UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004



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



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

(State or other jurisdiction of

incorporation or organization)

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GM	New York Stock Exchange

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. Yesþ☑ No ¨☐

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

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

Large accelerated filerþ☑ Accelerated filer ¨☐Non-accelerated filer ¨☐ Smaller reporting company ¨ ☐Emerging growth company ¨☐

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

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

As of ~~October 17, 2017 the number of~~July 15, 2019 there were 1,427,729,248 shares ~~outstanding~~ of common stock ~~was 1,420,407,560 shares.~~outstanding.



			Page
PART I
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Income Statements (Unaudited)		1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		1
	Condensed Consolidated Balance Sheets (Unaudited)		2
	Condensed Consolidated Statements of Cash Flows (Unaudited)		3
	Condensed Consolidated Statements of Equity (Unaudited)		4
	Notes to Condensed Consolidated Financial Statements		5
	Note 1.	Nature of Operations and Basis of Presentation	5
	Note 2.	~~Discontinued Operations~~Revenue	6
	Note 3.	Marketable and Other Securities	8
	Note 4.	GM Financial Receivables and Transactions	109
	Note 5.	Inventories	11
	Note 6.	Equipment on Operating Leases	11
	Note 7.	Equity in Net Assets of Nonconsolidated Affiliates	1211
	Note 8.	Variable Interest Entities	12
	Note 9.	Automotive and GM Financial Debt	1312
	Note 10.	Derivative Financial Instruments	1413
	Note 11.	Product Warranty and Related Liabilities	1514
	Note 12.	Pensions and Other Postretirement Benefits	1615
	Note 13.	Commitments and Contingencies	1615
	Note 14.	Income Taxes	2119
	Note 15.	Restructuring and Other Initiatives	2120
	Note 16.	Stockholders' Equity and Noncontrolling Interests	2221
	Note 17.	Earnings Per Share	23
	Note 18.	~~Acquisition of Business~~Discontinued Operations	23
	Note 19.	Segment Reporting	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2726
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4744
Item 4.	Controls and Procedures		4744
PART II
Item 1.	Legal Proceedings		4845
Item 1A.	Risk Factors		4845
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4845
Item 6.	Exhibits		4946
Signature			5047

During the three months ended September 30, 2017 we closed the sale of the Opel and Vauxhall business and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot, S.A. (PSA Group). The Opel/Vauxhall Business and our European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) are presented as discontinued operations in our condensed consolidated financial statements for all periods presented. The transfer of the Fincos is expected to close by the end of the year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions. The assets and liabilities of the Fincos are presented as held for sale as of September 30, 2017, and the assets and liabilities of the European Business are presented as held for sale as of December 31, 2016 in our condensed consolidated financial statements.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

Diluted earnings per common share – continuing operations

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts) (Unaudited)

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)

Net cash provided by operating activities – continuing operations

Net cash provided by operating activities – discontinued operations

Net cash used in investing activities – continuing operations

Net cash used in investing activities – discontinued operations (Note 2)

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

General Motors Company (sometimes referred to in this Quarterly Report on Form 10-Q as we, our, us, ourselves, the Company, General Motors or GM) designs, builds and sells ~~cars,~~ trucks, crossovers, cars and automobile parts ~~worldwide.~~worldwide and is investing in and growing an autonomous vehicle business. We also provide automotive financing services through General Motors Financial Company, Inc. (GM Financial). We analyze the results of our continuing operations through the following operating segments: GM North America (GMNA), GM International Operations (GMIO), GM South America (GMSA), GM Cruise and GM Financial. Our GMSA and GMIO operating segments are reported as one, combined international segment, GM International (GMI). GM Cruise is our global segment responsible for the development and commercialization of autonomous vehicle technology. Nonsegment operations and Maven, our ride- and car-sharing business, are classified as Corporate. Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures ~~including autonomous vehicle-related engineering costs~~ and certain ~~nonsegment specific~~nonsegment-specific revenues and expenses.

On July 31, 2017 we closed the sale of the Opel and Vauxhall business and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot S.A. (PSA Group). Both the Opel/Vauxhall Business and our European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) are presented as discontinued operations in our condensed consolidated financial statements for all periods presented. The assets and liabilities of the Fincos are presented as held for sale as of September 30, 2017, and the assets and liabilities of the European Business are presented as held for sale as of December 31, 2016 in our condensed consolidated financial statements. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to our continuing operations. Refer to Note 2 for additional details regarding the disposal of the Opel/Vauxhall Business and the planned disposals of the Fincos.

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our ~~2016~~2018 Form 10-K. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions. In the three months ended March 31, 2019 we changed the presentation of our condensed consolidated balance sheets to reclassify the current portion of Equipment on operating leases, net to Other current assets and our condensed consolidated statements of cash flows to reclassify Payments to purchase common stock to Other financing activities. We have made corresponding reclassifications to the comparable information for all periods presented.

~~In May 2014 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which requires us~~Principles of Consolidation We consolidate entities that we control due to ~~recognize revenue when~~ownership of a ~~customer obtains control rather than~~majority voting interest and we consolidate variable interest entities (VIEs) when we ~~have transferred substantially all risks and rewards~~are the primary beneficiary. Our share of ~~a good~~earnings or ~~service and requires expanded disclosures. ASU 2014-09, as amended,~~losses of nonconsolidated affiliates is effective for us beginning January 1, 2018. ASU 2014-09 will affect the amount and timing of certain revenue related transactions primarily resulting from the earlier recognition of certain sales incentives and fixed fee license arrangements. Upon adoption of ASU 2014-09 sales incentives will be recorded at the time of sale rather than at the later of sale or announcement and fixed fee license arrangements will be recognized when the customer is granted access to intellectual property instead of over the contract period. Certain transactions with daily rental car companies may also qualify to be accounted for as a sale as opposed to the current accounting as an operating lease. We expect to adopt the provisions of ASU 2014-09 on a modified retrospective basis through a cumulative adjustment to equity. Upon adoption of ASU 2014-09 we estimate a reduction to Equity of up to $1.0 billion. This estimate is subject to change as a result of future changesincluded in ~~market conditions, incentive program offerings, and dealer inventory levels. We continue to assess the overall impact the adoption of ASU 2014-09 will have on~~ our consolidated ~~financial statements and are continuing to test and refine our processes designed to comply with ASU 2014-09 to permit adoption by January 1, 2018.~~

In January 2016 the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for underoperating results using the equity method of accounting when we are able to ~~be measured at fair value with changes recognized in net income~~exercise significant influence over the operating and ~~which updates certain presentation and disclosure requirements. ASU 2016-01 is effective for us beginning~~financial decisions of the affiliate.

Recently Adopted Accounting Standards

Effective January 1, ~~2018 and requires~~2019, we adopted Accounting Standards Update (ASU) 2016-02, "Leases" (ASU 2016-02) using the modified retrospective method, resulting in a cumulative-effect adjustment to the opening balance of Retained earnings for ~~certain items upon adoption. At September 30, 2017~~an insignificant amount. We recognized $1.0 billion of right of use assets and lease obligations included in Other assets, Accrued liabilities and Other liabilities on our condensed consolidated balance sheet for our existing operating lease portfolio at January 1, 2019. We elected to apply the ~~carrying value~~practical expedient related to land easements, as well as the package of ~~equity investments that are not accounted for~~practical expedients permitted under the ~~equity method of~~transition guidance in the new standard, which allowed us to carry forward our historical lease classification. The accounting ~~totaled approximately $500 million~~for our finance leases and ~~unrealized gains or losses were insignificant. We do not believe~~leases where we are the ~~adoption~~lessor remained substantially unchanged. The application of ASU ~~2016-01 will be material to~~2016-02 had no impact on our condensed consolidated ~~financial statements.~~

In March 2017 the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which requires that the service cost component of net periodic pension and other postretirement benefits (OPEB) (income) expense be presented in the same income statement ~~line item~~or condensed consolidated statement of cash flows.

The following table summarizes our minimum commitments under noncancelable operating leases having initial terms in excess of one year, primarily for property, at December 31, 2018 as ~~other employee compensation costs, while the remaining components of net periodic pension and OPEB (income) expense are~~disclosed in our 2018 Form 10-K:

Refer to ~~be presented outside~~Note 13 for information on our operating ~~income. ASU 2017-07 is effective for us on a retrospective basis beginning~~leases at June 30, 2019.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Accounting Standards Not Yet Adopted

In June 2016 the Financial Accounting Standards Board issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which requires entities to use a new impairment model based on Current Expected Credit Losses (CECL) rather than incurred losses. We plan to adopt ASU 2016-13 on January 1, ~~2018 and~~2020 on a modified retrospective basis, which will result in an increase to our allowance for credit losses and a decrease to Retained earnings as of the ~~reclassification~~adoption date. Estimated credit losses under CECL will consider relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectibility of ~~non-service cost components from~~the reported amount, resulting in recognition of lifetime expected credit losses upon loan origination. We are currently testing and refining our process to calculate credit losses in accordance with ASU 2016-13 that, once completed, will determine the impact on our condensed consolidated financial statements at the date of adoption. We expect to be substantially complete with our implementation efforts before December 31, 2019.

The following table disaggregates our revenue by major source for revenue generating segments:



	Three Months Ended June 30, 2019
	GMNA		GMI		Corporate		Total Automotive		GM Cruise		GM Financial		Eliminations/Reclassifications			Total
Vehicle, parts and accessories	$	26,976	$	3,744	$	—	$	30,720	$	—	$	—	$	—		$	30,720
Used vehicles	577		29		—		606		—		—		—			606
Services and other	771		274		54		1,099		25		—		(25		)	1,099
Automotive net sales and revenue	28,324		4,047		54		32,425		25		—		(25		)	32,425
Leased vehicle income	—		—		—		—		—		2,512		—			2,512
Finance charge income	—		—		—		—		—		1,008		(2		)	1,006
Other income	—		—		—		—		—		119		(2		)	117
GM Financial net sales and revenue	—		—		—		—		—		3,639		(4		)	3,635
Net sales and revenue	$	28,324	$	4,047	$	54	$	32,425	$	25	$	3,639	$	(29	)	$	36,060



	Three Months Ended June 30, 2018
	GMNA		GMI		Corporate		Total Automotive		GM Financial		Eliminations			Total
Vehicle, parts and accessories	$	26,874	$	4,489	$	1	$	31,364	$	—	$	(18	)	$	31,346
Used vehicles	769		68		—		837		—		(16		)	821
Services and other	858		201		49		1,108		—		—			1,108
Automotive net sales and revenue	28,501		4,758		50		33,309		—		(34		)	33,275
Leased vehicle income	—		—		—		—		2,497		—			2,497
Finance charge income	—		—		—		—		884		(1		)	883
Other income	—		—		—		—		107		(2		)	105
GM Financial net sales and revenue	—		—		—		—		3,488		(3		)	3,485
Net sales and revenue	$	28,501	$	4,758	$	50	$	33,309	$	3,488	$	(37	)	$	36,760



	Six Months Ended June 30, 2019
	GMNA		GMI		Corporate		Total Automotive		GM Cruise		GM Financial		Eliminations/Reclassifications			Total
Vehicle, parts and accessories	$	52,938	$	7,311	$	—	$	60,249	$	—	$	—	$	—		$	60,249
Used vehicles	1,204		64		—		1,268		—		—		—			1,268
Services and other	1,547		522		100		2,169		50		—		(50		)	2,169
Automotive net sales and revenue	55,689		7,897		100		63,686		50		—		(50		)	63,686
Leased vehicle income	—		—		—		—		—		5,021		—			5,021
Finance charge income	—		—		—		—		—		1,995		(4		)	1,991
Other income	—		—		—		—		—		243		(3		)	240
GM Financial net sales and revenue	—		—		—		—		—		7,259		(7		)	7,252
Net sales and revenue	$	55,689	$	7,897	$	100	$	63,686	$	50	$	7,259	$	(57	)	$	70,938

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	Six Months Ended June 30, 2018
	GMNA		GMI		Corporate		Total Automotive		GM Financial		Eliminations			Total
Vehicle, parts and accessories	$	52,756	$	9,094	$	10	$	61,860	$	—	$	(25	)	$	61,835
Used vehicles	1,924		115		—		2,039		—		(33		)	2,006
Services and other	1,639		397		89		2,125		—		—			2,125
Automotive net sales and revenue	56,319		9,606		99		66,024		—		(58		)	65,966
Leased vehicle income	—		—		—		—		4,944		—			4,944
Finance charge income	—		—		—		—		1,750		(3		)	1,747
Other income	—		—		—		—		205		(3		)	202
GM Financial net sales and revenue	—		—		—		—		6,899		(6		)	6,893
Net sales and revenue	$	56,319	$	9,606	$	99	$	66,024	$	6,899	$	(64	)	$	72,859

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Adjustments to sales incentives for previously recognized sales were insignificant and decreased revenue by $482 million in the three months ended June 30, 2019 and 2018.

Contract liabilities in our Automotive segments consist primarily ~~Automotive cost~~ of ~~sales to Interest income~~maintenance, extended warranty and other ~~non-operating income, net.~~service contracts. We recognized revenue of $469 million and $902 million related to contract liabilities in the three and six months ended June 30, 2019 and $402 million and $785 million in the three and six months ended June 30, 2018. We expect to recognize revenue of $846 million in the six months ending December 31, 2019 and $689 million, $403 million and $465 million in the years ending December 31, 2020, 2021 and thereafter related to contract liabilities at June 30, 2019.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 3. Marketable and Other Securities

The following table summarizes the fair value of cash equivalents and marketable debt securities which approximates cost:



	Fair Value Level	June 30, 2019		December 31, 2018
Cash and cash equivalents
Cash and time deposits(a)		$	8,816	$	7,254
Available-for-sale debt securities
U.S. government and agencies	2	669		4,656
Corporate debt	2	4,169		3,791
Sovereign debt	2	885		1,976
Total available-for-sale debt securities – cash equivalents		5,723		10,423
Money market funds	1	2,533		3,167
Total cash and cash equivalents(b)		$	17,072	$	20,844
Marketable debt securities
U.S. government and agencies	2	$	1,999	$	1,230
Corporate debt	2	3,801		3,478
Mortgage and asset-backed	2	746		695
Sovereign debt	2	503		563
Total available-for-sale debt securities – marketable securities(c)		$	7,049	$	5,966
Restricted cash
Cash and cash equivalents		$	269	$	260
Money market funds	1	2,840		2,392
Total restricted cash		$	3,109	$	2,652

Available-for-sale debt securities included above with contractual maturities(d)
Due in one year or less		$	7,585
Due between one and five years		4,441
Total available-for-sale debt securities with contractual maturities		$	12,026

Proceeds from the sale of investments classified as available-for-sale and sold prior to maturity were $486 million and $1.0 billion in the three months ended June 30, 2019 and 2018 and $1.1 billion and $2.0 billion in the six months ended June 30, 2019 and 2018. Net unrealized gains and losses on available-for-sale debt securities were insignificant in the three and six months ended June 30, 2019 and 2018. Cumulative unrealized gains and losses on available-for-sale debt securities were insignificant at June 30, 2019 and December 31, 2018.

Our investment in Lyft, Inc. (Lyft) is estimated at fair value using Level 3 inputs because the investment is subject to transfer restrictions. The fair value of our investment in Lyft at June 30, 2019 uses Lyft’s quoted market price, less a ~~resulting decrease~~discount for the lack of marketability due to ~~Operating income~~the restriction from selling our shares until September 26, 2019. The estimated volatility rate represents the significant unobservable input to the put option pricing model used to derive the fair value of our investment. The fair value of this investment was $1.1 billion included in Other current assets and $884 million included in Other assets at June 30, 2019 and December 31, 2018. We recorded an unrealized loss of $65 million and an ~~increase to~~unrealized gain of $220 million in Interest income and other non-operating income, net in the three and six months ended June 30, 2019 and an unrealized gain of ~~approximately $1.3 billion~~$142 million in the three and six months ended June 30, 2018. Refer to Item 3. Quantitative and Qualitative Disclosures About Market Risk for exposure to equity price market risk.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the ~~year ended~~condensed consolidated balance sheet to the total shown in the condensed consolidated statement of cash flows:



	June 30, 2019
Cash and cash equivalents	$	17,072
Restricted cash included in Other current assets	2,541
Restricted cash included in Other assets	568
Total	$	20,181

Note 4. GM Financial Receivables and Transactions



	June 30, 2019									December 31, 2018
	Retail			Commercial(a)			Total			Retail			Commercial(a)			Total
Finance receivables, collectively evaluated for impairment, net of fees	$	40,237		$	12,506		$	52,743		$	38,220		$	12,235		$	50,455
Finance receivables, individually evaluated for impairment, net of fees(b)	2,354			49			2,403			2,348			41			2,389
GM Financial receivables	42,591			12,555			55,146			40,568			12,276			52,844
Less: allowance for loan losses(b)	(881		)	(76		)	(957		)	(844		)	(67		)	(911		)
GM Financial receivables, net	$	41,710		$	12,479		$	54,189		$	39,724		$	12,209		$	51,933

Fair value of GM Financial receivables utilizing Level 2 inputs							$	12,479								$	12,209
Fair value of GM Financial receivables utilizing Level 3 inputs							$	42,050								$	39,430



	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Allowance for loan losses at beginning of period	$	924		$	912		$	911		$	942
Provision for loan losses	179			128			354			264
Charge-offs	(279		)	(298		)	(588		)	(593		)
Recoveries	132			145			277			268
Effect of foreign currency	1			(14		)	3			(8		)
Allowance for loan losses at end of period	$	957		$	873		$	957		$	873

The allowance for loan losses on retail and commercial finance receivables included a collective allowance of $605 million and $586 million and a specific allowance of $352 million and $325 million at June 30, 2019 and December 31, ~~2016.~~2018.

