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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number 001-34960
gmmainlogoa09.jpg
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE
27-0756180
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
300 Renaissance Center, Detroit, Michigan
48265-3000
(Address of principal executive offices)
(Zip Code)
(313) 556-5000
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ  No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ  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 filer  þ  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 July 17, 2017 the number of shares outstanding of common stock was 1,457,208,264 shares.


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

Our Opel and Vauxhall businesses and certain other assets in Europe (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, and the assets and liabilities of the European Business are presented as held for sale, in our condensed consolidated financial statements for all periods presented.


Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES


PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS
(In millions, except per share amounts) (Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net sales and revenue
 
 
 
 
 
 
 
Automotive
$
33,998

 
$
35,246

 
$
68,517

 
$
66,332

GM Financial
2,986

 
2,137

 
5,733

 
4,067

Total net sales and revenue
36,984

 
37,383

 
74,250

 
70,399

Costs and expenses
 
 
 
 
 
 
 
Automotive cost of sales
29,212

 
29,941

 
58,650

 
56,622

GM Financial interest, operating and other expenses
2,675

 
1,962

 
5,241

 
3,736

Automotive selling, general and administrative expense
2,479

 
2,508

 
4,837

 
4,978

Total costs and expenses
34,366

 
34,411

 
68,728

 
65,336

Operating income
2,618

 
2,972

 
5,522

 
5,063

Automotive interest expense
132

 
144

 
279

 
268

Interest income and other non-operating income (loss), net
(49
)
 
133

 
112

 
186

Equity income (Note 7)
530

 
660

 
1,085

 
1,220

Income before income taxes
2,967

 
3,621

 
6,440

 
6,201

Income tax expense (Note 14)
534

 
877

 
1,321

 
1,534

Income from continuing operations
2,433

 
2,744

 
5,119

 
4,667

Income (loss) from discontinued operations, net of tax (Note 2)
(770
)
 
106

 
(839
)
 
114

Net income
1,663

 
2,850

 
4,280

 
4,781

Net (income) loss attributable to noncontrolling interests
(3
)
 
16

 
(12
)
 
38

Net income attributable to common stockholders
$
1,660

 
$
2,866

 
$
4,268

 
$
4,819

 
 
 
 
 
 
 
 
Earnings per share (Note 17)
 
 
 
 
 
 
 
Basic earnings per common share – continuing operations
$
1.62

 
$
1.78

 
$
3.40

 
$
3.05

Basic earnings (loss) per common share – discontinued operations
$
(0.51
)
 
$
0.07

 
$
(0.56
)
 
$
0.07

Basic earnings per common share
$
1.11

 
$
1.85

 
$
2.84

 
$
3.12

Weighted-average common shares outstanding – basic
1,497

 
1,548

 
1,501

 
1,547

 
 
 
 
 
 
 
 
Diluted earnings per common share – continuing operations
$
1.60

 
$
1.74

 
$
3.35

 
$
2.98

Diluted earnings (loss) per common share – discontinued operations
$
(0.51
)
 
$
0.07

 
$
(0.55
)
 
$
0.07

Diluted earnings per common share
$
1.09

 
$
1.81

 
$
2.80

 
$
3.05

Weighted-average common shares outstanding – diluted
1,519

 
1,581

 
1,525

 
1,580

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.38

 
$
0.38

 
$
0.76

 
$
0.76


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions) (Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net income
$
1,663

 
$
2,850

 
$
4,280

 
$
4,781

Other comprehensive income (loss), net of tax (Note 16)
 
 
 
 
 
 
 
Foreign currency translation adjustments and other
93

 
(19
)
 
201

 
65

Defined benefit plans
(211
)
 
171

 
(240
)
 
49

Other comprehensive income (loss), net of tax
(118
)
 
152

 
(39
)
 
114

Comprehensive income
1,545

 
3,002

 
4,241

 
4,895

Comprehensive (income) loss attributable to noncontrolling interests
(4
)
 
13

 
(12
)
 
55

Comprehensive income attributable to common stockholders
$
1,541

 
$
3,015

 
$
4,229

 
$
4,950



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

1

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts) (Unaudited)
 
June 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
16,598

 
$
12,574

Marketable securities (Note 3)
9,133

 
11,841

Accounts and notes receivable, net
9,796

 
8,700

GM Financial receivables, net (Note 4; Note 8 at VIEs)
19,296

 
16,127

Inventories (Note 5)
11,289

 
11,040

Equipment on operating leases, net (Note 6)
1,883

 
1,110

Other current assets (Note 8 at VIEs)
4,324

 
3,633

Current assets held for sale (Note 2)
12,762

 
11,178

Total current assets
85,081

 
76,203

Non-current Assets
 
 
 
GM Financial receivables, net (Note 4; Note 8 at VIEs)
20,137

 
17,001

Equity in net assets of nonconsolidated affiliates (Note 7)
8,248

 
8,996

Property, net
34,301

 
32,603

Goodwill and intangible assets, net
5,989

 
6,149

GM Financial equipment on operating leases, net (Note 6; Note 8 at VIEs)
39,725

 
34,342

Deferred income taxes
32,425

 
33,172

Other assets (Note 8 at VIEs)
3,994

 
3,849

Non-current assets held for sale (Note 2)
10,400

 
9,375

Total non-current assets
155,219

 
145,487

Total Assets
$
240,300

 
$
221,690

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable (principally trade)
$
23,404

 
$
23,333

Short-term debt and current portion of long-term debt (Note 9)
 
 
 
Automotive
1,066

 
1,060

GM Financial (Note 8 at VIEs)
28,942

 
22,737

Accrued liabilities
26,601

 
25,893

Current liabilities held for sale (Note 2)
14,293

 
12,158

Total current liabilities
94,306

 
85,181

Non-current Liabilities
 
 
 
Long-term debt (Note 9)
 
 
 
Automotive
9,544

 
9,500

GM Financial (Note 8 at VIEs)
49,537

 
41,826

Postretirement benefits other than pensions (Note 12)
5,750

 
5,803

Pensions (Note 12)
14,777

 
15,264

Other liabilities
12,438

 
12,415

Non-current liabilities held for sale (Note 2)
8,223

 
7,626

Total non-current liabilities
100,269

 
92,434

Total Liabilities
194,575

 
177,615

Commitments and contingencies (Note 13)


 


Equity (Note 16)
 
 
 
Common stock, $0.01 par value
15

 
15

Additional paid-in capital
26,328

 
26,983

Retained earnings
28,547

 
26,168

Accumulated other comprehensive loss
(9,369
)
 
(9,330
)
Total stockholders’ equity
45,521

 
43,836

Noncontrolling interests
204

 
239

Total Equity
45,725

 
44,075

Total Liabilities and Equity
$
240,300

 
$
221,690






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

2

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) (Unaudited)
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
Cash flows from operating activities
 
 
 
Income from continuing operations
$
5,119

 
$
4,667

Depreciation, amortization and impairment charges
5,937

 
4,591

Foreign currency remeasurement and transaction losses
105

 
142

Undistributed earnings of nonconsolidated affiliates, net
487

 
893

Pension contributions and OPEB payments
(753
)
 
(2,778
)
Pension and OPEB income, net
(405
)
 
(406
)
Provision for deferred taxes
1,303

 
1,437

Change in other operating assets and liabilities
(4,365
)
 
(3,046
)
Net cash provided by operating activities – continuing operations
7,428

 
5,500

Net cash provided by operating activities – discontinued operations
131

 
519

Net cash provided by operating activities
7,559

 
6,019

Cash flows from investing activities

 

Expenditures for property
(4,186
)
 
(4,032
)
Available-for-sale marketable securities, acquisitions
(2,149
)
 
(2,278
)
Trading marketable securities, acquisitions
—

 
(203
)
Available-for-sale marketable securities, liquidations
4,872

 
5,337

Trading marketable securities, liquidations
—

 
813

Acquisition of companies/investments, net of cash acquired
(2
)
 
(799
)
Purchases of finance receivables, net
(10,577
)
 
(6,417
)
Principal collections and recoveries on finance receivables
6,003

 
4,938

Purchases of leased vehicles, net
(9,884
)
 
(10,145
)
Proceeds from termination of leased vehicles
2,724

 
1,089

Other investing activities
64

 
213

Net cash used in investing activities – continuing operations
(13,135
)
 
(11,484
)
Net cash used in investing activities – discontinued operations
(788
)
 
(855
)
Net cash used in investing activities
(13,923
)
 
(12,339
)
Cash flows from financing activities

 

Net decrease in short-term debt
(413
)
 
(294
)
Proceeds from issuance of debt (original maturities greater than three months)
27,131

 
21,500

Payments on debt (original maturities greater than three months)
(13,331
)
 
(10,373
)
Payments to purchase common stock
(1,496
)
 
(300
)
Dividends paid
(1,145
)
 
(1,188
)
Other financing activities
(237
)
 
(168
)
Net cash provided by financing activities – continuing operations
10,509

 
9,177

Net cash provided by financing activities – discontinued operations
31

 
850

Net cash provided by financing activities
10,540

 
10,027

Effect of exchange rate changes on cash, cash equivalents and restricted cash
209