In August 2017 the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), which simplifies the application of hedge accounting and more closely aligns hedge accounting with companies' risk management strategies thereby making more hedging strategies eligible for hedge accounting. Unlike current guidance, ASU 2017-12 permits hedge accounting for specific risks in hedging relationships involving nonfinancial risk and interest rate risk. ASU 2017-12 is effective for us beginning January 1, 2019, with early adoption permitted. ASU 2017-12 requires a cumulative-effect adjustment for certain items upon adoption. Retail Finance Receivables We ~~are currently evaluating the impact the adoption of ASU 2017-12 will have on our consolidated financial statements. The simplifications to the application of hedge accounting may result~~use proprietary scoring systems in the ~~future expansion~~underwriting process that measure the credit quality of retail finance receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g., FICO score or its equivalent) and contract characteristics. We also consider other factors such as employment history, financial stability and capacity to pay. Subsequent to origination we review the credit quality of retail finance receivables based on customer payment activity. At June 30, 2019 and December 31, 2018, 23% and 25% of retail finance receivables were from consumers with sub-prime credit scores, which are defined as a FICO score or its equivalent of less than 620 at the time of loan origination.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of $838 million and $888 million at June 30, 2019 and December 31, 2018. The following table summarizes the contractual amount of delinquent retail finance receivables, which is not significantly different than the recorded investment of the retail finance receivables:



	June 30, 2019				June 30, 2018
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
31-to-60 days delinquent	$	1,083	2.5	%	$	1,178	3.3	%
Greater-than-60 days delinquent	498		1.2	%	462		1.3	%
Total finance receivables more than 30 days delinquent	1,581		3.7	%	1,640		4.6	%
In repossession	48		0.1	%	57		0.2	%
Total finance receivables more than 30 days delinquent or in repossession	$	1,629	3.8	%	$	1,697	4.8	%

Commercial Finance Receivables Our commercial finance receivables consist of dealer financings, primarily for inventory purchases. Proprietary models are used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary. Dealers in Group VI are subject to additional restrictions on funding, including suspension of lines of credit and liquidation of assets. The commercial finance receivables on non-accrual status were insignificant at June 30, 2019 and December 31, 2018. The following table summarizes the credit risk profile by dealer risk rating of the commercial finance receivables:



		June 30, 2019		December 31, 2018
Group I	– Dealers with superior financial metrics	$	1,922	$	2,192
Group II	– Dealers with strong financial metrics	5,102		4,399
Group III	– Dealers with fair financial metrics	3,861		4,064
Group IV	– Dealers with weak financial metrics	1,141		1,116
Group V	– Dealers warranting special mention due to elevated risks	419		422
Group VI	– Dealers with loans classified as substandard, doubtful or impaired	110		83
		$	12,555	$	12,276

Transactions with GM Financial The following table shows transactions between our ~~use~~Automotive segments and GM Financial. These amounts are presented in GM Financial's condensed consolidated balance sheets and statements of ~~hedge accounting.~~income.



	June 30, 2019		December 31, 2018
Condensed Consolidated Balance Sheets(a)
Commercial finance receivables, net due from GM consolidated dealers	$	491	$	445
Finance receivables from GM subsidiaries	$	108	$	134
Subvention receivable(b)	$	705	$	727
Commercial loan funding payable	$	66	$	61



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Condensed Consolidated Statements of Income
Interest subvention earned on finance receivables	$	147	$	137	$	295	$	267
Leased vehicle subvention earned	$	818	$	813	$	1,653	$	1,611

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 5. Inventories



	June 30, 2019		December 31, 2018
Total productive material, supplies and work in process	$	4,818	$	4,274
Finished product, including service parts	6,629		5,542
Total inventories	$	11,447	$	9,816

~~Note 2. Discontinued Operations~~

On March 5, 2017 we entered into a Master Agreement (the Agreement) to sell our European Business to PSA Group for net consideration with an estimated value of approximately $2.5 billion. On July 31, 2017 we closed the sale of our Opel/Vauxhall Business to PSA Group. The transfer of the Fincos is expected to close by the end of the year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions.

The net consideration paid at closing for the Opel/Vauxhall Business was $1.4 billion, consisting of (1) $1.1 billion in cash; and (2) $808 million in warrants in PSA Group; partially offset by (3) the $478 million de-risking premium payment made to PSA Group for assuming certain underfunded pension liabilities. The warrants are not exercisable for five years and do not include any governance or voting rights with respect to PSA Group. In addition, we agreed to sell the shares of PSA Group received upon exercise of the warrants within 35 days after exercise. The net consideration to be paid for the Fincos will be 0.8 times their book value at closing, which we estimate will be approximately $1.1 billion based on exchange rates at September 30, 2017, subject to foreign currency fluctuations. The purchase price is subject to certain working capital adjustments as provided in the Agreement.

The total charge from the sale of the European Business is expected to be approximately $6.3 billion, net of tax. During the three months ended September 30, 2017 the Company recorded a charge of $5.4 billion, of which $3.1 billion is recorded in Income (loss) from discontinued operations, net of tax and $2.3 billion is recorded in Income tax expense, as a result of the sale of the Opel/Vauxhall Business. The charge relates to: (1) $4.3 billion of deferred tax assets that will no longer be realizable or that transferred to PSA Group; (2) $1.5 billion related to previously deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; and (3) other net charges primarily related to contract cancellations, working capital adjustments and certain transitional services and other costs to support the separation of operations to be provided for a period of time following closing; partially offset by proceeds. During the three months ended June 30, 2017 we recognized, on a pre-tax basis, a charge of $836 million in Income (loss) from discontinued operations consisting of (1) a charge of $421 million for the cancellation of production programs resulting from the convergence of vehicle platforms between the European Business and PSA Group; (2) a disposal loss of $324 million as a result of the Fincos being classified as held for sale; and (3) other insignificant charges. We expect to record a disposal loss of approximately $300 million upon sale of the Fincos.

Our wholly-owned subsidiary (the Seller) has agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities, including emissions and product liabilities. The Company has entered into a guarantee for the benefit of PSA Group and pursuant to which the Company has agreed to guarantee the Seller's obligation to indemnify PSA Group for certain losses resulting from any inaccuracy of certain representations and warranties or breaches of our covenants in the Agreement and for certain other liabilities. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

We retained net underfunded pension liabilities of $6.8 billion owed primarily to current pensioners and former employees of the European Business with vested pension rights. PSA Group assumed approximately $3.1 billion of net underfunded pension liabilities primarily with respect to active employees of the Opel/Vauxhall Business, and during the three months ended September 30, 2017 the Seller made payments to PSA Group, or one or more pension funding vehicles, of $3.4 billion in respect of these assumed liabilities, which includes pension funding payments for active employees and the de-risking premium payment of $478 million discussed above. At closing we drew upon our three-year unsecured revolving credit facility to fund these payments. We issued debt securities, as described in Note 9, thereafter to repay the amount drawn on our credit facility.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

As part of the retained pension liabilities described above, we retained the United Kingdom defined benefit pension plans in existence at signing related to the Opel/Vauxhall Business, including responsibility for service cost accruals through the closing date. Those plans with active participants closed to future accrual as of July 30, 2017. Any future service cost accruals on and from the closing date will be the responsibility of PSA Group.

We have agreed to purchase from and supply to PSA Group certain vehicles for a period of time following closing. During the three and nine months ended September 30, 2017 Total net sales and revenue from continuing operations include $362 million and purchases and expenses incurred by our continuing operations were insignificant related to transactions with the Opel/Vauxhall Business that would have been eliminated in consolidation prior to the sale of the Opel/Vauxhall Business. During the nine months ended September 30, 2017 cash payments were insignificant and cash receipts of $558 million were recorded in Net cash provided by operating cash flows - continuing operations related to transactions with the Opel/Vauxhall Business.

~~The following tablesummarizes the results of the discontinued operations:~~

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Automotive net sales and revenue $ 1,553
$ 4,444
$ 11,257
$ 15,011
GM Financial net sales and revenue 147
132
414
418
Total net sales and revenue 1,700
4,576
11,671
15,429
Automotive cost of sales 1,583
4,279
11,049
14,287
GM Financial interest, operating and other expenses 99
104
301
317
Automotive selling, general, and administrative expense 134
324
813
1,011
Other income and (expense) items (74 ) 10
(72 ) 75
Loss from discontinued operations before taxes 190
121
564
111
Loss on sale of discontinued operations before taxes(a)(b) 1,150
—
1,986
—
Total loss from discontinued operations before taxes 1,340
121
2,550
111
Income tax expense (benefit)(b)(c) 1,756
(126 ) 1,385
(230 )
Income (loss) from discontinued operations, net of tax $ (3,096 ) $ 5
$ (3,935 ) $ 119

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

~~The following tablesummarizes the assets and liabilities of the Fincos at September 30, 2017 and the European Business at December 31, 2016:~~

September 30, 2017 December 31, 2016
Current Assets
Cash and cash equivalents $ 242
$ 386
Accounts and notes receivable, net 65
938
GM Financial receivables, net 6,995
5,938
Inventories —
2,748
Equipment on operating leases, net —
786
Other current assets 328
382
Total current assets held for sale 7,630
11,178
Non-current Assets
GM Financial receivables, net 4,308
3,723
Property, net 65
3,217
Deferred income taxes 122
1,920
Other assets 13
515
Total non-current assets held for sale 4,508
9,375
Total Assets Held for Sale $ 12,138
$ 20,553

Current Liabilities
Accounts payable (principally trade) $ 178
$ 3,628
Short-term debt and current portion of long-term debt

Automotive —
107
GM Financial 6,014
5,124
Accrued liabilities 182
3,299
Total current liabilities held for sale 6,374
12,158
Non-current Liabilities
Long-term debt

Automotive —
85
GM Financial 4,327
4,189
Pensions 126
2,687
Other liabilities 37
665
Total non-current liabilities held for sale 4,490
7,626
Total Liabilities Held for Sale $ 10,864
$ 19,784

~~Note 3. Marketable Securities~~

~~The following table summarizes the fair value of cash equivalents and marketable securities which approximates cost:~~

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

Fair Value Level September 30, 2017 December 31, 2016
Cash and cash equivalents
Cash, cash equivalents and time deposits $ 6,124
$ 5,692
Available-for-sale securities
U.S. government and agencies 2 160
1,158
Corporate debt 2 1,770
2,524
Money market funds 1 2,983
1,801
Sovereign debt 2 1,755
1,399
Total available-for-sale securities – cash equivalents 6,668
6,882
Total cash and cash equivalents $ 12,792
$ 12,574
Marketable securities

U.S. government and agencies 2 $ 3,285
$ 5,886
Corporate debt 2 3,720
3,611
Mortgage and asset-backed 2 584
197
Sovereign debt 2 865
2,147
Total available-for-sale securities – marketable securities $ 8,454
$ 11,841
Restricted cash
Cash, cash equivalents and time deposits $ 199
$ 248
Available-for-sale securities, primarily money market funds 1 2,324
1,665
Total restricted cash $ 2,523
$ 1,913

Available-for-sale securities included above with contractual maturities(a)
Due in one year or less $ 6,417

Due between one and five years 5,138

Total available-for-sale securities with contractual maturities $ 11,555

Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $3.7 billion and $1.6 billion in the three months ended September 30, 2017 and 2016 and $5.1 billion and $5.8 billion in the nine months ended September 30, 2017 and 2016. Net unrealized gains and losses on available-for-sale securities and realized gains and losses on trading securities were insignificant in the three and nine months ended September 30, 2017 and 2016. Cumulative unrealized gains and losses on available-for-sale securities were insignificant at September 30, 2017 and December 31, 2016.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the total shown in the condensed consolidated statement of cash flows:

September 30, 2017
Cash and cash equivalents $ 12,792
Restricted cash included in Other current assets 1,940
Restricted cash included in Other assets 583
Total $ 15,315

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

~~Note 4. GM Financial Receivables~~

September 30, 2017 December 31, 2016
Retail Commercial Total Retail Commercial Total
Finance receivables, collectively evaluated for impairment, net of fees $ 30,052
$ 9,119
$ 39,171
$ 24,480
$ 7,506
$ 31,986
Finance receivables, individually evaluated for impairment, net of fees 2,170
27
2,197
1,920
27
1,947
GM Financial receivables 32,222
9,146
41,368
26,400
7,533
33,933
Less: allowance for loan losses (899 ) (49 ) (948 ) (765 ) (40 ) (805 )
GM Financial receivables, net $ 31,323
$ 9,097
$ 40,420
$ 25,635
$ 7,493
$ 33,128

Fair value of GM Financial receivables $ 40,513
$ 33,181

We estimate the fair value of retail finance receivables using observable and unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables. The projected cash flows are then discounted to derive the fair value of the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and therefore could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial finance receivables have variable interest rates. The carrying amount, a Level 2 input, is considered to be a reasonable estimate of fair value.

The allowance for loan losses on retail and commercial finance receivables included a collective allowance of $617 million and $525 million and a specific allowance of $331 million and $280 million at September 30, 2017 and December 31, 2016.

~~Retail Finance Receivables~~ We use proprietary scoring systems in the underwriting process that measure the credit quality of retail finance receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO scores or its equivalent) and contract characteristics. We also consider other factors such as employment history, financial stability and capacity to pay. Subsequent to origination we review the credit quality of retail finance receivables based on customer payment activity. In North America, while we historically focused on consumers with lower than prime credit scores, we have expanded our prime lending programs. At September 30, 2017 and December 31, 2016, 39% and 48% of the retail finance receivables in North America were from consumers with sub-prime credit scores, which are defined as FICO scores or its equivalent of less than 620 at the time of loan origination.

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. At September 30, 2017 and December 31, 2016 the accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of $797 million and $798 million. The following table summarizes the contractual amount of delinquent retail finance receivables, which is not significantly different than the recorded investment of the retail finance receivables:

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

September 30, 2017 September 30, 2016
Amount Percent of Contractual Amount Due Amount Percent of Contractual Amount Due
31-to-60 days delinquent $ 1,176
3.6 % $ 1,112
4.4 %
Greater-than-60 days delinquent 521
1.6 % 491
1.9 %
Total finance receivables more than 30 days delinquent 1,697
5.2 % 1,603
6.3 %
In repossession 55
0.2 % 57
0.2 %
Total finance receivables more than 30 days delinquent or in repossession $ 1,752
5.4 % $ 1,660
6.5 %

At September 30, 2017 and December 31, 2016 retail finance receivables classified as troubled debt restructurings and individually evaluated for impairment were $2.2 billion and $1.9 billion and the allowance for loan losses included $328 million and $276 million of specific allowances on these receivables.

~~Commercial Finance Receivables~~ Our commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary. Dealers in Group VI are subject to additional restrictions on funding, including suspension of lines of credit and liquidation of assets. At September 30, 2017 and December 31, 2016 the commercial finance receivables on non-accrual status were insignificant. The following table summarizes the credit risk profile by dealer risk rating of commercial finance receivables:

~~Note 5. Inventories~~

September 30, 2017
GMNA GMIO GMSA Total
Total productive material, supplies and work in process $ 3,587
$ 720
$ 649
$ 4,956
Finished product, including service parts 4,572
1,425
836
6,833
Total inventories $ 8,159
$ 2,145
$ 1,485
$ 11,789

December 31, 2016
GMNA GMIO GMSA Total
Total productive material, supplies and work in process $ 3,277
$ 970
$ 761
$ 5,008
Finished product, including service parts 4,119
1,208
705
6,032
Total inventories $ 7,396
$ 2,178
$ 1,466
$ 11,040

Note 6. Equipment on Operating Leases

Equipment on operating leases consists primarily of leases to retail customers ~~that are recorded as~~of GM Financial. The current portion of net equipment on operating leases ~~and vehicle sales to daily rental car companies with a guaranteed repurchase obligation.~~

is included in Other current assets.



	June 30, 2019			December 31, 2018
Equipment on operating leases	$	54,666		$	55,282
Less: accumulated depreciation	(11,553		)	(11,476		)
Equipment on operating leases, net	$	43,113		$	43,806

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

Depreciation expense related to ~~equipment~~Equipment on operating leases, net was $1.8 billion ~~and $1.3 billion~~ in the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 and ~~$4.9 billion and $3.3~~$3.7 billion in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018.

The following table summarizes ~~minimum rental~~lease payments due to GM Financial on leases to retail customers:



	Year Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Lease receipts under operating leases	$	3,610	$	5,396	$	2,817	$	629	$	40	$	1	$	12,493

Year Ending December 31,
2017 2018 2019 2020 2021
Minimum rental receipts under operating leases $ 1,800
$ 6,256
$ 3,861
$ 1,182
$ 110

Note 7. Equity in Net Assets of Nonconsolidated Affiliates



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Automotive China equity income	$	235	$	592	$	611	$	1,189
Other joint ventures equity income	36		45		74		96
Total Equity income	$	271	$	637	$	685	$	1,285

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Automotive China equity income $ 459
$ 459
$ 1,472
$ 1,448
Other joint ventures equity income 41
38
113
269
Total Equity income $ 500
$ 497
$ 1,585
$ 1,717

There have been no significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, ~~2016.~~2018.



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales	$	9,002	$	12,601	$	19,148	$	26,320
Automotive China JVs' net income	$	499	$	1,194	$	1,266	$	2,371

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales $ 12,161
$ 10,945
$ 34,177
$ 32,417
Automotive China JVs' net income $ 964
$ 956
$ 2,912
$ 3,021

Dividends declared but not paid from our nonconsolidated affiliates were $865 million and an insignificant amount at June 30, 2019 and December 31, 2018. Dividends received from our nonconsolidated affiliates were ~~$382~~$941 million ~~and an insignificant amount~~ in the three and six months ended ~~September~~June 30, ~~2017 and 2016~~2019 and $2.0 billion in the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2018. Undistributed earnings from our nonconsolidated affiliates were $2.1 billion and ~~2016. At September~~$2.3 billion at June 30, ~~2017~~2019 and December 31, ~~2016 we had undistributed earnings of $1.8 billion and $2.2 billion related to our nonconsolidated affiliates.~~2018.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 8. Variable Interest Entities

GM Financial uses special purpose entities (SPEs) that are considered ~~variable interest entities (VIEs)~~VIEs to issue variable funding notes to third party bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The debt issued by these VIEs is backed by finance receivables and leasing related assets transferred to the VIEs (Securitized Assets). GM Financial determined that it is the primary beneficiary of the SPEs because the servicing responsibilities for the Securitized Assets give GM Financial the power to direct the activities that most significantly impact the performance of the VIEs and the variable interests in the VIEs give GM Financial the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The assets serve as the sole source of repayment for the debt issued by these entities. Investors in the notes issued by the VIEs do not have recourse to GM Financial or its other assets, with the exception of customary representation and warranty repurchase provisions and indemnities that GM Financial provides as the servicer. GM Financial is not required and does not currently intend to provide additional financial support to these SPEs. While these subsidiaries are included in GM Financial's condensed consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are not available to GM Financial's creditors.

The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs:



	June 30, 2019		December 31, 2018
Restricted cash – current	$	2,098	$	1,876
Restricted cash – non-current	$	490	$	504
GM Financial receivables, net of fees – current	$	18,781	$	18,304
GM Financial receivables, net of fees – non-current	$	13,512	$	14,008
GM Financial equipment on operating leases, net	$	19,404	$	21,781
GM Financial short-term debt and current portion of long-term debt	$	20,604	$	21,087
GM Financial long-term debt	$	20,241	$	21,417

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

September 30, 2017 December 31, 2016
Restricted cash – current $ 1,768
$ 1,302
Restricted cash – non-current $ 523
$ 478
GM Financial receivables, net of fees – current $ 13,782
$ 12,437
GM Financial receivables, net of fees – non-current $ 12,411
$ 11,917
GM Financial equipment on operating leases, net $ 23,751
$ 19,341
GM Financial short-term debt and current portion of long-term debt $ 19,207
$ 17,526
GM Financial long-term debt $ 20,981
$ 16,659

GM Financial recognizes finance charge, leased vehicle and fee income on the Securitized Assets and interest expense on the secured debt issued in a securitization transaction and records a provision for loan losses to recognize probable loan losses inherent in the finance receivables.

Note 9. Automotive and GM Financial Debt



	June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Automotive debt	$	15,091	$	15,815	$	13,435	$	12,700
Finance lease liabilities	356		565		528		831
Total automotive debt	$	15,447	$	16,380	$	13,963	$	13,531
Fair value utilizing Level 1 inputs			$	13,022			$	11,693
Fair value utilizing Level 2 inputs			$	3,358			$	1,838

September 30, 2017 December 31, 2016
Carrying Amount Fair Value Carrying Amount Fair Value
Total automotive debt $ 13,635
$ 14,798
$ 10,560
$ 11,399
Fair value utilizing Level 1 inputs $ 12,877
$ 9,515
Fair value utilizing Level 2 inputs $ 1,921
$ 1,884

~~The fair value of automotive debt measured utilizing Level 1 inputs was based on quoted prices~~Finance lease assets in ~~active markets for identical instruments that a market participant can access~~Property, net were $389 million at the measurement date. The fair value of automotive debt measured utilizing Level 2 inputs was based on a discounted cash flow model using observable inputs. This model utilizes observable inputs such as contractual repayment terms and benchmark yield curves, plus a spread based on our senior unsecured notes that is intended to represent our nonperformance risk. We obtain the benchmark yield curves and yields on unsecured notes from independent sources that are widely usedJune 30, 2019. Finance lease costs were insignificant in the ~~financial industry. At September~~three and six months ended June 30, ~~2017 and~~2019. Finance lease right of use assets obtained in exchange for lease obligations were $122 million in the six months ended June 30, 2019. Undiscounted future lease obligations related to finance leases are $135 million in the six months ending December 31, ~~2016~~ ~~the fair value of automotive debt exceeded its carrying amount due primarily to a decrease in bond yields compared to yields at the time of issuance.~~

~~In August 2017 we issued $3.0 billion~~2019, $185 million in aggregate ~~principal amount of senior unsecured notes with an initial weighted average interest rate of 4.5% and maturity dates ranging from~~for the years 2020 to ~~2048.~~2023 and $376 million thereafter, with imputed interest of $340 million at June 30, 2019. The ~~indentures governing these notes contain terms~~weighted-average discount rate on finance leases was 10.8% and ~~covenants customary of these types of securities including limitation on~~ the ~~amount of certain secured debt~~weighted-average remaining lease term was 12.4 years at June 30, 2019.

In January 2019 we ~~may incur. The net proceeds from the issuance of these senior unsecured notes were used to repay the $3.0 billion drawn on our~~executed a new three-year committed unsecured revolving credit facility with an initial borrowing capacity of $3.0 billion, reducing to $2.0 billion in July 2020. The facility is to fund costs related to transformation activities announced in November 2018 and to provide additional financial flexibility. In the three and six months ended ~~September~~June 30, ~~2017~~2019 we borrowed $300 million and $700 million against this facility to ~~fund the payments to PSA Group, or one or more pension funding vehicles,~~support transformation related disbursements. In April 2019 we renewed our 364-day $2.0 billion credit facility for ~~the assumed net underfunded pension liabilities in connection with the sale of the Opel/Vauxhall Business as described in Note 2.~~

~~The fair value of~~an additional 364-day term. This facility has been allocated for exclusive use by GM Financial debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of eighteen months or less par value is considered to be a reasonable estimate of fair value. The fair value of GM Financial debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.since April 2018.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	$	41,047	$	41,273	$	42,835	$	42,835
Unsecured debt	50,067		51,454		48,153		47,556
Total GM Financial debt	$	91,114	$	92,727	$	90,988	$	90,391

Fair value utilizing Level 2 inputs			$	90,699			$	88,305
Fair value utilizing Level 3 inputs			$	2,028			$	2,086

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged ~~Securitized Assets.~~assets. Refer to Note 8 for additional information on GM Financial's involvement with VIEs. In the ~~nine~~six months ended ~~September~~June 30, ~~2017 we entered into new or renewed credit facilities with a total net additional borrowing capacity of $1.7 billion, which had substantially the same terms as existing debt and we~~2019 GM Financial issued ~~$18.8~~$10.4 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~2.09%~~2.98% and maturity dates ranging from ~~2019~~2022 to ~~2025.~~2026.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. In the ~~nine~~six months ended ~~September~~June 30, ~~2017 we~~2019 GM Financial issued ~~$10.6~~$5.4 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~2.87%~~4.20% and maturity dates ranging from 2021 to 2029.

The principal amount outstanding of GM Financial's commercial paper in the U.S. was $1.0 billion and $1.2 billion at June 30, 2019 ~~to 2027.~~and December 31, 2018.

Each of the revolving credit facilities and the indentures governing GM Financial's notes contain terms and covenants, including limitations on GM Financial's ability to incur certain liens.

Note 10. Derivative Financial Instruments

Automotive The following table presents the notional amounts ~~based on asset or liability positions~~ of derivative financial instruments in our automotive operations:

We estimate the fair value of the PSA warrants using a Black-Scholes formula. The significant inputs to the model include the PSA stock price and the estimated dividend yield. We are entitled to receive any dividends declared by PSA through the conversion date upon exercise of the warrants.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

GM Financial The following table presents the notional amounts of GM Financial's derivative financial instruments:



	Fair Value Level	June 30, 2019		December 31, 2018
Derivatives designated as hedges(a)
Fair value hedges – interest rate swaps(b)	2	$	13,046	$	9,533
Fair value hedges – foreign currency swaps(b)	2	1,822		1,829
Cash flow hedges
Interest rate swaps	2	504		768
Foreign currency swaps	2	3,317		2,075
Derivatives not designated as hedges(a)
Interest rate contracts(c)	2	88,912		99,666
Total derivative financial instruments(d)		$	107,601	$	113,871

__________

~~We estimate the fair value of the PSA warrants using a Black-Scholes valuation model. The significant inputs to the model include the PSA stock price and the estimated dividend yield.The estimated dividend yield is adjusted based on the terms of the Agreement. Under the terms of the Agreement we~~insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are entitled to the dividends distributed by PSA since the warrants issuance date. Gains or losses as a result of the change in the fair value of the PSA warrants are recorded in Interest income and other non-operating income, net.

~~GM Financial~~ ~~The following table presents the notional amounts based on asset or liability positions of GM Financial's derivative financial instruments:~~

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

(c)

The fair value of these derivative instruments located in Other assets was $240 million and $372 million at June 30, 2019 and December 31, 2018. The fair value of these derivative instruments located in Other liabilities was $378 million and $520 million at June 30, 2019 and December 31, 2018.


(d)	We held insignificant amounts and posted insignificant amounts and $451 million of collateral available for netting at June 30, 2019 and December 31, 2018.

The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves.

The following amounts were recorded in the condensed consolidated balance sheets related to items designated and qualifying as hedged items in fair value hedging relationships:



	June 30, 2019					December 31, 2018
	Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)			Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)
GM Financial long-term debt	$	20,545	$	(57	)	$	17,923	$	459

__________


(a)	Includes $208 million and $247 million of adjustments remaining on hedged items for which hedge accounting has been discontinued at June 30, 2019 and December 31, 2018.

Note 11. Product Warranty and Related Liabilities



	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Warranty balance at beginning of period	$	7,552		$	8,133		$	7,590		$	8,332
Warranties issued and assumed in period – recall campaigns	128			231			252			414
Warranties issued and assumed in period – product warranty	529			536			1,056			1,057
Payments	(728		)	(717		)	(1,460		)	(1,452		)
Adjustments to pre-existing warranties	(57		)	(135		)	(22		)	(217		)
Effect of foreign currency and other	15			(58		)	23			(144		)
Warranty balance at end of period	$	7,439		$	7,990		$	7,439		$	7,990

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Warranty balance at beginning of period $ 8,890
$ 8,639
$ 9,069
$ 8,550
Warranties issued and assumed in period – recall campaigns
173
306
527
627
Warranties issued and assumed in period – product warranty
481
631
1,586
1,717
Payments (787 ) (861 ) (2,382 ) (2,524 )
Adjustments to pre-existing warranties (317 ) 101
(405 ) 390
Effect of foreign currency and other 39
5
84
61
Warranty balance at end of period $ 8,479
$ 8,821
$ 8,479
$ 8,821

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at ~~September~~June 30, ~~2017. Refer to Note 13 for reasonably possible losses on Takata Corporation (Takata) matters.~~2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Refer to Note 13 for reasonably possible losses on Takata Corporation (Takata) matters.

Note 12. Pensions and Other Postretirement Benefits



	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
	Pension Benefits						Global OPEB Plans			Pension Benefits						Global OPEB Plans
	U.S.			Non-U.S.			Global OPEB Plans			U.S.			Non-U.S.			Global OPEB Plans
Service cost	$	98		$	29		$	4		$	82		$	39		$	5
Interest cost	566			118			55			512			117			48
Expected return on plan assets	(871		)	(192		)	—			(972		)	(208		)	—
Amortization of prior service cost (credit)	(1		)	1			(4		)	(1		)	1			(3		)
Amortization of net actuarial losses	3			30			7			3			37			13
Net periodic pension and OPEB (income) expense	$	(205	)	$	(14	)	$	62		$	(376	)	$	(14	)	$	63

Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Pension Benefits Global OPEB Plans Pension Benefits Global OPEB Plans
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 79
$ 45
$ 4
$ 96
$ 80
$ 4
Interest cost 536
115
51
553
127
50
Expected return on plan assets (919 ) (185 ) —
(945 ) (179 ) —
Amortization of prior service cost (credit) (1 ) 2
(3 ) (1 ) 4
(3 )
Amortization of net actuarial (gains) losses (2 ) 29
8
(6 ) 34
5
Net periodic pension and OPEB (income) expense $ (307 ) $ 6
$ 60
$ (303 ) $ 66
$ 56



	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
	Pension Benefits						Global OPEB Plans			Pension Benefits						Global OPEB Plans
	U.S.			Non-U.S.			Global OPEB Plans			U.S.			Non-U.S.			Global OPEB Plans
Service cost	$	196		$	64		$	8		$	165		$	105		$	10
Interest cost	1,132			238			109			1,025			237			98
Expected return on plan assets	(1,739		)	(387		)	—			(1,945		)	(420		)	—
Amortization of prior service cost (credit)	(2		)	2			(7		)	(2		)	2			(7		)
Amortization of net actuarial losses	6			59			15			5			74			26
Net periodic pension and OPEB (income) expense	$	(407	)	$	(24	)	$	125		$	(752	)	$	(2	)	$	127

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
Pension Benefits Global OPEB Plans Pension Benefits Global OPEB Plans
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 237
$ 131
$ 14
$ 287
$ 195
$ 13
Interest cost 1,608
366
149
1,659
384
150
Expected return on plan assets (2,757 ) (528 ) —
(2,834 ) (538 ) —
Amortization of prior service cost (credit) (3 ) 4
(10 ) (3 ) 10
(10 )
Amortization of net actuarial (gains) losses (5 ) 124
24
(19 ) 104
15
Net periodic pension and OPEB (income) expense $ (920 ) $ 97
$ 177
$ (910 ) $ 155
$ 168

~~We made discretionary contributions to our U.S. hourly~~The non-service cost components of net periodic pension ~~plan~~and other postretirement benefits (OPEB) income of ~~$2.0 billion~~$232 million and $420 million in the ~~nine~~three months ended ~~September~~June 30, ~~2016.~~2019 and 2018 and $462 million and $841 million in the six months ended June 30, 2019 and 2018 are presented in Interest income and other non-operating income, net.

Note 13. Commitments and Contingencies

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other ~~litigation, that arise in connection with our business as a global company.~~litigation. We identify below the material individual proceedings and investigations ~~in connection with which~~where we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016 total~~2018, we had accruals of ~~$1.1~~$1.4 billion and ~~$1.2~~$1.3 billion ~~were recorded~~ in Accrued liabilities and Other liabilities. In many ~~proceedings,~~matters, it is inherently difficult to determine whether ~~any~~ loss is probable or ~~even~~ reasonably possible or to estimate the size or range of the possible loss. Accordingly, an adverse ~~outcome~~outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

Proceedings Related to Ignition Switch Recall and Other Recalls In 2014 we announced various recalls relating to safety and other matters. Those recalls included recalls to repair ignition switches that could under certain circumstances unintentionally move from the “run” position to the “accessory” or “off” position with a corresponding loss of power, which could in turn prevent airbags from deploying in the event of a crash.

~~Through October 17, 2017 we were~~Economic-Loss Claims We are aware of over 100 putative class actions pending against GM in ~~various courts in the~~ U.S. and ~~Canada~~Canadian courts alleging that consumers who purchased or leased vehicles manufactured by GM or Motors Liquidation Company (MLC), formerly known as General Motors Corporation, had been economically harmed by one or more of the 2014 recalls ~~announced in 2014~~ and/or the underlying vehicle conditions associated with those recalls (economic-loss cases). In general, these economic-loss cases seek recovery for purported compensatory damages, such as alleged benefit-of-the-bargain damages or damages related to alleged diminution in value of the vehicles, as well as punitive damages, injunctive relief and other relief. ~~There is also~~

Many of the pending U.S. economic-loss claims have been transferred to, and consolidated in, a ~~civil action brought by~~single federal court, the ~~Arizona Attorney General~~U.S. District Court for the Southern District of New York (Southern District). These plaintiffs have asserted economic-loss claims under

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federal and state laws, including claims relating to recalled vehicles manufactured by GM and claims asserting successor liability relating to certain recalled vehicles manufactured by MLC.