 
55

Net increase in cash, cash equivalents and restricted cash
4,385

 
3,762

Cash, cash equivalents and restricted cash at beginning of period
15,160

 
17,332

Cash, cash equivalents and restricted cash at end of period
$
19,545

 
$
21,094

Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 3)
$
18,920

 
$
20,365

Cash, cash equivalents and restricted cash – discontinued operations at end of period
$
625

 
$
729

Significant Non-cash Investing and Financing Activity
 
 
 
Non-cash property additions – continuing operations
$
4,086

 
$
4,029

Non-cash property additions – discontinued operations
$
482

 
$
553

Non-cash business acquisition – continuing operations (Note 18)
$
—

 
$
290

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

3

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions) (Unaudited)
 
Common Stockholders’
 
Noncontrolling Interests
 
Total Equity
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

Net income
—

 
—

 
4,819

 
—

 
(38
)
 
4,781

Other comprehensive income
—

 
—

 
—

 
131

 
(17
)
 
114

Issuance of common stock
—

 
290

 
—

 
—

 
—

 
290

Purchase of common stock
—

 
(167
)
 
(133
)
 
—

 
—

 
(300
)
Exercise of common stock warrants
1

 
28

 
—

 
—

 
—

 
29

Stock based compensation
—

 
(24
)
 
(8
)
 
—

 
—

 
(32
)
Cash dividends paid on common stock
—

 
—

 
(1,178
)
 
—

 
—

 
(1,178
)
Dividends to noncontrolling interests
—

 
—

 
—

 
—

 
(17
)
 
(17
)
Other
—

 
—

 
—

 
—

 
(7
)
 
(7
)
Balance at June 30, 2016
$
16

 
$
27,734

 
$
23,785

 
$
(7,905
)
 
$
373

 
$
44,003

 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2017
$
15

 
$
26,983

 
$
26,168

 
$
(9,330
)
 
$
239

 
$
44,075

Net income
—

 
—

 
4,268

 
—

 
12

 
4,280

Other comprehensive loss
—

 
—

 
—

 
(39
)
 
—

 
(39
)
Purchase of common stock
—

 
(760
)
 
(736
)
 
—

 
—

 
(1,496
)
Exercise of common stock warrants
—

 
4

 
—

 
—

 
—

 
4

Stock based compensation
—

 
101

 
(16
)
 
—

 
—

 
85

Cash dividends paid on common stock
—

 
—

 
(1,137
)
 
—

 
—

 
(1,137
)
Dividends to noncontrolling interests
—

 
—

 
—

 
—

 
(8
)
 
(8
)
Other
—

 
—

 
—

 
—

 
(39
)
 
(39
)
Balance at June 30, 2017
$
15

 
$
26,328

 
$
28,547

 
$
(9,369
)
 
$
204

 
$
45,725

























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

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Table of Contents
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 and automobile parts worldwide. 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 segments: GM North America (GMNA), GM International Operations (GMIO), GM South America (GMSA) and GM Financial. Nonsegment operations and Maven, our ride- and car-sharing business, are classified as Corporate. Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures including autonomous vehicle-related engineering costs and certain nonsegment specific revenues and expenses.

The European Business is presented as discontinued operations, and the assets and liabilities of the European Business are presented as held for sale in our condensed consolidated financial statements for all periods presented. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to continuing operations. Refer to Note 2 for additional details regarding our planned disposal of these operations.

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 Form 10-K. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.

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 to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. ASU 2014-09, as amended, 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 approximately $500 million to $1.0 billion. This estimate is subject to change as a result of future changes 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 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 under the equity method of accounting to be measured at fair value with changes recognized in net income and which updates certain presentation and disclosure requirements. ASU 2016-01 is effective for us beginning January 1, 2018. At June 30, 2017 the carrying value of equity investments that are not accounted for under the equity method of accounting totaled approximately $500 million and unrealized gains or losses were insignificant. Currently we do not believe the adoption of ASU 2016-01 will be material to our consolidated financial statements, however changes in future market conditions and equity investment balances prior to the implementation date will affect the impact the adoption may have on our consolidated financial statements.
 
In March 2017 the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which requires that the service cost component of net periodic pension and other postretirement benefits (OPEB) (income) expense be presented in the same income statement line item as other employee compensation costs, while the remaining components of net periodic pension and OPEB (income) expense are to be presented outside operating income. ASU 2017-07 is effective for us on a retrospective basis beginning January 1, 2018 and will result in the reclassification of non-service cost components from primarily Automotive cost of sales to Interest income and other non-operating income (loss), net. Assuming the sale of the European Business as described in Note 2

5

Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

closes prior to adoption, we expect a resulting decrease to Operating income and an increase to Interest income and other non-operating income (loss), net of approximately $1.3 billion for the year ended December 31, 2016.

Note 2. Discontinued Operations
On March 5, 2017 we entered into a Master Agreement (the Agreement) to sell our European Business, consisting of the Opel/Vauxhall Business and the Fincos, to Peugeot, S.A. (PSA Group) for net consideration with an estimated value of approximately $2.2 billion based upon exchange rates as of June 30, 2017, subject to foreign currency fluctuations. The net consideration to be paid for the Opel/Vauxhall Business under the Agreement has an estimated value of approximately $1.2 billion, consisting of (1) approximately $1.0 billion in cash; and (2) $700 million in warrants in PSA Group; partially offset by (3) the approximate $500 million de-risking premium payment to be 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 have 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 billion. The purchase price is subject to certain working capital adjustments as provided in the Agreement.

During the three months ended June 30, 2017, the assets and liabilities of the European Business have been presented as being held for sale and its operations and cash flows have been presented as discontinued operations. The transfer of the Opel/Vauxhall Business is expected to close in the second half of 2017 subject to the receipt of necessary regulatory approvals and satisfaction of other closing conditions, and the transfer of the Fincos is expected to close as soon as practicable after the receipt of the necessary antitrust, financial and other regulatory approvals and satisfaction of other closing conditions, which may be after the transfer of the Opel/Vauxhall Business. The transfer of the Fincos will not occur unless the transfer of the Opel/Vauxhall Business occurs.

The Company expects to recognize a charge resulting from the sale of the European Business of approximately $5.5 to $6.0 billion. The expected charge principally relates to: (1) approximately $3.9 billion of deferred tax assets that will no longer be realizable or that will transfer to PSA Group upon sale; (2) approximately $1.6 billion related to previously deferred pension losses and payment of a de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; (3) a disposal loss on the Fincos of up to $700 million; and (4) 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. Proceeds will partially offset certain of these charges. Of these amounts, in the three months ended June 30, 2017 we recognized a disposal loss of $324 million as a result of the Fincos being classified as held for sale, charges of $421 million for the cancellation of product programs resulting from the convergence of vehicle platforms between our European Business and PSA Group and other insignificant charges. These charges were recorded in Income (loss) from discontinued operations, net of tax. The remainder of the expected charge will be recognized upon closing.

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 will retain net underfunded pension liabilities of approximately $7.0 billion primarily to current pensioners and former employees of the European Business with vested pension rights. PSA Group will assume approximately $2.9 billion of net underfunded pension liabilities primarily with respect to active employees of the European Business, and at closing, the Seller will make payments to PSA Group, or one or more pension funding vehicles, of approximately $3.4 billion, subject to foreign currency and discount rate fluctuations, in respect of these assumed liabilities, which includes pension funding payments for active employees and the de-risking premium payment of approximately $500 million discussed above. The pension liabilities described herein are calculated as of December 31, 2016 and have been updated to reflect foreign exchange rates at June 30, 2017. The actual pension liabilities retained by the Seller and assumed by PSA Group will be determined at the closing date and, as a result, may differ from the amounts reported herein. We have entered into interest rate swaps and foreign exchange forwards to hedge market risk associated with funding pension liabilities assumed by PSA Group. At closing we expect to draw upon our three year revolving credit facility to fund the payments made to PSA Group for the transferred pension liabilities. We plan to issue debt securities thereafter to repay the draw on our credit facility subject to market conditions.


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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

As part of the retained pension liabilities described above, we will retain the United Kingdom defined benefit pension plans in existence at signing related to the European Business, including responsibility for service cost accruals through the closing date. Those plans with active participants will close to future accrual as of the day before closing. 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. As a result, Total net sales and revenue from continuing operations include $760 million and $570 million related to transactions with the European Business for the three months ended June 30, 2017 and 2016, and $1.5 billion and $1.2 billion for the six months ended June 30, 2017 and 2016 and Total costs and expenses from continuing operations include $713 million and $512 million related to transactions with the European Business for the three months ended June 30, 2017 and 2016 and $1.4 billion and $1.0 billion for the six months ended June 30, 2017 and 2016. Intercompany profit on these transactions was eliminated in consolidation.