In August 2017 the ~~recalls~~Southern District granted our motion to dismiss the successor liability claims of plaintiffs in seven of the sixteen states at issue on the motion and called for additional briefing to decide whether plaintiffs' claims can proceed in the other nine states. In December 2017, the Southern District granted GM's motion and dismissed the plaintiffs' successor liability claims in an additional state, but found that ~~seeks civil penalties~~there are genuine issues of material fact that prevent summary judgment for GM in eight other states. In January 2018, GM moved for reconsideration of certain portions of the Southern District's December 2017 summary judgment ruling. That motion was granted in April 2018, dismissing plaintiffs' successor liability claims in any state where New York law applies.

In September 2018, the Southern District granted our motion to dismiss claims for lost personal time (in 41 out of 47 jurisdictions) and ~~injunctive relief for alleged violations of state laws.~~certain unjust enrichment claims, but denied our motion to dismiss plaintiffs’ economic loss claims in 27 jurisdictions under the "manifest defect" rule. Significant summary judgment, class certification, and expert evidentiary motions remain at issue.

Personal Injury ClaimsWe also ~~were~~are aware of several hundred actions pending in various courts in the U.S. and Canada alleging injury or death as a result of defects that may be the subject of the 2014 recalls ~~announced in 2014~~ (personal injury cases). In general, these ~~personal injury~~ cases seek recovery for purported compensatory damages, punitive damages ~~and~~and/or other relief. Since 2016, several bellwether trials

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personal injury cases have taken place in the ~~personal injury cases in the U.S. District Court for the~~ Southern District ~~of New York (Southern District), which is administering a federal multi-district litigation,~~ and in a Texas state court, which is administering a Texas state multi-district ~~litigation (MDL).~~litigation. None of these trials resulted in a finding of liability against GM. ~~An additional personal injury bellwether trial is scheduled in 2018 along with non-bellwether trials in various courts.~~

~~On July 15,~~Appellate Litigation Regarding Successor Liability Ignition Switch ClaimsIn 2016, the ~~Southern District granted in part and denied in part GM's motion to dismiss plaintiffs' complaint in~~United States Court of Appeals for the ~~federal multi-district litigation seeking damages for alleged economic loss relating to~~Second Circuit held that the ignition switch and other recalls by GM in 2014. Among other things, the Southern District dismissed plaintiffs' claims brought under the Racketeer Influenced and Corrupt Organization Act (RICO) and rejected plaintiffs' broadest theory2009 order of damages – that plaintiffs could seek recovery for alleged reduction in the value of their vehicles due to damage to GM's reputation and brand as a result of the ignition switch matter. The Southern District granted GM's motion to dismiss with respect to certain state law claims but denied it as to other state law claims.

On September 15, 2016, plaintiffs filed a Fourth Amended Consolidated Complaint amending their economic-loss claims, and GM moved to dismiss certain claims in that Complaint as well. On June 30, 2017, the Southern District issued an order granting in part and denying in part GM’s motion. In its order, among other things, the Southern District reaffirmed its dismissal of plaintiffs’ brand devaluation claim and theory of damages and dismissed the claims of any plaintiff who purchased a vehicle before GM came into existence in July 2009. With respect to plaintiffs’ claims under the laws of certain states that were at issue in the motion, the Court granted GM’s motion to dismiss with respect to certain state law claims but denied it as to other state law claims.

~~In April 2015~~ the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court) ~~issued a decision precluding claims against us based upon pre-sale accidents, claims based upon~~approving the ~~acts or conduct by General Motors Corporation~~sale of substantially all of the assets of MLC to GM free and clear of, among other things, claims asserting successor liability for obligations owed by General Motors Corporation (successor liability claims), except for claims asserting liabilities that had been expressly assumed by us in the July 2009 Sale Agreement, and claims that could be asserted against us only if they were otherwise viable and arose solely out of our own independent post-closing acts and did not in any way rely on acts or conduct by General Motors Corporation.

On July 13, 2016 the United States Court of Appeals for the Second Circuit (Second Circuit) issued a decision and judgment affirming in part, reversing in part, and vacating portions of the Bankruptcy Court's decision and subsequent judgment. Among other things, the Second Circuit held that the 2009 Sale OrderMLC could not be enforced to bar claims against GM asserted by either plaintiffs who purchased used vehicles after the sale ~~closing~~ or against purchasers who asserted claims relating to the ignition switch defect, including ~~pre-closing~~pre-sale personal injury claims and economic-loss claims. ~~The Second Circuit also vacated that portion of~~

Contingently Issuable Shares Under the ~~Bankruptcy Court judgment enforcing the 2009~~Amended and Restated Master Sale ~~Order against plaintiffs with pre-sale claims based on defects other than the ignition switch~~ and ~~remanded that~~Purchase Agreement between us and MLC, GM may be obligated to issue to the Bankruptcy Court for further proceedings. In April 2017, the United States Supreme Court denied our petition for certiorari. Certain of these pre-sale claims were resolved through GM's Ignition Switch Recall Compensation Program (Compensation Program) and should not be the subject of additional litigation. For Plaintiffs asserting pre-sale claims related to the ignition switch defect that were not resolved by the Compensation Program, those Plaintiffs must still establish their right to assert successor liability claims and demonstrate that their claims have merit. In August 2017, the MDL court granted our motion to dismiss the successor liability claims of Plaintiffs in seven of the sixteen states at issue on the motion and called for additional briefing to decide whether Plaintiffs' claims can proceed in the other nine states.

~~In the putative shareholder class action filed in the United States District Court for the Eastern District of Michigan (Eastern District) on behalf of purchasers~~shares (Adjustment Shares) of our common stock ~~from November 17, 2010~~if allowed general unsecured claims against the MLC GUC Trust (GUC Trust), as estimated by the Bankruptcy Court, exceed $35.0 billion. The maximum number of Adjustment Shares issuable is 30 million shares (subject to adjustment to take into account stock dividends, stock splits and other transactions), which amounts to approximately $1.2 billion based on the GM share price as of July ~~24, 2014 (Shareholder Class Action),~~15, 2019. The GUC Trust stated in public filings that allowed general unsecured claims were approximately $31.9 billion at March 31, 2019. In 2016 and 2017, certain personal injury and economic loss plaintiffs filed motions in the ~~lead plaintiff,~~Bankruptcy Court seeking authority to file late claims against the ~~New York State Teachers' Retirement System, alleged that GM~~GUC Trust. In May 2018, the GUC Trust filed motions seeking the Bankruptcy Court’s approval of a proposed settlement with certain personal injury and ~~several current and former officers and employees made material misstatements and omissions~~economic loss plaintiffs, approval of a notice relating to ~~problems~~that proposed settlement and estimation of alleged personal injury and economic loss late claims for the purpose of obtaining an order requiring GM to issue the maximum number of Adjustment Shares. GM vigorously contested each of these motions.

In September 2018 the Bankruptcy Court denied without prejudice the GUC Trust’s motions described above, finding that the settling parties first need to obtain class certification with respect to the economic loss late claims. In February 2019, the GUC Trust and certain plaintiffs filed a motion with the ~~ignition switch and other matters in SEC filings and other public statements. On May 23, 2016~~Bankruptcy Court requesting approval of a new settlement to obtain the ~~Eastern District entered a judgment approving a class-wide settlement~~maximum number of ~~the Shareholder Class Action for $300 million. One shareholder has filed an appeal~~Adjustment Shares. In March 2019, we asserted several legal objections to this new settlement. We are unable to estimate any reasonably possible loss or range of ~~the decision approving the settlement.~~loss that may result from this matter.

Three shareholder derivative actions against certain current and former GM directors and officers are pending in the Eastern District. In two of those matters that have been consolidated, the Court issued an Order on August 4, 2017 denying our motion to dismiss without prejudice and granting leave for Plaintiff to file an amended complaint. The court is still considering a motion to dismiss in the other action. Two derivative actions filed in the Circuit Court of Wayne County, Michigan, which have been consolidated, are stayed pending disposition of the federal derivative actions.

Government MattersIn connection with the 2014 recalls, we have from time to time received subpoenas and other requests for information related to investigations by agencies or other representatives of U.S. federal, state and the Canadian governments, including the United States Attorney’s Office for the Southern District of New York (the U.S. Attorney's Office). Ongoing matters or investigations as of September 30, 2017, included litigation initiated by the Arizona Attorney General, litigation initiated by the Orange County

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

District Attorney, and investigations by 49 state attorneys general, and an inquiry from the U.S. General Services Administration which has subsequently been closed in light of our obligations under the Deferred Prosecution Agreement (DPA). Investigations into consumer protection claims by 49 state attorneys general and the litigation initiated by the Orange County District Attorney have been resolved. We believe we aregovernments. GM is cooperating ~~fully~~ with all reasonable pending requests for information. ~~Such~~Any existing governmental matters or investigations could in the future result in the imposition of damages, fines, civil consent orders, civil and criminal penalties or other remedies.

With regard to the investigation by the U.S. Attorney's Office, on September 16, 2015, we entered into the DPA with the U.S. Attorney's Office regarding its investigation of the events leading up to certain recalls regarding faulty ignition switches. Pursuant to the DPA we have paid the United States $900 million as a financial penalty, and we agreed to retain an independent monitor to review and assess our policies, practices or procedures related to statements about motor vehicle safety, the provision of information to those responsible for recall decisions, recall processes and addressing known defects in certified pre-owned vehicles. In addition, the U.S. Attorney's Office agreed to recommend to the Southern District that prosecution of GM on a two-count information filed in the Southern District be deferred for three years. The U.S. Attorney's Office also agreed that if we are in compliance with all of our obligations under the DPA, the U.S. Attorney's Office will, within 30 days after the expiration of the period of deferral (including any extensions thereto), seek dismissal with prejudice of the two-count information filed against GM. For a further description of the terms and conditions of the DPA refer to Note 15 of our 2016 Form 10-K.

The total amount accrued for ~~ignition switch and~~ the ~~various other related~~2014 recalls at ~~September~~June 30, ~~2017~~2019 reflects amounts for a combination of settled but unpaid matters, and for the remaining unsettled investigations, claims and/or lawsuits relating to the ignition switch recalls and other related ~~recalls.~~recalls to the extent that such matters are probable and can be reasonably estimated. The amounts accrued for those unsettled investigations, claims, and/or lawsuits represent a combination of our best single point estimates where determinable and, where no such single point estimate is determinable, our estimate of the low end of the range of probable loss with regard to such matters, if that is ~~determinable. We believe it is probable that we will incur additional liabilities beyond what has already been accrued for at least a portion~~

Table of the remaining matters, whether through settlement or judgment; however, we are currently unable to estimate an overall amount or range of loss because these matters involve significant uncertainties, including the legal theory or the nature of the investigations, claims and/or lawsuits, the complexity of the facts, the lack of documentation available to us with respect to particular cases or groups of cases, the results of any investigation or litigation and the timing of resolution of the investigation or litigations, including any appeals, further proceedings regarding interpretation and application of the Second Circuit's July 13, 2016 decision and certain common law doctrines, and further proceedings following the Southern District's July 15, 2016 decision and its June 30, 2017 decision on GM's motion to dismiss the Fourth Amended and Consolidated Complaint.Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

determinable. We will continue to consider resolution of pending matters involving ignition switch recalls and other recalls where it makes sense to do so.

GM Korea Wage Litigation ~~Commencing on or about September 29, 2010~~GM Korea is party to litigation with current and former hourly employees ~~of GM Korea Company (GM Korea) filed eight separate group actions~~ in the appellate court and Incheon District Court in Incheon, Korea. The ~~cases,~~group actions, which in the aggregate involve more than 10,000 employees, allege that GM Korea failed to include bonuses and certain allowances in its calculation of Ordinary Wages due under ~~the Presidential Decree of the~~ Korean ~~Labor Standards Act. On November 23,~~regulations. In 2012, the Seoul High Court (an intermediate level appellate court) affirmed a decision in one of ~~the Incheon District Court in a case~~these group actions involving five GM Korea employees which was contrary to GM Korea's position. GM Korea appealed to the Supreme Court of the Republic of Korea (Supreme Court). ~~On May 29,~~In 2014, the Supreme Court largely agreed with GM’s legal arguments and remanded the case to the Seoul High Court for consideration consistent with earlier Supreme Court precedent holding that while fixed bonuses should be included in the calculation of Ordinary Wages, claims for retroactive application of this rule would be barred under certain circumstances. OnIn 2015, on reconsideration, the Seoul High Court held in GM Korea’s favor, ~~on October 30, 2015,~~ after which the plaintiffs appealed to the Supreme Court. In July 2014 GM Korea and its labor union also agreed to include bonuses and certain allowances in Ordinary Wages retroactive to March 1, 2014. Therefore our accrual related to these cases was reclassified fromThe Supreme Court has not yet rendered a ~~contingent liability to the Pensions liability.~~decision. We estimate our reasonably possible loss in excess of amounts accrued to be approximately ~~$547~~$590 million at ~~September~~June 30, 2017, which relates to periods before March 1, 2014. We are also party to litigation with current and former salaried employees over allegations relating to Ordinary Wages regulation. On November 26 and 27, 2015 the Supreme Court remanded two salary cases to the Seoul High Court for a review of the merits. On September 1, 2017, the Seoul High Court issued a ruling concerning those two salary cases and another salaried worker case. Among other things, the Seoul High Court held that there was no agreement between GM Korea and its salaried workers regarding whether to include fixed bonuses in the calculation of Ordinary Wages. As a result, the workers are not barred from filing retroactive wage claims. On September 13, 2017, GM Korea appealed this ruling to the Supreme Court. At September 30, 2017 the reasonably possible loss for salary cases in excess of amounts accrued was approximately $169 million.2019. Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes ~~available. These cases~~available or the legal or regulatory frameworks change.

GM Korea is also party to litigation with current and former salaried employees over allegations relating to ordinary wages regulation and whether to include fixed bonuses in the calculation of ordinary wages. In 2017, the Seoul High Court held that certain workers are not barred from filing retroactive wage claims. GM Korea appealed this ruling to the Supreme Court. The Supreme Court has not yet rendered a decision. We estimate our reasonably possible loss in excess of amounts accrued to be approximately $160 million at June 30, 2019. Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes available or the legal or regulatory frameworks change.

GM Korea is also party to litigation with current and former subcontract workers over allegations that they are entitled to the same wages and benefits provided to full-time employees, and to be hired as full-time employees. In May 2018 the Korean labor authorities issued an adverse administrative order finding that GM Korea must hire certain current subcontract workers as full-time employees. GM Korea appealed that order. At June 30, 2019, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was insignificant. We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately $140 million at June 30, 2019. We are currently ~~pending before various courts in Korea.~~unable to estimate any possible loss or range of loss that may result from additional claims that may be asserted by former subcontract workers.

GM Brazil Indirect Tax Claim In ~~March 2017~~February 2019, the ~~Supreme~~Superior Judicial Court of Brazil ~~issued~~rendered a favorable decision ~~concluding that~~on a case brought by GM Brazil, challenging whether a certain state ~~value added~~value-added tax should ~~not~~ be included in the calculation of federal gross receipts taxes. The decision ~~reduces~~will allow the Company the right to recover, through offset of federal tax liabilities, amounts collected by the government from October 2007 to December 2014. As a result of the favorable decision, we recorded pre-tax recoveries of $857 million to Automotive and other cost of sales in the three months ended March 31, 2019. In April 2019, the Superior Judicial Court of Brazil rendered a favorable decision on another GM ~~Brazil’s gross~~Brazil case, granting us the right to recover tax amounts collected by the government from August 2001 to September 2007. We recorded pre-tax recoveries of $380 million in the three months ended June 30, 2019. Timing on realization of these recoveries is dependent upon the timing of administrative approvals and generation of federal tax liabilities eligible for offset.

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~~receipts tax prospectively and, potentially, retrospectively.~~ The retrospective right to recover isfor other periods remains under judicial review, and ~~we do not expect resolution during 2017.~~a decision could be rendered in 2019. If the ~~Supreme~~Superior Judicial Court of Brazil grants retrospective recovery right for the other periods, we estimate additional potential pre-tax recoveries of up to $1.5 billion. However, given the remaining uncertainty regarding the ultimate judicial resolution of this matter we are unable to assess the likelihood of any favorable outcome at this time. We have not recorded any amounts relating to the retrospective nature of this matter.$100 million.

Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings are pending against us or our related companies or joint ventures, including matters arising out of alleged product defects; employment-related matters; product and workplace safety, vehicle emissions ~~including CO~~₂and ~~nitrogen oxide,~~ fuel economy ~~and related government~~ regulations; product warranties; financial services; dealer, supplier and other contractual relationships; ~~government regulations relating to payments to foreign companies;~~ government regulations relating to competition issues; tax-related matters not subject to the provision of Accounting Standards Codification ~~(ASC)~~ 740, Income Taxes (indirect tax-related matters); product design, manufacture and performance; consumer protection laws; and environmental protection laws, including laws regulating air emissions, water discharges, waste management and environmental ~~remediation.~~remediation from stationary sources.

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There are several putative class actions pending against GM in federal courts in the U.S. ~~and in~~, the Provincial Courts in Canada and Israel alleging that various vehicles sold, including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and ~~state~~foreign emission standards. GM has also ~~faces~~faced a series of additional lawsuits based primarily on allegations in the Duramax suit, including putative shareholder class actions claiming violations of federal securities ~~law.~~law and a shareholder demand lawsuit. The securities lawsuits have been voluntarily dismissed. 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.

We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. It is possible that the resolution of one or more of these matters could exceed the amounts accrued in an amount that could be material to our results of operations. We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives of U.S. federal, state and foreign governments on a variety of issues.

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain ~~South American~~ administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of security which may range from $200 million to ~~$600~~$500 million at ~~September~~June 30, ~~2017.~~2019. Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at ~~September~~June 30, ~~2017.~~2019. We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. For indirect tax-related matters we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately ~~$1.0 billion~~$950 million at ~~September~~June 30, ~~2017.~~2019.

Takata Matters OnIn May 4, 2016, the National Highway Traffic Safety Administration (NHTSA) issued an amended consent order requiring Takata to file defect information reports (DIRs) for previously unrecalled front airbag inflators that contain ~~phase-stabilized~~phased-stabilized ammonium nitrate-based propellant without a moisture absorbing desiccant on a multi-year, risk-based schedule through 2019 impacting tens of millions of vehicles produced by numerous automotive manufacturers. NHTSA concluded that the likely root cause of the rupturing of the airbag inflators is a function of time, temperature cycling and environmental moisture.

~~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 unrecalled GM vehicles within ~~the~~ scope of the Takata DIRs, in cooperation with NHTSA we have 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~~pickup trucks and sport utility vehicles (SUVs). On November 15, 2016 we filed a petition for inconsequentiality and request for deferral of determination regarding those GMT900 vehicles. On November 28, 2016 NHTSA granted GM's deferral request in connection with this petition. The deferral provided GM until August 31, 2017 to present evidence and analysis that our vehicles do not pose an unreasonable risk to motor vehicle safety.

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, weWe have also filed ~~a second petition~~petitions for inconsequentiality ~~and deferral of decision~~ with respect to the vehicles subject to ~~our January~~

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~~2017~~those Preliminary DIRs. ~~On January 18, 2017,~~ NHTSA has consolidated our ~~first and second~~ petitions ~~for inconsequentiality~~ and will rule on ~~both~~them at the same time.

~~On August 25, 2017,~~While these petitions have been pending, we ~~filed a supplemental brief in support of our petitions that~~have provided NHTSA with the results of our long-term ~~study~~studies and ~~testing and~~the studies performed by third-party experts, all of which form the basis for our determination that the inflators in these vehicles do not present an unreasonable risk to safety and that no repair should ultimately be required. ~~In our brief, we requested that NHTSA grant our petitions or, in the alternative, grant an additional deferral period to provide time for further testing.~~

We believe these vehicles are currently performing as designed and ~~ongoing testing continues to~~our inflator aging studies and field data support the belief that the vehicles' unique design and integration mitigates against inflator propellant degradation and rupture risk. For example, the airbag inflators used in the vehicles are a variant engineered specifically for our vehicles, and include features such as greater venting, unique propellant wafer configurations, and machined steel end caps. The inflators are packaged in the instrument panel in such a way as to minimize exposure to moisture from the climate control system. Also, these vehicles have features that minimize the maximum temperature to which the inflator will be exposed, such as larger interior volumes and standard solar absorbing windshields and side glass.

Accordingly, no warranty provision has been made for any repair associated with our vehicles subject to the Preliminary DIRs and amended consent order. However, in the event we are ultimately obligated to repair the vehicles subject to current or future Takata DIRs under the amended consent order in the U.S., we estimate a reasonably possible impact to GM of approximately ~~$1.0~~$1.2 billion.

GM ~~is engaged in discussions with regulators~~has recalled certain vehicles sold outside of the U.S. ~~with respect~~ to replace Takata ~~inflators.~~inflators in those vehicles. There are significant differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We continue to gather and analyze evidence about these inflators and to share our findings with regulators. ~~We were required to recall certain vehicles outside of the U.S. in the three months ended September 30, 2017 to replace Takata inflators in these vehicles.~~ Additional recalls, if any, could be material to our results of operations and cash flows. We continue to monitor the international situation.

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Through ~~October 17, 2017~~July 15, 2019 we ~~were~~are aware of ~~two~~five putative class actions ~~pending~~filed against GM in federal court in the U.S., one putative class action in Mexico, one putative class action in Israel and ~~four~~three putative class actions pending in various Provincial Courts in Canada arising out of allegations that airbag inflators manufactured by Takata are defective. At this early stage of these proceedings, we are unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the amounts or range of possible loss. ~~On August 16, 2017, the bankruptcy court hearing the Takata bankruptcy entered an order staying all Takata related litigation against automotive manufacturers, including GM, until November 16, 2017.~~

Product Liability With respect to product liability claims (other than claims relating to the ignition switch recalls discussed above) involving GM and General Motors Corporation products, we believe that any judgment against us for actual damages will be adequately covered by ourWe recorded accruals and, where applicable, excess liability insurance coverage. In addition we indemnify dealers for certain product liability related claims, including claims related to products sold by General Motors Corporation's dealers. At September 30, 2017 and December 31, 2016 liabilities of ~~$615~~$532 million and ~~$656~~$531 million ~~were recorded~~ in Accrued liabilities and Other liabilities at June 30, 2019 and December 31, 2018 for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured. ~~In light of vehicle recalls in recent years it~~It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. Other than claims relating to the ignition switch recalls discussed above, we believe that any judgment against us involving our and General Motors Corporation products for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage.

Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures. ~~We also provide vehicle repurchase guarantees and payment guarantees on commercial loans outstanding with third parties such as dealers.~~ These guarantees terminate in years ranging from ~~2017~~2019 to ~~2032~~2024 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately covered ~~and~~by our recorded accruals, which are insignificant. The maximum ~~liability, calculated as~~ future undiscounted payments ~~was $5.2~~mainly based on vehicles sold to date were $2.6 billion and ~~$4.3~~$2.4 billion for these guarantees at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the majority of which ~~relate~~relates to the indemnification agreements.

We provide payment guarantees on commercial loans outstanding with third parties such as dealers. In some instances, certain assets of the party or our payables to the party whose debt or performance we have guaranteed may offset, to some degree, the amount of any potential future payments. We are also exposed to residual value guarantees associated with certain ~~guarantees. Our payables~~sales to the party whose debt or performance we have guaranteed may also reduce the amount of certain guarantees. If vehicles are required to be repurchased under vehicle repurchase obligations, the total exposure would be reduced to the extent vehicles are able to be resold to another dealer.rental car companies.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations. Insignificant amounts have been recorded for such obligations as the majority of them are not probable or estimable at this time and the fair value of the guarantees at issuance was insignificant. Refer to Note 18 for additional information on our indemnification obligations to Peugeot, S.A. (PSA Group) under the Master Agreement (the Agreement).

Operating Leases Our portfolio of leases consists primarily of real estate office space, manufacturing and warehousing facilities, land and equipment. Certain leases contain escalation clauses and renewal or purchase options, and generally our leases have no residual value guarantees or material covenants. We exclude leases with a term of one year or less from our balance sheet, and do not separate non-lease components from our real estate leases.

Rent expense under operating leases was $96 million and $182 million in the three and six months ended June 30, 2019. Variable lease costs were insignificant in the three and six months ended June 30, 2019. At June 30, 2019 operating lease right of use assets in Other assets were $956 million, operating lease liabilities in Accrued liabilities were $231 million and non-current operating lease liabilities in Other liabilities were $824 million. Operating lease right of use assets obtained in exchange for lease obligations were $163 million in the six months ended June 30, 2019. Our undiscounted future lease obligations related to operating leases having initial terms in excess of one year are $140 million for the six months ending December 31, 2019 and $242 million, $214 million, $147 million, $133 million and $342 million for the years 2020, 2021, 2022, 2023 and thereafter, with imputed interest of $163 million as of June 30, 2019. The weighted average discount rate was 4.5% and the weighted-average remaining lease term was 6.0 years at June 30, 2019. Payments for operating leases included in Net cash provided by (used in) operating activities were $175 million in the six months ended June 30, 2019. As of June 30, 2019 we entered into lease agreements, mainly for office space, that have not yet commenced with gross future lease obligations of $379 million.

Note 14.Income Taxes

For interim income tax reporting we estimate our annual effective tax rate and apply it to our year to date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from ~~2007~~2009 to ~~2016~~2018 with various significant tax jurisdictions.

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In the three months ended ~~September~~June 30, ~~2017~~2019 Income tax expense of $2.3 billion primarily resulted from tax expense attributable to entities included in our effective tax rate calculation of $583 million including tax benefits from foreign dividends and $2.3 billion related to the establishment of a valuation allowance on deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business as described in Note 2, partially offset by tax benefits related to tax settlements. In the three months ended September 30, 2016 Income tax expense of $902$524 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation, ~~of $1.3 billion,~~ partially offset by tax benefits related to ~~foreign currency losses.~~

tax settlements. In the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2018 Income tax expense of ~~$3.6 billion~~$519 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation.

In the six months ended June 30, 2019 Income tax expense of $661 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation, of $2.1 billion including tax benefits from foreign dividends and $2.3 billion related to the establishment of a valuation allowance on deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business as described in Note 2, partially offset by tax benefits related to a release of valuation allowance, tax ~~settlements.~~settlements and benefits from foreign dividends. In the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2018 Income tax expense of ~~$2.4 billion~~$985 million primarily resulted from tax expense attributable to entities included in our effective tax rate ~~calculation of $3.4 billion, partially offset by tax benefits related to foreign currency losses, tax settlements and deductions taken for stock investments in non-U.S. affiliates.~~calculation.

At ~~September~~June 30, ~~2017~~2019 we had ~~$30.1~~$23.2 billion of net deferred tax assets consisting of net operating losses and income tax credits, capitalized research expenditures and other timing differences that are available to offset future income tax liabilities, partially offset by valuation allowances. The net operating losses and income tax credits include U.S. operating loss and tax credit carryforward deferred tax assets of $9.6 billion that expire by 2037 if not utilized; and Non-U.S. operating loss and tax credit carryforward deferred tax assets of $4.9 billion of which $946 million expire by 2037 if not utilized and $4.0 billion can be carried forward indefinitely.

Note 15. Restructuring and Other Initiatives

We have executed various restructuring and other initiatives and we may execute additional initiatives in the future, if necessary, to streamline manufacturing capacity and reduce other costs to improve the utilization of remaining facilities. To the extent these programs involve voluntary separations, ~~no liabilities are~~a liability is generally recorded ~~until~~at the time offers to employees are accepted. To the extent these programs provide separation benefits in accordance with pre-existing agreements, a liability is recorded once the amount is probable and reasonably estimable. If employees are involuntarily terminated, a liability is generally recorded at the communication date. Related charges are recorded in Automotive and other cost of sales and Automotive and other selling, general and administrative expense. The following table summarizes the reserves and charges related to restructuring and other initiatives, including postemployment benefit reserves and charges:



	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Balance at beginning of period	$	830		$	633		$	1,122		$	227
Additions, interest accretion and other	242			137			288			592
Payments	(166		)	(458		)	(483		)	(495		)
Revisions to estimates and effect of foreign currency	13			(38		)	(8		)	(50		)
Balance at end of period	$	919		$	274		$	919		$	274

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Balance at beginning of period $ 493
$ 333
$ 268
$ 383
Additions, interest accretion and other 43
29
333
369
Payments (75 ) (24 ) (150 ) (429 )
Revisions to estimates and effect of foreign currency (7 ) (30 ) 3
(15 )
Balance at end of period $ 454
$ 308
$ 454
$ 308

In the ~~nine~~three and six months ended ~~September~~June 30, ~~2017,~~2019 restructuring and other initiatives primarily ~~include restructuring~~included actions related to our announced transformation activities, which includes the unallocation of products to certain manufacturing facilities and other employee separation programs. We recorded charges of $361 million, primarily in GMNA, in the three months ended June 30, ~~2017~~2019 consisting of $231 million primarily in ~~GMIO.~~supplier-related charges, which are reflected in the table above, and $130 million primarily in non-cash accelerated depreciation, not reflected in the table above. We recorded charges of $1.2 billion, primarily in GMNA, in the six months ended June 30, 2019 consisting of $911 million primarily in non-cash accelerated depreciation, not reflected in the table above, and $240 million primarily in supplier-related charges, which are reflected in the table above. These programs have a total cost since inception of $2.5 billion and we expect to incur additional restructuring and other charges in the six months ending December 31, 2019 that range from $500 million to $1.1 billion, primarily related to employee-related separation charges, accelerated depreciation and supplier-related charges. We incurred $487 million in cash outflows resulting from these restructuring actions, primarily for employee separation payments, in the six months ended June 30, 2019. We expect additional cash outflows related ~~primarily~~ to ~~the withdrawal~~these activities of ~~Chevrolet from the Indian and South African markets~~approximately $1.3 billion to be substantially complete by the end of ~~2017~~2020.

In the three and six months ended June 30, 2018 restructuring and other initiatives primarily included the ~~transition~~closure of ~~our South Africa manufacturing operations to Isuzu Motors. We intend to continue manufacturing vehicles~~a facility and other restructuring actions in ~~India for sale to certain export markets.~~Korea. We recorded charges of ~~$460~~$132 million and $1.0 billion in Korea in GMI, net of noncontrolling interests in the three and six months ended June 30, 2018. These charges consisted of $73 million primarily in supplier claims and $537 million in ~~GMIO primarily consisting of $297 million of~~non-cash asset impairments ~~sales incentives, inventory provisions~~ and other charges, not reflected in the table above, and $59 million and $495 million in employee separation charges, which are reflected in the table above, in the three and six months ended June 30, 2018. We incurred $676 million in cash outflows in the six months ended June 30, 2018 and $775 million in cash outflows in the year ended December 31, 2018resulting from these Korea restructuring actions primarily for employee separations and statutory pension payments. These programs were substantially complete at December 31, 2018.

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charges, not reflected in the table above, and $163 million of dealer restructurings, employee separations and other contract cancellation costs, which are reflected in the table above and insignificant costs for separation and other programs in GMNA and GMSA. We expect to complete these programs in 2017.

Other GMIO restructuring programs reflected in the table above include separation and other programs in Australia, Korea and India and the withdrawal of the Chevrolet brand from Europe. Collectively these programs had a total cost since inception in 2013 of $883 million. We expect to complete these programs in 2017 and incur insignificant additional restructuring and other charges.

In the nine months ended September 30, 2016 restructuring and other initiatives related primarily to charges of $240 million in the three months ended March 31, 2016 in GMNA related to the cash severance incentive program to qualified U.S. hourly employees under our 2015 labor agreement with the International Union, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW) and insignificant costs for separation and other programs in Australia, Korea and India and the withdrawal of the Chevrolet brand from Europe.

Note 16. Stockholders' Equity and Noncontrolling Interests

~~At September 30, 2017 and December 31, 2016 we~~We had 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for ~~issuance. At September 30, 2017~~issuance and ~~December 31, 2016 we had~~ 1.4 ~~billion and 1.5~~ billion shares of common stock issued and ~~outstanding.~~ outstanding at June 30, 2019 and December 31, 2018.

GM Cruise Preferred Shares In May 2019, GM Cruise Holdings LLC (GM Cruise Holdings), our subsidiary, entered into a Purchase Agreement with SoftBank Vision Fund (AIV M2), L.P. (The Vision Fund), General Motors Holdings LLC, Honda Motor Co., Ltd. (Honda), and certain other investors pursuant to which GM Cruise Holdings received $1.1 billion in exchange for issuing Class F Preferred Shares (GM Cruise Class F Preferred Shares), including $687 million from General Motors Holdings LLC, representing approximately 6.4% of the ~~nine months ended September 30, 2017~~fully diluted equity of GM Cruise Holdings. In July 2019, regulatory approval was received resulting in an additional insignificant amount becoming due from The Vision Fund. All proceeds related to the GM Cruise Class F Preferred Shares are designated exclusively for working capital and ~~2016 we purchased 86 million and 48 million shares~~general corporate purposes of ~~our outstanding~~GM Cruise. The GM Cruise Class F Preferred Shares participate pari passu with holders of GM Cruise Holdings common stock ~~for $3.0 billion and $1.5 billion as part~~in any dividends declared. The GM Cruise Class F Preferred Shares have the right to vote on the election of one director, who is elected by the vote of a majority of the GM Cruise Holdings common stock ~~repurchase program announced in March 2015, which our Board~~and the GM Cruise Class F Preferred Shares. Prior to an initial public offering, the holders of ~~Directors increased and extended in January 2016 and January 2017. Our total dividends paid on~~GM Cruise Class F Preferred Shares are restricted from transferring the GM Cruise Class F Preferred Shares until May 7, 2023. The GM Cruise Class F Preferred Shares only convert into common stock ~~were $546~~of GM Cruise Holdings, at specified exchange ratios, upon occurrence of an initial public offering. No covenants or other events of default that can trigger redemption of the Class F Preferred Shares exist. The GM Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation, or dissolution of GM Cruise Holdings. The GM Cruise Class F Preferred Shares are classified as noncontrolling interests in our condensed consolidated financial statements. As of June 30, 2019, external investors held 17.1% of the fully diluted equity in GM Cruise Holdings.