The following table summarizes the results of the discontinued operations:
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Automotive net sales and revenue
$
5,005

 
$
5,649

 
$
9,704

 
$
10,567

GM Financial net sales and revenue
139

 
146

 
267

 
286

Total net sales and revenue
5,144

 
5,795

 
9,971

 
10,853

Automotive cost of sales
4,906

 
5,291

 
9,466

 
10,008

GM Financial interest, operating and other expenses
102

 
101

 
202

 
213

Automotive selling, general, and administrative expense
353

 
339

 
679

 
687

Other income and (expense) items
(1
)
 
36

 
2

 
65

Income (loss) from discontinued operations before taxes
(218
)
 
100

 
(374
)
 
10

Loss on sale of discontinued operations before taxes(a)
836

 
—

 
836

 
—

Total income (loss) from discontinued operations before taxes
(1,054
)
 
100

 
(1,210
)
 
10

Income tax benefit
284

 
6

 
371

 
104

Income (loss) from discontinued operations, net of tax
$
(770
)
 
$
106

 
$
(839
)
 
$
114

__________
(a)
Includes contract cancellation charges associated with the disposal.



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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The following table summarizes the assets and liabilities of the European Business:
 
June 30, 2017
 
December 31, 2016
Current Assets
 
 
 
Cash and cash equivalents
$
288

 
$
386

Accounts and notes receivable, net
1,226

 
938

GM Financial receivables, net
6,506

 
5,938

Inventories
3,233

 
2,748

Equipment on operating leases, net
1,077

 
786

Other current assets
432

 
382

Total current assets held for sale
12,762

 
11,178

Non-current Assets
 
 
 
GM Financial receivables, net
4,134

 
3,723

Property, net
3,743

 
3,217

Deferred income taxes
2,163

 
1,920

Other assets
360

 
515

Total non-current assets held for sale
10,400

 
9,375

Total Assets Held for Sale
$
23,162

 
$
20,553

 
 
 
 
Current Liabilities
 
 
 
Accounts payable (principally trade)
$
4,098

 
$
3,628

Short-term debt and current portion of long-term debt

 

Automotive
95

 
107

GM Financial
5,530

 
5,124

Accrued liabilities
4,570

 
3,299

Total current liabilities held for sale
14,293

 
12,158

Non-current Liabilities
 
 
 
Long-term debt

 

Automotive
75

 
85

GM Financial
4,481

 
4,189

Pensions
2,882

 
2,687

Other liabilities
785

 
665

Total non-current liabilities held for sale
8,223

 
7,626

Total Liabilities Held for Sale
$
22,516

 
$
19,784



Note 3. Marketable Securities
The following table summarizes the fair value of cash equivalents and marketable securities which approximates cost:

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

 
Fair Value Level
 
June 30, 2017
 
December 31, 2016
Cash and cash equivalents
 
 
 
 
 
Cash, cash equivalents and time deposits
 
 
$
6,758

 
$
5,692

Available-for-sale securities
 
 
 
 
 
U.S. government and agencies
2
 
1,179

 
1,158

Corporate debt
2
 
2,903

 
2,524

Money market funds
1
 
4,117

 
1,801

Sovereign debt
2
 
1,641

 
1,399

Total available-for-sale securities – cash equivalents
 
 
9,840

 
6,882

Total cash and cash equivalents
 
 
$
16,598

 
$
12,574

Marketable securities
 
 
 
 


U.S. government and agencies
2
 
$
4,045

 
$
5,886

Corporate debt
2
 
3,606

 
3,611

Mortgage and asset-backed
2
 
494

 
197

Sovereign debt
2
 
988

 
2,147

Total available-for-sale securities – marketable securities
 
 
$
9,133

 
$
11,841

Restricted cash
 
 
 
 
 
Cash, cash equivalents and time deposits
 
 
$
207

 
$
248

Available-for-sale securities, primarily money market funds
1
 
2,115

 
1,665

Total restricted cash
 
 
$
2,322

 
$
1,913

 
 
 
 
 
 
Available-for-sale securities included above with contractual maturities(a)
 
 
 
 
 
Due in one year or less
 
 
$
9,002

 
 
Due between one and five years
 
 
5,360

 
 
Total available-for-sale securities with contractual maturities
 
 
$
14,362

 
 
__________
(a)
Excludes mortgage and asset-backed securities.

Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $750 million and $1.6 billion in the three months ended June 30, 2017 and 2016 and $1.4 billion and $4.2 billion in the six months ended June 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 six months ended June 30, 2017 and 2016. Cumulative unrealized gains and losses on available-for-sale securities were insignificant at June 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:
 
June 30, 2017
Cash and cash equivalents
$
16,598

Restricted cash included in Other current assets
1,786

Restricted cash included in Other assets
536

Total
$
18,920



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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 4. GM Financial Receivables
 
June 30, 2017
 
December 31, 2016
 
Retail
 
Commercial
 
Total
 
Retail
 
Commercial
 
Total
Finance receivables, collectively evaluated for impairment, net of fees
$
28,971

 
$
9,308

 
$
38,279

 
$
24,480

 
$
7,506

 
$
31,986

Finance receivables, individually evaluated for impairment, net of fees
2,012

 
35

 
2,047

 
1,920

 
27

 
1,947

GM Financial receivables
30,983

 
9,343

 
40,326

 
26,400

 
7,533

 
33,933

Less: allowance for loan losses
(844
)
 
(49
)
 
(893
)
 
(765
)
 
(40
)
 
(805
)
GM Financial receivables, net
$
30,139

 
$
9,294

 
$
39,433

 
$
25,635

 
$
7,493

 
$
33,128

 
 
 
 
 
 
 
 
 
 
 
 
Fair value of GM Financial receivables
 
 
 
 
$
39,477

 
 
 
 
 
$
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.
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Allowance for loan losses at beginning of period
$
867

 
$
808

 
$
805

 
$
749

Provision for loan losses
158

 
144

 
369

 
334

Charge-offs
(273
)
 
(258
)
 
(571
)
 
(542
)
Recoveries
142

 
130

 
285

 
275

Effect of foreign currency
(1
)
 
4

 
5

 
12

Allowance for loan losses at end of period
$
893

 
$
828

 
$
893

 
$
828


The allowance for loan losses on retail and commercial finance receivables included a collective allowance of $583 million and $525 million and a specific allowance of $310 million and $280 million at June 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 June 30, 2017 and December 31, 2016, 41% 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 June 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 $772 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:

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

 
June 30, 2017
 
June 30, 2016
 
Amount
 
Percent of Contractual Amount Due
 
Amount
 
Percent of Contractual Amount Due
31-to-60 days delinquent
$
1,076

 
3.4
%
 
$
1,055

 
4.3
%
Greater-than-60 days delinquent
464

 
1.5
%
 
454

 
1.9
%
Total finance receivables more than 30 days delinquent
1,540

 
4.9
%
 
1,509

 
6.2
%
In repossession
43

 
0.2
%
 
47

 
0.2
%
Total finance receivables more than 30 days delinquent or in repossession
$
1,583

 
5.1
%
 
$
1,556

 
6.4
%

At June 30, 2017 and December 31, 2016 retail finance receivables classified as troubled debt restructurings and individually evaluated for impairment were $2.0 billion and $1.9 billion and the allowance for loan losses included $306 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 June 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: 
 
 
June 30, 2017
 
December 31, 2016
Group I
– Dealers with superior financial metrics
$
1,610

 
$
1,372

Group II
– Dealers with strong financial metrics
3,260

 
2,526

Group III
– Dealers with fair financial metrics
3,180

 
2,598

Group IV
– Dealers with weak financial metrics
855

 
613

Group V
– Dealers warranting special mention due to elevated risks
328

 
334

Group VI
– Dealers with loans classified as substandard, doubtful or impaired
110

 
90

 
 
$
9,343

 
$
7,533


Note 5. Inventories
 
June 30, 2017
 
GMNA
 
GMIO
 
GMSA
 
Total
Total productive material, supplies and work in process
$
3,534

 
$
873

 
$
700

 
$
5,107

Finished product, including service parts
3,948

 
1,434

 
800

 
6,182

Total inventories
$
7,482

 
$
2,307

 
$
1,500

 
$
11,289

 
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 in our automotive operations consists of vehicle sales to daily rental car companies with a guaranteed repurchase obligation.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

 
June 30, 2017
 
December 31, 2016
Equipment on operating leases
$
2,054

 
$
1,197

Less: accumulated depreciation
(171
)
 
(87
)
Equipment on operating leases, net
$
1,883

 
$
1,110

 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Depreciation expense
$
64

 
$
33

 
$
108

 
$
54

Impairment charges
$
34

 
$
29

 
$
54

 
$
41


GM Financial originates leases to retail customers that are recorded as operating leases.
 
June 30, 2017
 
December 31, 2016
GM Financial equipment on operating leases
$
47,905

 
$
40,654

Less: accumulated depreciation
(8,180
)
 
(6,312
)
GM Financial equipment on operating leases, net
$
39,725

 
$
34,342


Depreciation expense related to GM Financial equipment on operating leases, net was $1.6 billion and $1.1 billion in the three months ended June 30, 2017 and 2016 and $3.0 billion and $2.0 billion in the six months ended June 30, 2017 and 2016.