In June 2018, GM Cruise Holdings issued $900 million of convertible preferred shares (GM Cruise Preferred Shares) to an affiliate of The Vision Fund which subsequently assigned such shares to The Vision Fund. Immediately prior to the issuance of the GM Cruise Preferred Shares, we invested $1.1 billion in GM Cruise Holdings. When GM Cruise's autonomous vehicles are ready for commercial deployment, The Vision Fund is obligated to purchase additional GM Cruise Preferred Shares for $1.35 billion. All proceeds are designated exclusively for working capital and ~~$585~~general corporate purposes of GM Cruise. Dividends are cumulative and accrue at an annual rate of 7% and are payable quarterly in cash or in-kind, at GM Cruise's discretion. The GM Cruise Preferred Shares are also entitled to participate in GM Cruise dividends above a defined threshold. Prior to an initial public offering, The Vision Fund is restricted from transferring the GM Cruise Preferred Shares until June 28, 2025. The GM Cruise Preferred Shares are classified as noncontrolling interests in our condensed consolidated financial statements.

GM Korea Preferred Shares In May 2018, the Korea Development Bank (KDB) agreed to purchase approximately $750 million of GM Korea’s Class B Preferred Shares from GM Korea (GM Korea Preferred Shares), $361 million of which was received in June 2018 with the remainder received in the three months ended ~~September 30, 2017~~December 31, 2018. Dividends on the GM Korea Preferred Shares are cumulative and ~~2016~~accrue at an annual rate of 1%. GM Korea can call the preferred shares at their original issue price six years from the date of issuance and ~~$1.7 billion and $1.8 billion~~once called, the preferred shares can be converted into common shares of GM Korea at the option of the holder. The KDB investment can only be used for purposes of funding capital expenditures in ~~the nine months ended September 30, 2017 and 2016.~~

~~In September 2017~~ GM ~~Financial issued $1.0 billion of Fixed-to-Floating Rate Cumulative Perpetual~~Korea. The GM Korea Preferred ~~Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share. The preferred stock is~~Shares are classified as noncontrolling interests onin our condensed consolidated financial statements. ~~Dividends will be paid semi-annually when declared starting March 30, 2018 at a fixed rate~~In conjunction with the GM Korea Preferred Share issuance we agreed to provide GM Korea future funding, if needed, not to exceed $2.8 billion through December 31, 2027, inclusive of 5.75% or approximately $58 million annually for the first 10 years after issuance, after which, if not called, dividends will be paid based on a floating rate. The following table summarizes the significant components$2.0 billion of ~~Accumulated other comprehensive loss:~~planned capital expenditures through 2027.

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Foreign Currency Translation Adjustments
Balance at beginning of period $ (2,162 ) $ (1,959 ) $ (2,355 ) $ (2,034 )
Other comprehensive income (loss) net of reclassification adjustment, noncontrolling interests and tax(a)(b) 370
(70 ) 563
5
Balance at end of period $ (1,792 ) $ (2,029 ) $ (1,792 ) $ (2,029 )
Defined Benefit Plans
Balance at beginning of period $ (7,208 ) $ (5,950 ) $ (6,968 ) $ (5,999 )
Other comprehensive income (loss) before reclassification adjustment, net of tax(a) 87
(3 ) (256 ) (18 )
Reclassification adjustment, net of tax(a)(c) 1,126
33
1,229
97
Other comprehensive income, net of tax(a) 1,213
30
973
79
Balance at end of period $ (5,995 ) $ (5,920 ) $ (5,995 ) $ (5,920 )

~~__________~~


~~(a)~~	~~The income tax effect was insignificant in the three and nine months ended September 30, 2017 and 2016.~~


~~(b)~~	~~The reclassification adjustments and noncontrolling interests were insignificant in the three and nine months ended September 30, 2017 and 2016.~~


~~(c)~~	$1.2 billion is included in the loss on sale of the Opel/Vauxhall Business in the three and nine months ended September 30, 2017. An insignificant amount is included in the computation of periodic pension and OPEB (income) expense in the three and nine months ended September 30, 2017 and 2016.

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~~Note 17. Earnings Per Share~~

The following table summarizes the significant components of Accumulated other comprehensive loss:

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Basic earnings per share
Income from continuing operations(a) $ 115
$ 2,768
$ 5,222
$ 7,473
Less: cumulative dividends on GM Financial preferred stock (2 ) —
(2 ) —
Income from continuing operations attributable to common stockholders 113
2,768
5,220
7,473
Income (loss) from discontinued operations, net of tax (3,096 ) 5
(3,935 ) 119
Net income (loss) attributable to common stockholders $ (2,983 ) $ 2,773
$ 1,285
$ 7,592

Weighted-average common shares outstanding 1,445
1,550
1,483
1,548

Basic earnings per common share – continuing operations $ 0.08
$ 1.79
$ 3.52
$ 4.83
Basic earnings (loss) per common share – discontinued operations $ (2.14 ) $ —
$ (2.65 ) $ 0.07
Basic earnings (loss) per common share $ (2.06 ) $ 1.79
$ 0.87
$ 4.90
Diluted earnings per share
Income from continuing operations attributable to common stockholders – diluted(a) $ 113
$ 2,768
$ 5,220
$ 7,472
Income (loss) from discontinued operations, net of tax – diluted $ (3,096 ) $ 5
$ (3,935 ) $ 119
Net income (loss) attributable to common stockholders – diluted $ (2,983 ) $ 2,773
$ 1,285
$ 7,591

Weighted-average common shares outstanding – basic 1,445
1,550
1,483
1,548
Dilutive effect of warrants and awards under stock incentive plans 27
24
24
30
Weighted-average common shares outstanding – diluted 1,472
1,574
1,507
1,578

Diluted earnings per common share – continuing operations $ 0.08
$ 1.76
$ 3.46
$ 4.73
Diluted earnings (loss) per common share – discontinued operations $ (2.11 ) $ —
$ (2.61 ) $ 0.08
Diluted earnings (loss) per common share $ (2.03 ) $ 1.76
$ 0.85
$ 4.81
Potentially dilutive securities(b) 6
26
6
26



	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Foreign Currency Translation Adjustments
Balance at beginning of period	$	(2,125	)	$	(1,498	)	$	(2,250	)	$	(1,606	)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment, tax and impact of adoption of accounting standards(a)(b)(c)	47			(328		)	172			(220		)
Balance at end of period	$	(2,078	)	$	(1,826	)	$	(2,078	)	$	(1,826	)

Defined Benefit Plans
Balance at beginning of period	$	(6,701	)	$	(6,524	)	$	(6,737	)	$	(6,398	)
Other comprehensive income (loss) before reclassification adjustment, net of tax and impact of adoption of accounting standards(b)(c)	(28		)	190			(29		)	20
Reclassification adjustment, net of tax(b)	34			44			71			88
Other comprehensive income, net of tax and impact of adoption of accounting standards(b)(c)	6			234			42			108
Balance at end of period(d)	$	(6,695	)	$	(6,290	)	$	(6,695	)	$	(6,290	)

__________


(a)	~~Net of Net (income) loss attributable to~~The noncontrolling ~~interests.~~ interests and reclassification adjustment were insignificant in the three and six months ended June 30, 2019 and 2018.


(b)	~~Potentially dilutive securities attributable~~The income tax effect was insignificant in the three and six months ended June 30, 2019 and 2018.


(c)	Refer to ~~outstanding stock options were excluded from~~our 2018 Form 10-K for additional information on adoption of accounting standards in 2018.


(d)	Consists primarily of unamortized actuarial loss on our defined benefit plans. Refer to the ~~computation~~critical accounting estimates section of ~~diluted earnings per share because the securities would have had an antidilutive effect.~~our 2018 Form 10-K for additional information.

~~Note 18.Acquisition of Business~~

On May 12, 2016 we acquired all of the outstanding capital stock of Cruise Automation Inc., an autonomous vehicle technology company, to further accelerate our development of autonomous vehicles. The deal consideration at closing was $581 million, of which $291 million was paid in cash and approximately $290 million was paid through the issuance of new common stock. The fair value of the common stock issued was determined based on the closing price of our common stock on May 12, 2016. In conjunction with the acquisition, we entered into other agreements that will result in future costs contingent upon the continued employment of key individuals and additional performance-based awards contingent upon the achievement of specific technology and commercialization milestones.

Of the total consideration, $130 million was allocated to intangible assets, primarily in-process research and development with an indefinite life until fully developed and commercialized, $39 million was allocated to deferred tax liabilities, net of other assets, and $490 million was allocated to non-tax-deductible goodwill in Corporate primarily related to the synergies expected to arise as a result of the acquisition.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 17. Earnings Per Share



	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Basic earnings per share
Income from continuing operations(a)	$	2,418		$	2,390		$	4,575		$	3,506
Less: cumulative dividends on subsidiary preferred stock	(37		)	(15		)	(75		)	(29		)
Income from continuing operations attributable to common stockholders	2,381			2,375			4,500			3,477
Loss from discontinued operations, net of tax	—			—			—			70
Net income attributable to common stockholders	$	2,381		$	2,375		$	4,500		$	3,407

Weighted-average common shares outstanding	1,420			1,410			1,419			1,409

Basic earnings per common share – continuing operations	$	1.68		$	1.68		$	3.17		$	2.47
Basic loss per common share – discontinued operations	$	—		$	—		$	—		$	0.05
Basic earnings per common share	$	1.68		$	1.68		$	3.17		$	2.42
Diluted earnings per share
Income from continuing operations attributable to common stockholders – diluted(a)	$	2,381		$	2,375		$	4,500		$	3,477
Loss from discontinued operations, net of tax – diluted	$	—		$	—		$	—		$	70
Net income attributable to common stockholders – diluted	$	2,381		$	2,375		$	4,500		$	3,407

Weighted-average common shares outstanding – basic	1,420			1,410			1,419			1,409
Dilutive effect of warrants and awards under stock incentive plans	18			21			18			21
Weighted-average common shares outstanding – diluted	1,438			1,431			1,437			1,430

Diluted earnings per common share – continuing operations	$	1.66		$	1.66		$	3.13		$	2.43
Diluted loss per common share – discontinued operations	$	—		$	—		$	—		$	0.05
Diluted earnings per common share	$	1.66		$	1.66		$	3.13		$	2.38
Potentially dilutive securities(b)	7			4			7			4

__________


(a)	Net of Net loss attributable to noncontrolling interests.


(b)	Potentially dilutive securities attributable to outstanding stock options and Restricted Stock Units (RSUs) were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.

Note 18. Discontinued Operations

On July 31, 2017 we closed the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to PSA Group. On October 31, 2017 we closed the sale of the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Our wholly owned subsidiary (the Seller) agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities including certain emissions and product liabilities. The Company entered into a guarantee for the benefit of PSA Group and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify PSA Group. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Although the sale reduced our new vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale. In Germany, the Kraftfahrt-Bundesamt (KBA) issued an order in October 2018, which would convert Opel’s existing voluntary recall of certain vehicles into a mandatory recall for allegedly failing to comply with certain emissions regulations. In addition, at the KBA's request, the German authorities re-opened a separate criminal investigation that had previously been closed with no action. Opel is challenging the mandatory recall order of the KBA in court on the grounds that the emission control systems contained in the subject vehicles have at all times complied with the regulations in place when the vehicles were manufactured, tested, approved and sold.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

In 2017 and 2018, Opel initiated a voluntarily recall/service campaign for many of these vehicles and such voluntary actions remain ongoing while Opel’s challenge of the mandatory recall remains pending. Opel’s voluntary recall and service actions have been undertaken at its own expense, and this expense should not be transferred to the Seller because it was accounted for at the time of the sale. However, the Seller may be obligated to indemnify PSA Group for certain additional expenses resulting from any mandatory recall that might be ordered to be implemented, as well as related potential litigation costs, settlements, judgments and potential fines. We are unable to estimate any reasonably possible loss or range of loss that may result from this matter.

We continue to purchase from and supply to PSA Group certain vehicles, parts and engineering services for a period of time following closing. The following table summarizes transactions with the Opel/Vauxhall Business:



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Net sales and revenue(a)	$	441	$	561	$	868	$	1,168
Purchases and expenses(a)	$	213	$	361	$	405	$	837
Cash payments(b)					$	616	$	994
Cash receipts(b)					$	1,057	$	1,510

__________


(a)	Included in Income from continuing operations.


(b)	Included in Net cash provided by operating activities.

Note 19.Segment Reporting

We analyze the results of our business through the following reportable segments: GMNA, ~~GMIO, GMSA~~GMI, GM Cruise and GM Financial. As discussed in Note 2, the European Business is presented as discontinued operations and is excluded from our segment results for all periods presented. The European Business was previously reported as our GM Europe (GME) segment and part of GM Financial. The chief operating decision maker evaluates the operating results and performance of our automotive segments and GM Cruise through earnings before interest and ~~income taxes-adjusted,~~taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating decision maker evaluates GM Financial through earnings before income ~~taxes-adjusted~~taxes (EBT)-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our strategic initiatives. ~~Our automotive manufacturing operations are integrated within the segments, benefit from broad-based trade agreements and are subject to regulatory requirements.~~ While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and contribute towards meeting required fuel efficiency standards. As a result of these and other factors, we do not manage our business on an individual brand or vehicle basis.

Substantially all of the ~~cars,~~ trucks, crossovers, cars and automobile parts produced are marketed through retail dealers in North America and through distributors and dealers outside of North America, the substantial majority of which are independently owned. In addition to the products sold to dealers for consumer retail sales, ~~cars,~~ trucks, crossovers and ~~crossovers~~cars are also sold to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Fleet sales are completed through the dealer network and in some cases directly with fleet customers. Retail and fleet customers can obtain a wide range of after-sale vehicle services and products through the dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.

GMNA ~~primarily~~ meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. ~~The~~GMI primarily meets the demands of customers outside North America ~~are primarily met~~ with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet, GMC, and Holden brands. We also have equity ownership stakes ~~directly or indirectly~~ in entities ~~through various regional subsidiaries,~~that meet the demands of customers in other countries, primarily ~~in Asia. These companies design, manufacture~~China, with vehicles developed, manufactured and/or ~~market vehicles~~marketed under the Baojun, Buick, Cadillac, Chevrolet, Jiefang and Wuling brands. GM Cruise is our global segment responsible for the development and commercialization of autonomous vehicle technology, and includes autonomous vehicle-related engineering and other costs.

Our automotive operations' interest income and interest expense, Maven, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures ~~including autonomous vehicle-related engineering and other costs~~ and certain ~~nonsegment specific~~nonsegment-specific revenues and expenses are recorded centrally in Corporate. Corporate assets consist primarily of cash and cash equivalents, marketable securities, our investment in Lyft, ~~goodwill, intangibles,~~PSA warrants, Maven vehicles and intercompany balances. Retained net underfunded pension liabilities related to the European Business are also recorded in Corporate. All intersegment balances and transactions have been eliminated in consolidation.

Beginning in the three months ended December 31, 2017, we intend to change our reportable segments as a result of planned changes in our organizational structure and the evolution of our business resulting from the sale of the Opel/Vauxhall Business and the various strategic actions taken in the GMIO region. As a result, our GMSA and GMIO segments will be reported as one, combined reportable international segment, GM International (GMI). Our GMNA and GM Financial segments will not be impacted.