The following table summarizes minimum rental payments due to GM Financial on leases to retail customers:
 
Year Ending December 31,
 
2017
 
2018
 
2019
 
2020
 
2021
Minimum rental receipts under operating leases
$
3,371

 
$
5,599

 
$
3,191

 
$
723

 
$
50


Note 7. Equity in Net Assets of Nonconsolidated Affiliates
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Automotive China equity income
$
509

 
$
471

 
$
1,013

 
$
989

Other joint ventures equity income
21

 
189

 
72

 
231

Total Equity income
$
530

 
$
660

 
$
1,085

 
$
1,220

 
 
 
 
There have been no significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, 2016.
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Summarized Operating Data of Automotive China JVs
 
 
 
 
 
 
 
Automotive China JVs' net sales
$
10,815

 
$
10,281

 
$
22,016

 
$
21,472

Automotive China JVs' net income
$
902

 
$
979

 
$
1,948

 
$
2,065


Dividends received from our nonconsolidated affiliates were $1.6 billion in the three and six months ended June 30, 2017 and $1.9 billion and $2.0 billion in the three and six months ended June 30, 2016. At June 30, 2017 and December 31, 2016 we had undistributed earnings of $1.7 billion and $2.2 billion related to our nonconsolidated affiliates.

Note 8. Variable Interest Entities
GM Financial uses special purpose entities (SPEs) that are considered variable interest entities (VIEs) to issue variable funding notes to third party bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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, 2017
 
December 31, 2016
Restricted cash – current
$
1,781

 
$
1,302

Restricted cash – non-current
$
480

 
$
478

GM Financial receivables, net of fees – current
$
14,046

 
$
12,437

GM Financial receivables, net of fees – non-current
$
12,585

 
$
11,917

GM Financial equipment on operating leases, net
$
23,257

 
$
19,341

GM Financial short-term debt and current portion of long-term debt
$
21,387

 
$
17,526

GM Financial long-term debt
$
16,785

 
$
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, 2017
 
December 31, 2016
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Total automotive debt
$
10,610

 
$
11,626

 
$
10,560

 
$
11,399

Fair value utilizing Level 1 inputs
 
 
$
9,679

 
 
 
$
9,515

Fair value utilizing Level 2 inputs
 
 
$
1,947

 
 
 
$
1,884


The fair value of automotive debt measured utilizing Level 1 inputs was based on quoted prices in active markets for identical instruments that a market participant can access at the measurement date. The fair value of automotive debt measured utilizing Level 2 inputs was based on a discounted cash flow model using observable inputs. This model utilizes observable inputs such as contractual repayment terms and benchmark yield curves, plus a spread based on our senior unsecured notes that is intended to represent our nonperformance risk. We obtain the benchmark yield curves and yields on unsecured notes from independent sources that are widely used in the financial industry. At June 30, 2017 and December 31, 2016 the fair value of automotive debt exceeded its carrying amount due primarily to a decrease in bond yields compared to yields at the time of issuance.
 
June 30, 2017
 
December 31, 2016
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Secured debt
$
38,828

 
$
38,926

 
$
35,087

 
$
35,162

Unsecured debt
39,651

 
40,645

 
29,476

 
30,045

Total GM Financial debt
$
78,479

 
$
79,571

 
$
64,563

 
$
65,207

 
 
 
 
 
 
 
 
Fair value utilizing Level 2 inputs
 
 
$
77,695

 
 
 
$
62,951

Fair value utilizing Level 3 inputs
 
 
$
1,876

 
 
 
$
2,256



13

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The fair value of GM Financial debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of 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.

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged Securitized Assets. Refer to Note 8 for additional information on GM Financial's involvement with VIEs. In the six months ended June 30, 2017 we entered into new or renewed credit facilities with a total net additional borrowing capacity of $1.9 billion, which had substantially the same terms as existing debt and we issued $9.3 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 2.04% and maturity dates ranging from 2020 to 2025.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. In the six months ended June 30, 2017 we issued $10.0 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 2.90% and maturity dates ranging from 2019 to 2027.