~~The following tables summarize key financial information by segment:~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The following tables summarize key financial information by segment:


	At and For the Three Months Ended September 30, 2017																						At and For the Three Months Ended June 30, 2019
	GMNA		GMIO		GMSA		Corporate			Eliminations			Total Automotive		GM Financial		Eliminations			Total			GMNA			GMI			Corporate			Eliminations			Total Automotive		GM Cruise			GM Financial		Eliminations/Reclassifications			Total
Net sales and revenue	$	24,819	$	3,007	$	2,569	$	80					$	30,475	$	3,161	$	(13	)	$	33,623		$	28,324		$	4,047		$	54					$	32,425	$	25		$	3,639	$	(29	)	$	36,060
Earnings (loss) before interest and taxes-adjusted	$	2,068	$	337	$	52	$	(242	)				$	2,215	$	310	$	(2	)	$	2,523		$	3,022		$	(48	)	$	(216	)				$	2,758	$	(279	)	$	536	$	(3	)	$	3,012
Adjustments(a)																							$	(336	)	$	357		$	(2	)				$	19	$	—		$	—	$	—		19
Automotive interest income																				59																									106
Automotive interest expense																				(151		)																							(195		)
Net (loss) attributable to noncontrolling interests																				(1		)																							(15		)
Income before income taxes																				2,430																									2,927
Income tax expense																				(2,316		)																							(524		)
Income from continuing operations																				114																									2,403
Loss from discontinued operations, net of tax																				(3,096		)																							—
Net loss attributable to noncontrolling interests																				1																									15
Net loss attributable to stockholders																				$	(2,981	)
Net income attributable to stockholders																																													$	2,418

Equity in net assets of nonconsolidated affiliates	$	82	$	7,618	$	1	$	—		$	—		$	7,701	$	1,119	$	—		$	8,820		$	82		$	6,800		$	12		$	—		$	6,894	$	—		$	1,446	$	—		$	8,340
Total assets(a)	$	109,885	$	20,551	$	7,617	$	26,410		$	(40,067	)	$	124,396	$	106,142	$	(1,036	)	$	229,502
Goodwill and intangibles																							$	2,520		$	908		$	1		$	—		$	3,429	$	670		$	1,358	$	—		$	5,457
Total assets																							$	114,515		$	26,681		$	29,597		$	(50,446	)	$	120,347	$	4,212		$	110,711	$	(1,533	)	$	233,737
Depreciation and amortization	$	1,210	$	101	$	65	$	11		$	—		$	1,387	$	1,743	$	—		$	3,130		$	1,409		$	119		$	13		$	—		$	1,541	$	7		$	1,848	$	—		$	3,396
Impairment charges	$	10	$	7	$	—	$	—		$	—		$	17	$	—	$	—		$	17		$	8		$	3		$	—		$	—		$	11	$	—		$	—	$	—		$	11
Equity income	$	2	$	457	$	—	$	—		$	—		$	459	$	41	$	—		$	500		$	2		$	233		$	(6	)	$	—		$	229	$	—		$	42	$	—		$	271



	At and For the Three Months Ended June 30, 2018
	GMNA		GMI			Corporate		Eliminations			Total Automotive			GM Cruise			GM Financial		Eliminations			Total
Net sales and revenue	$	28,501	$	4,758		$	50				$	33,309		$	—		$	3,488	$	(37	)	$	36,760
Earnings (loss) before interest and taxes-adjusted	$	2,670	$	143		$	—				$	2,813		$	(154	)	$	536	$	(3	)	$	3,192
Adjustments(a)	$	—	$	(196	)	$	—				$	(196	)	$	—		$	—	$	—		(196		)
Automotive interest income																						72
Automotive interest expense																						(159		)
Net (loss) attributable to noncontrolling interests																						(24		)
Income before income taxes																						2,885
Income tax expense																						(519		)
Income from continuing operations																						2,366
Loss from discontinued operations, net of tax																						—
Net loss attributable to noncontrolling interests																						24
Net income attributable to stockholders																						$	2,390

Equity in net assets of nonconsolidated affiliates	$	81	$	7,447		$	—	$	—		$	7,528		$	—		$	1,260	$	—		$	8,788
Goodwill and intangibles	$	2,725	$	949		$	9	$	—		$	3,683		$	679		$	1,358	$	—		$	5,720
Total assets	$	108,202	$	26,905		$	24,795	$	(45,289	)	$	114,613		$	2,684		$	102,657	$	(1,313	)	$	218,641
Depreciation and amortization	$	1,114	$	137		$	13	$	—		$	1,264		$	2		$	1,833	$	—		$	3,099
Impairment charges	$	28	$	2		$	—	$	—		$	30		$	—		$	—	$	—		$	30
Equity income	$	3	$	589		$	—	$	—		$	592		$	—		$	45	$	—		$	637

__________

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	At and For the Six Months Ended June 30, 2019
	GMNA			GMI			Corporate			Eliminations		Total Automotive		GM Cruise			GM Financial		Eliminations/Reclassifications			Total
Net sales and revenue	$	55,689		$	7,897		$	100				$	63,686	$	50		$	7,259	$	(57	)	$	70,938
Earnings (loss) before interest and taxes-adjusted	$	4,918		$	(17	)	$	(10	)			$	4,891	$	(448	)	$	895	$	(16	)	$	5,322
Adjustments(a)	$	(1,119	)	$	1,207		$	(2	)			$	86	$	—		$	—	$	—		86
Automotive interest income																						204
Automotive interest expense																						(376		)
Net (loss) attributable to noncontrolling interests																						(27		)
Income before income taxes																						5,209
Income tax expense																						(661		)
Income from continuing operations																						4,548
Loss from discontinued operations, net of tax																						—
Net loss attributable to noncontrolling interests																						27
Net income attributable to stockholders																						$	4,575

Depreciation and amortization	$	3,478		$	246		$	25		$	—	$	3,749	$	9		$	3,747	$	—		$	7,505
Impairment charges	$	15		$	3		$	—		$	—	$	18	$	—		$	—	$	—		$	18
Equity income	$	4		$	607		$	(13	)	$	—	$	598	$	—		$	87	$	—		$	685

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the audited consolidated financial statements and notes thereto included in our ~~2016~~2018 Form 10-K.

During the three months ended September 30, 2017 we closed the sale of the Opel and Vauxhall business and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot, S.A. (PSA Group). The Opel/Vauxhall Business and our European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) are presented as discontinued operations in our condensed consolidated financial statements for all periods presented. The assets and liabilities of the Fincos are presented as held for sale as of September 30, 2017, and the assets and liabilities of the European Business are presented as held for sale as of December 31, 2016 in our condensed consolidated financial statements. In results which were reported prior to the three and nine months ended September 30, 2017, these operations were primarily reported in our GME segment, which is no longer a reportable segment, and GM Financial. Refer to Note 2 to our condensed consolidated financial statements for additional information on the disposition of the European Business.

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 the "Risk Factors" section of our ~~2016~~2018 Form 10-K for a discussion of these risks and uncertainties. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.

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Non-GAAP Measures Unless otherwise indicated, our non-GAAP measures discussed in this MD&A are related to our continuing operations and not our discontinued ~~operations nor assets and liabilities held for sale.~~operations. Our non-GAAP measures ~~include earnings before interest and taxes (EBIT)-adjusted,~~include: EBIT-adjusted, presented net of noncontrolling ~~interests, earnings per share (EPS)-diluted-adjusted,~~interests; EBT-adjusted for our GM Financial segment; EPS-diluted-adjusted; effective tax rate-adjusted (ETR-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 certain of 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 EBIT-adjusted is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. 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. Our corresponding measure for our GM Financial segment is EBT-adjusted.

EPS-diluted-adjusted EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted ~~earnings per share~~EPS results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less income (loss) from discontinued operations on an after-tax basis, adjustments noted above for EBIT-adjusted ~~gains or losses on the extinguishment of debt obligations on an after-tax basis~~ 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.

ETR-adjustedETR-adjusted is used by management and can be used by investors to review the consolidated effective tax rate for our core operations on a consistent basis. ETR-adjusted is calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and the income tax adjustments noted above for EPS-diluted-adjusted divided by Income before income taxes less adjustments.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

ROIC-adjusted 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 ROIC-adjusted average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of capital leases; average ~~automotive~~ net pension and OPEB liabilities; and average automotive net income tax assets during the same period. Adjustments to the average equity balances exclude assets and liabilities classified as either assets held for sale or liabilities held for sale.

Adjusted automotive free cash flowAdjusted 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 operating cash flow from continuing operations less capital expenditures adjusted for management actions. Management actions ~~primarily related to strengthening our balance sheet,~~can include voluntary events such as ~~prepayments of debt and~~ discretionary contributions to employee benefit ~~plans.~~plans or nonrecurring specific events such as a closure of a facility that are considered special for EBIT-adjusted purposes. Refer to the "Liquidity and Capital Resources" section of this MD&A for ~~our reconciliation~~additional information.

The following table reconciles Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted:

These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility and drive significant cost efficiencies. The adjustments primarily consist of supplier-related charges and accelerated depreciation in the three months ended June 30, 2019, accelerated depreciation in the three months ended March 31, 2019and employee separation charges and accelerated depreciation in the three months ended December 31, 2018.

These adjustments were excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes.

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

This adjustment was excluded because we ceased operations and terminated employment relationships in Venezuela due to causes beyond our control, which included adverse political and economic conditions, including the seizure of our manufacturing facility.Korea.

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



	Three Months Ended										Six Months Ended
	June 30, 2019						June 30, 2018				June 30, 2019						June 30, 2018
	Amount			Per Share			Amount		Per Share		Amount			Per Share			Amount		Per Share
Diluted earnings per common share	$	2,381		$	1.66		$	2,375	$	1.66	$	4,500		$	3.13		$	3,407	$	2.38
Diluted loss per common share – discontinued operations	—			—			—		—		—			—			70		0.05
Adjustments(a)	(19		)	(0.01		)	196		0.14		(86		)	(0.06		)	1,138		0.80
Tax effect on adjustment(b)	(9		)	(0.01		)	20		0.01		(41		)	(0.03		)	20		0.01
EPS-diluted-adjusted	$	2,353		$	1.64		$	2,591	$	1.81	$	4,373		$	3.04		$	4,635	$	3.24

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

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Amount Per Share Amount Per Share Amount Per Share Amount Per Share
Diluted earnings (loss) per common share $ (2,983 ) $ (2.03 ) $ 2,773
$ 1.76
$ 1,285
$ 0.85
$ 7,591
$ 4.81
Diluted (earnings) loss per common share – discontinued operations 3,096
2.11
(5 ) (0.00 ) 3,935
2.61
(119 ) (0.08 )
Adjustments(a) —
—
(110 ) (0.07 ) 654
0.43
65
0.04
Tax effect on adjustments(b) —
—
41
0.02
(208 ) (0.14 ) (25 ) (0.01 )
Tax adjustment(c) 1,828
1.24
—
—
1,828
1.22
—
—
EPS-diluted-adjusted $ 1,941
$ 1.32
$ 2,699
$ 1.71
$ 7,494
$ 4.97
$ 7,512
$ 4.76



	Three Months Ended														Six Months Ended
	June 30, 2019							June 30, 2018							June 30, 2019							June 30, 2018
	Income before income taxes			Income tax expense		Effective tax rate		Income before income taxes		Income tax expense			Effective tax rate		Income before income taxes			Income tax expense		Effective tax rate		Income before income taxes		Income tax expense			Effective tax rate
Effective tax rate	$	2,927		$	524	17.9	%	$	2,885	$	519		18.0	%	$	5,209		$	661	12.7	%	$	4,461	$	985		22.1	%
Adjustments(a)	(16		)	9				237		(20		)			(83		)	41				1,179		(20		)
ETR-adjusted	$	2,911		$	533	18.3	%	$	3,122	$	499		16.0	%	$	5,126		$	702	13.7	%	$	5,640	$	965		17.1	%

~~__________~~________

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

Net income attributable to noncontrolling interests included for these adjustments is insignificant in the three and six months ended June 30, 2019 and $41 million in the three and six months ended June 30, 2018. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction into which the adjustment relates.

This adjustment represents the tax expense related to the establishment of a valuation allowance on deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements.

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

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

We define return on equity (ROE) as Net income (loss) 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):

(a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to stockholders.

The following table summarizes the calculation of ROIC-adjusted (dollars in billions):

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~



~~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)~~


	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	12,792		$	12,574		$	17,072		$	20,844
Marketable securities (Note 3)	8,454			11,841			7,049			5,966
Accounts and notes receivable, net	10,013			8,700			10,362			6,549
GM Financial receivables, net (Note 4; Note 8 at VIEs)	19,399			16,127			27,925			26,850
Inventories (Note 5)	11,789			11,040			11,447			9,816
Equipment on operating leases, net (Note 6)	1,632			1,110
Other current assets (Note 8 at VIEs)	4,909			3,633
Current assets held for sale (Note 2)	7,630			11,178
Other current assets (Note 3; Note 8 at VIEs)							7,451			5,268
Total current assets	76,618			76,203			81,306			75,293
Non-current Assets
GM Financial receivables, net (Note 4; Note 8 at VIEs)	21,021			17,001			26,264			25,083
Equity in net assets of nonconsolidated affiliates (Note 7)	8,820			8,996			8,340			9,215
Property, net	35,178			32,603			38,188			38,758
Goodwill and intangible assets, net	5,854			6,149			5,457			5,579
Equipment on operating leases, net (Note 6; Note 8 at VIEs)	41,775			34,342			42,938			43,559
Deferred income taxes	30,723			33,172			23,987			24,082
Other assets (Note 8 at VIEs)	5,005			3,849
Non-current assets held for sale (Note 2)	4,508			9,375
Other assets (Note 3; Note 8 at VIEs)							7,257			5,770
Total non-current assets	152,884			145,487			152,431			152,046
Total Assets	$	229,502		$	221,690		$	233,737		$	227,339

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	23,265		$	23,333		$	22,717		$	22,297
Short-term debt and current portion of long-term debt (Note 9)
Automotive	1,127			1,060			2,490			935
GM Financial (Note 8 at VIEs)	24,480			22,737			30,659			30,956
Accrued liabilities	26,603			25,893			28,428			28,049
Current liabilities held for sale (Note 2)	6,374			12,158
Total current liabilities	81,849			85,181			84,294			82,237
Non-current Liabilities
Long-term debt (Note 9)
Automotive	12,508			9,500			12,957			13,028
GM Financial (Note 8 at VIEs)	54,558			41,826			60,455			60,032
Postretirement benefits other than pensions (Note 12)	5,758			5,803			5,357			5,370
Pensions (Note 12)	14,119			15,264			10,791			11,538
Other liabilities	12,743			12,415			12,794			12,357
Non-current liabilities held for sale (Note 2)	4,490			7,626
Total non-current liabilities	104,176			92,434			102,354			102,325
Total Liabilities	186,025			177,615			186,648			184,562
Commitments and contingencies (Note 13)
Equity (Note 16)
Common stock, $0.01 par value	14			15			14			14
Additional paid-in capital	25,782			26,983			25,765			25,563
Retained earnings	24,230			26,168			25,807			22,322
Accumulated other comprehensive loss	(7,783		)	(9,330		)	(8,770		)	(9,039		)
Total stockholders’ equity	42,243			43,836			42,816			38,860
Noncontrolling interests	1,234			239			4,273			3,917
Total Equity	43,477			44,075			47,089			42,777
Total Liabilities and Equity	$	229,502		$	221,690		$	233,737		$	227,339


	Nine Months Ended						Six Months Ended
	September 30, 2017			September 30, 2016			June 30, 2019			June 30, 2018
Cash flows from operating activities
Income from continuing operations	$	5,233		$	7,374		$	4,548		$	3,476
Depreciation, amortization and impairment charges	9,084			7,125
Depreciation and impairment of Equipment on operating leases, net							3,748			3,723
Depreciation, amortization and impairment charges on Property, net							3,775			2,987
Foreign currency remeasurement and transaction (gains) losses	(12		)	143			(178		)	106
Undistributed earnings of nonconsolidated affiliates, net	370			400			256			710
Pension contributions and OPEB payments	(1,109		)	(3,097		)	(570		)	(932		)
Pension and OPEB income, net	(646		)	(587		)	(306		)	(627		)
Provision for deferred taxes	3,517			2,194			79			586
Change in other operating assets and liabilities	(6,061		)	(1,271		)	(6,357		)	(4,476		)
Net cash provided by operating activities – continuing operations	10,376			12,281
Net cash provided by operating activities – discontinued operations	64			308
Net cash provided by operating activities	10,440			12,589			4,995			5,553
Cash flows from investing activities
Expenditures for property	(6,353		)	(6,102		)	(3,476		)	(4,351		)
Available-for-sale marketable securities, acquisitions	(4,499		)	(8,613		)	(2,213		)	(1,571		)
Trading marketable securities, acquisitions	—			(249		)
Available-for-sale marketable securities, liquidations	7,901			8,090			1,244			2,886
Trading marketable securities, liquidations	—			846
Acquisition of companies/investments, net of cash acquired	(5		)	(802		)
Purchases of finance receivables, net	(15,134		)	(10,389		)	(13,757		)	(10,778		)
Principal collections and recoveries on finance receivables	9,363			7,368			11,708			7,420
Purchases of leased vehicles, net	(14,809		)	(14,959		)	(8,189		)	(9,122		)
Proceeds from termination of leased vehicles	4,649			1,799			6,444			5,303
Other investing activities	98			200			99			7
Net cash used in investing activities – continuing operations	(18,789		)	(22,811		)	(8,140		)	(10,206		)
Net cash used in investing activities – discontinued operations (Note 2)	(3,972		)	(1,188		)
Net cash provided by investing activities – discontinued operations							—			166
Net cash used in investing activities	(22,761		)	(23,999		)	(8,140		)	(10,040		)
Cash flows from financing activities
Net decrease in short-term debt	(374		)	(289		)
Net increase in short-term debt							936			644
Proceeds from issuance of debt (original maturities greater than three months)	43,048			30,598			20,511			23,157
Payments on debt (original maturities greater than three months)	(26,034		)	(15,294		)	(20,625		)	(18,840		)
Payments to purchase common stock	(2,994		)	(1,501		)
Proceeds from issuance of GM Financial preferred stock	985			—
Proceeds from issuance of subsidiary preferred stock							414			1,261
Dividends paid	(1,701		)	(1,782		)	(1,184		)	(1,104		)
Other financing activities	(271		)	(172		)	(264		)	(463		)
Net cash provided by financing activities – continuing operations	12,659			11,560
Net cash provided by financing activities – discontinued operations	20			585
Net cash provided by financing activities	12,679			12,145
Net cash provided by (used in) financing activities							(212		)	4,655
Effect of exchange rate changes on cash, cash equivalents and restricted cash	362			52			42			(245		)
Net increase in cash, cash equivalents and restricted cash	720			787
Net decrease in cash, cash equivalents and restricted cash							(3,315		)	(77		)
Cash, cash equivalents and restricted cash at beginning of period	15,160			17,332			23,496			17,848
Cash, cash equivalents and restricted cash at end of period	$	15,880		$	18,119		$	20,181		$	17,771

Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 3)	$	15,315		$	17,392
Cash, cash equivalents and restricted cash – discontinued operations at end of period	$	565		$	727
Significant Non-cash Investing and Financing Activity
Non-cash property additions – continuing operations	$	3,833		$	3,841		$	3,026		$	4,429
Non-cash property additions – discontinued operations	$	—		$	847
Non-cash business acquisition – continuing operations (Note 18)	$	—		$	290
Non-cash proceeds on sale of discontinued operations (Note 2)	$	808		$	—



	September 30, 2017			December 31, 2016
Equipment on operating leases	$	52,632		$	41,851
Less: accumulated depreciation	(9,225		)	(6,399		)
Equipment on operating leases, net(a)	$	43,407		$	35,452



	September 30, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	$	40,775	$	40,889	$	35,087	$	35,162
Unsecured debt	38,263		39,411		29,476		30,045
Total GM Financial debt	$	79,038	$	80,300	$	64,563	$	65,207

Fair value utilizing Level 2 inputs			$	78,293			$	62,951
Fair value utilizing Level 3 inputs			$	2,007			$	2,256


	Common Stockholders’												Noncontrolling Interests			Total Equity			Common Stockholders’											Noncontrolling Interests			Total Equity
	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss									Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
Balance at January 1, 2016	$	15		$	27,607		$	20,285		$	(8,036	)	$	452		$	40,323
Balance at January 1, 2018																			$	14	$	25,371		$	17,627		$	(8,011	)	$	1,199		$	36,200
Adoption of accounting standards																			—		—			(1,046		)	(98		)	—			(1,144		)
Net income	—			—			7,592			—			(99		)	7,493			—		—			1,046			—			(6		)	1,040
Other comprehensive income	—			—			—			83			(31		)	52			—		—			—			28			(1		)	27
Issuance of common stock	—			290			—			—			—			290
Purchase of common stock	—			(820		)	(681		)	—			—			(1,501		)	—		(44		)	(56		)	—			—			(100		)
Exercise of common stock warrants	—			59			—			—			—			59
Cash dividends paid on common stock																			—		—			(536		)	—			—			(536		)
Dividends to noncontrolling interests																			—		—			—			—			(30		)	(30		)
Other																			—		10			(7		)	—			(2		)	1
Balance at March 31, 2018																			14		25,337			17,028			(8,081		)	1,160			35,458
Net income																			—		—			2,390			—			(24		)	2,366
Other comprehensive loss																			—		—			—			(90		)	(4		)	(94		)
Issuance of preferred stock																			—		—			—			—			1,261			1,261
Cash dividends paid on common stock																			—		—			(535		)	—			—			(535		)
Dividends to noncontrolling interests																			—		—			—			—			(7		)	(7		)
Other																			—		128			(10		)	—			69			187
Balance at June 30, 2018																			$	14	$	25,465		$	18,873		$	(8,171	)	$	2,455		$	38,636


Balance at January 1, 2019																			$	14	$	25,563		$	22,322		$	(9,039	)	$	3,917		$	42,777
Net income																			—		—			2,157			—			(12		)	2,145
Other comprehensive income																			—		—			—			190			(5		)	185
Stock based compensation	—			105			(16		)	—			—			89			—		95			(6		)	—			—			89
Cash dividends paid on common stock	—			—			(1,763		)	—			—			(1,763		)	—		—			(539		)	—			—			(539		)
Dividends to noncontrolling interests	—			—			—			—			(25		)	(25		)	—		—			—			—			(18		)	(18		)
Other	—			—			—			—			(2		)	(2		)	—		3			5			—			(9		)	(1		)
Balance at September 30, 2016	$	15		$	27,241		$	25,417		$	(7,953	)	$	295		$	45,015

Balance at January 1, 2017	$	15		$	26,983		$	26,168		$	(9,330	)	$	239		$	44,075
Balance at March 31, 2019																			14		25,661			23,939			(8,849		)	3,873			44,638
Net income	—			—			1,287			—			11			1,298			—		—			2,418			—			(15		)	2,403
Other comprehensive income	—			—			—			1,547			(2		)	1,545			—		—			—			79			(5		)	74
Purchase of common stock	(1		)	(1,476		)	(1,517		)	—			—			(2,994		)
Exercise of common stock warrants	—			42			—			—			—			42
Issuance of GM Financial preferred stock	—			—			—			—			985			985
Issuance of preferred stock (Note 16)																			—		—			—			—			408			408
Stock based compensation	—			293			(25		)	—			—			268			—		78			(9		)	—			—			69
Cash dividends paid on common stock	—			—			(1,683		)	—			—			(1,683		)	—		—			(540		)	—			—			(540		)
Dividends to noncontrolling interests	—			—			—			—			(18		)	(18		)	—		—			—			—			(23		)	(23		)
Other	—			(60		)	—			—			19			(41		)	—		26			(1		)	—			35			60
Balance at September 30, 2017	$	14		$	25,782		$	24,230		$	(7,783	)	$	1,234		$	43,477
Balance at June 30, 2019																			$	14	$	25,765		$	25,807		$	(8,770	)	$	4,273		$	47,089



	Years Ending December 31,
	2019			2020			2021			2022			2023			Thereafter			Total
Minimum commitments(a)	$	296		$	286		$	247		$	180		$	146		$	582		$	1,737
Sublease income	(61		)	(51		)	(44		)	(38		)	(33		)	(129		)	(356		)
Net minimum commitments	$	235		$	235		$	203		$	142		$	113		$	453		$	1,381


(a)	Certain leases contain escalation clauses and renewal or purchase options.


(a)	Includes $499 million and $616 million that is designated exclusively to fund capital expenditures in GM Korea Company (GM Korea) at June 30, 2019 and December 31, 2018.


(b)	Includes $2.1 billion and $2.3 billion in GM Cruise at June 30, 2019 and December 31, 2018.


(a)	Net of dealer cash management balances of $1.1 billion and $922 million at June 30, 2019 and December 31, 2018. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.


(b)	Retail finance receivables individually evaluated for impairment, net of fees are classified as troubled debt restructurings. The allowance for loan losses included $341 million and $321 million of specific allowances on these receivables at June 30, 2019 and December 31, 2018.


(a)	All balance sheet amounts are eliminated upon consolidation.


(b)	Cash paid by Automotive segments to GM Financial for subvention was $959 million and $1.1 billion for the three months ended June 30, 2019 and 2018 and $2.0 billion and $1.7 billion for the six months ended June 30, 2019 and 2018.


~~(a)~~	~~Includes contract cancellation charges associated with the disposal in the nine months ended September 30, 2017.~~


(d)	Excludes mortgage and asset-backed securities.


~~(b)~~	~~Total loss on sale of discontinued operations, net of tax was $3.1 billion and $3.7 billion for the three and nine months ended September 30, 2017.~~


~~(c)~~	~~Includes $2.0 billion of deferred tax assets that transferred to PSA Group in the three and nine months ended September 30, 2017.~~


~~(a)~~	~~Includes $41.8 billion and $34.3 billion of GM Financial equipment on operating leases, net at September 30, 2017 and December 31, 2016.~~



	Year Ending December 31,
	2017		2018		2019		2020		2021
Minimum rental receipts under operating leases	$	1,800	$	6,256	$	3,861	$	1,182	$	110


(b)	The fair value of the PSA warrants located in Other assets was $994 million and $827 million at June 30, 2019 and December 31, 2018. We recorded gains in Interest income and other non-operating income, net of $32 million and $27 million in the three months ended June 30, 2019 and 2018 and $171 million and $153 million in the six months ended June 30, 2019 and 2018.


~~(b)~~	~~The fair value of the PSA warrants was $903 million at September 30, 2017.~~



	Three Months Ended September 30, 2017									Three Months Ended September 30, 2016
	Pension Benefits						Global OPEB Plans			Pension Benefits						Global OPEB Plans
	U.S.			Non-U.S.			Global OPEB Plans			U.S.			Non-U.S.			Global OPEB Plans
Service cost	$	79		$	45		$	4		$	96		$	80		$	4
Interest cost	536			115			51			553			127			50
Expected return on plan assets	(919		)	(185		)	—			(945		)	(179		)	—
Amortization of prior service cost (credit)	(1		)	2			(3		)	(1		)	4			(3		)
Amortization of net actuarial (gains) losses	(2		)	29			8			(6		)	34			5
Net periodic pension and OPEB (income) expense	$	(307	)	$	6		$	60		$	(303	)	$	66		$	56



	Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016
	Pension Benefits						Global OPEB Plans			Pension Benefits						Global OPEB Plans
	U.S.			Non-U.S.			Global OPEB Plans			U.S.			Non-U.S.			Global OPEB Plans
Service cost	$	237		$	131		$	14		$	287		$	195		$	13
Interest cost	1,608			366			149			1,659			384			150
Expected return on plan assets	(2,757		)	(528		)	—			(2,834		)	(538		)	—
Amortization of prior service cost (credit)	(3		)	4			(10		)	(3		)	10			(10		)
Amortization of net actuarial (gains) losses	(5		)	124			24			(19		)	104			15
Net periodic pension and OPEB (income) expense	$	(920	)	$	97		$	177		$	(910	)	$	155		$	168


~~(a)~~	~~Assets in GM Financial include assets classified as held for sale.~~


(a)	Consists of restructuring and other charges related to transformation activities of $361 million, primarily in GMNA and a ~~net~~ benefit of ~~$110~~$380 million ~~for legal related matters~~ related to the ~~ignition switch recall.~~retrospective recoveries of indirect taxes in Brazil in GMI.


~~(b)~~(a)	~~Assets~~Consists of charges related to restructuring actions in ~~Corporate and GM Financial include assets classified as held for sale.~~Korea in GMI, which is net of noncontrolling interest.


	At and For the Nine Months Ended September 30, 2017																									At and For the Six Months Ended June 30, 2018
	GMNA		GMIO			GMSA			Corporate			Eliminations			Total Automotive			GM Financial		Eliminations			Total			GMNA		GMI			Corporate			Eliminations		Total Automotive			GM Cruise			GM Financial		Eliminations			Total
Net sales and revenue	$	82,594	$	9,400		$	6,826		$	306					$	99,126		$	8,899	$	(152	)	$	107,873		$	56,319	$	9,606		$	99				$	66,024		$	—		$	6,899	$	(64	)	$	72,859
Earnings (loss) before interest and taxes-adjusted	$	9,014	$	974		$	(90	)	$	(1,029	)				$	8,869		$	895	$	(5	)	$	9,759		$	4,903	$	332		$	(93	)			$	5,142		$	(320	)	$	979	$	1		$	5,802
Adjustments(a)	$	—	$	(460	)	$	(80	)	$	(114	)				$	(654	)	$	—	$	—		(654		)	$	—	$	(1,138	)	$	—				$	(1,138	)	$	—		$	—	$	—		(1,138		)
Automotive interest income																							184																								136
Automotive interest expense																							(430		)																						(309		)
Net income attributable to noncontrolling interests																							11
Net (loss) attributable to noncontrolling interests																																															(30		)
Income before income taxes																							8,870																								4,461
Income tax expense																							(3,637		)																						(985		)
Income from continuing operations																							5,233																								3,476
Loss from discontinued operations, net of tax																							(3,935		)																						(70		)
Net (income) attributable to noncontrolling interests																							(11		)
Net loss attributable to noncontrolling interests																																															30
Net income attributable to stockholders																							$	1,287																							$	3,436

Depreciation and amortization	$	3,499	$	327		$	208		$	23		$	(1	)	$	4,056		$	4,757	$	—		$	8,813		$	2,223	$	290		$	24		$	—	$	2,537		$	3		$	3,656	$	—		$	6,196
Impairment charges	$	59	$	204		$	3		$	5		$	—		$	271		$	—	$	—		$	271		$	53	$	461		$	—		$	—	$	514		$	—		$	—	$	—		$	514
Equity income	$	8	$	1,448		$	—		$	—		$	��		$	1,456		$	129	$	—		$	1,585		$	5	$	1,183		$	—		$	—	$	1,188		$	—		$	97	$	—		$	1,285


(a)	Consists of charges ~~of $460 million~~ related to restructuring actions in ~~India and South Africa~~Korea in ~~GMIO; charges~~GMI, which is net of ~~$80 million associated with the deconsolidation of Venezuela in GMSA and charges of $114 million for legal related matters related to the ignition switch recall in Corporate.~~noncontrolling interest.


~~(a)~~	~~Consists of a net charge of $65 million for legal related matters related to the ignition switch recall.~~


	Three Months Ended																								Three Months Ended
	September 30,						June 30,						March 31,						December 31,						June 30,						March 31,						December 31,						September 30,
	2017			2016			2017			2016			2017			2016			2016			2015			2019			2018			2019			2018			2018			2017			2018			2017
Net income (loss) attributable to stockholders	$	(2,981	)	$	2,773		$	1,660		$	2,866		$	2,608		$	1,953		$	1,835		$	6,266		$	2,418		$	2,390		$	2,157		$	1,046		$	2,044		$	(5,151	)	$	2,534		$	(2,981	)
(Income) loss from discontinued operations, net of tax	3,096			(5		)	770			(106		)	69			(8		)	120			230
Loss from discontinued operations, net of tax																									—			—			—			70			—			277			—			3,096
Income tax expense (benefit)	2,316			902			534			877			787			657			303			(3,139		)	524			519			137			466			(611		)	7,896			100			2,316
Gain on extinguishment of debt	—			—			—			—			—			—			—			(449		)
Automotive interest expense	151			145			132			144			147			124			150			109			195			159			181			150			185			145			161			151
Automotive interest income	(59		)	(43		)	(68		)	(50		)	(57		)	(44		)	(45		)	(40		)	(106		)	(72		)	(98		)	(64		)	(117		)	(82		)	(82		)	(59		)
Adjustments
GMIO restructuring(a)	—			—			460			—			—			—			—			—
Venezuela deconsolidation(b)	—			—			80			—			—			—			—			—
Transformation activities(a)																									361			—			790			—			1,327			—			—			—
GM Brazil indirect tax recoveries(b)																									(380		)	—			(857		)	—			—			—			—			—
GMI restructuring(c)																									—			196			—			942			—			—			—			—
Ignition switch recall and related legal matters~~(c)~~(d)	—			(110		)	114			115			—			60			235			60			—			—			—			—			—			—			440			—
Other	—			—			—			—			—			—			—			(18		)
Total adjustments	—			(110		)	654			115			—			60			235			42			(19		)	196			(67		)	942			1,327			—			440			—
EBIT-adjusted	$	2,523		$	3,662		$	3,682		$	3,846		$	3,554		$	2,742		$	2,598		$	3,019		$	3,012		$	3,192		$	2,310		$	2,610		$	2,828		$	3,085		$	3,153		$	2,523


~~(c)~~(d)	~~These adjustments were~~This adjustment was excluded because of the unique events associated with the ignition switch ~~recall. These events~~recall, which included ~~the creation of the Compensation Program, as well as~~ various investigations, inquiries and complaints from ~~various~~ constituents.


(b)	The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.


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


	Four Quarters Ended						Four Quarters Ended
	September 30, 2017			September 30, 2016			June 30, 2019			June 30, 2018
Net income attributable to stockholders	$	3.1		$	13.9
Net income (loss) attributable to stockholders							$	9.2		$	(4.7	)
Average equity(a)	$	44.5		$	42.7		$	41.1		$	37.2
ROE	7.0		%	32.5		%	22.3		%	(12.6		)%


(b)	Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.