Each of these 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 fair value asset or liability positions of derivative financial instruments in our automotive operations:
 
Fair Value Level
 
June 30, 2017
 
December 31, 2016
Derivatives designated as hedges(a)
 
 
 
 
 
Assets
 
 
 
 
 
 Net investment hedges – foreign currency
2
 
$
1,583

 
$
—

 Cash flow hedges
 
 
 
 
 
Foreign currency
2
 
—

 
803

Commodity
2
 
160

 
106

 Total cash flow hedges
 
 
160

 
909

Total assets
 
 
$
1,743

 
$
909

Derivatives not designated as hedges(a)
 
 
 
 
 
Assets
 
 
 
 
 
Foreign currency
2
 
$
4,295

 
$
4,483

Commodity
2
 
723

 
1,061

Total assets
 
 
$
5,018

 
$
5,544

Liabilities
 
 
 
 
 
Foreign currency
2
 
$
2,173

 
$
470

Interest rate swaps
2
 
6,193

 
—

Commodity
2
 
307

 
181

Total liabilities
 
 
$
8,673

 
$
651

__________
(a)
The fair value of these derivative instruments at June 30, 2017 and December 31, 2016 as well as the gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three and six months ended June 30, 2017 and 2016 were insignificant.

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

14

Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

 
Fair Value Level
 
June 30, 2017
 
December 31, 2016
Derivatives designated as hedges(a)
 
 
 
 
 
Assets
 
 
 
 
 
 Fair value hedges – interest rate swaps
2
 
$
2,500

 
$
—

 Cash flow hedges
 
 
 
 
 
  Interest rate swaps
2/3
 
2,466

 
3,070

  Foreign currency
2
 
855

 
—

 Total cash flow hedges
 
 
3,321

 
3,070

Total assets
 
 
$
5,821

 
$
3,070

Liabilities
 
 
 
 
 
 Fair value hedges – interest rate swaps(b)
2
 
$
8,854

 
$
7,700

 Cash flow hedges
 
 
 
 
 
Interest rate swaps
2/3
 
456

 
500

Foreign currency
2
 
—

 
791

 Total cash flow hedges
 
 
456

 
1,291

Total liabilities
 
 
$
9,310

 
$
8,991

Derivatives not designated as hedges(a)
 
 
 
 
 
Assets
 
 
 
 
 
Interest rate swaps
2/3
 
$
24,881

 
$
7,959

Interest rate caps and floors
2
 
15,347

 
9,698

Foreign currency
2
 
1,141

 
—

Total assets
 
 
$
41,369

 
$
17,657

Liabilities
 
 
 
 
 
Interest rate swaps
2/3
 
$
17,746

 
$
6,170

Interest rate caps and floors
2
 
17,714

 
12,146

Foreign currency
2
 
331

 
—

Total liabilities
 
 
$
35,791

 
$
18,316

__________
(a)
The fair value of these derivative instruments at June 30, 2017 and December 31, 2016 as well as the gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three and six months ended June 30, 2017 and 2016 were insignificant.
(b)
The fair value of these derivative instruments was $238 million and $276 million at June 30, 2017 and December 31, 2016.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note 11. Product Warranty and Related Liabilities
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Warranty balance at beginning of period
$
9,063

 
$
8,486

 
$
9,069

 
$
8,550

Warranties issued and assumed in period – recall campaigns
191

 
178

 
354

 
321

Warranties issued and assumed in period – product warranty
539

 
595

 
1,105

 
1,086

Payments
(786
)
 
(831
)
 
(1,595
)
 
(1,663
)
Adjustments to pre-existing warranties
(128
)
 
216

 
(88
)
 
289

Effect of foreign currency and other
11

 
(5
)
 
45

 
56

Warranty balance at end of period
$
8,890

 
$
8,639

 
$
8,890

 
$
8,639



15

Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be an insignificant amount at June 30, 2017. 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, 2017
 
Three Months Ended June 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

 
$
40

 
$
6

 
$
96

 
$
59

 
$
4

Interest cost
536

 
126

 
49

 
553

 
126

 
50

Expected return on plan assets
(919
)
 
(172
)
 
—

 
(944
)
 
(177
)
 
—

Amortization of prior service cost (credit)
(1
)
 
1

 
(4
)
 
(1
)
 
3

 
(3
)
Amortization of net actuarial (gains) losses
(2
)
 
48

 
8

 
(7
)
 
35

 
5

Net periodic pension and OPEB (income) expense
$
(307
)
 
$
43

 
$
59

 
$
(303
)
 
$
46

 
$
56


 
Six Months Ended June 30, 2017
 
Six Months Ended June 30, 2016
 
Pension Benefits
 
Global OPEB Plans
 
Pension Benefits
 
Global OPEB Plans
 
U.S.
 
Non-U.S.
 
 
U.S.
 
Non-U.S.
 
Service cost
$
158

 
$
86

 
$
10

 
$
191

 
$
115

 
$
9

Interest cost
1,072

 
251

 
98

 
1,106

 
257

 
100

Expected return on plan assets
(1,838
)
 
(343
)
 
—

 
(1,889
)
 
(359
)
 
—

Amortization of prior service cost (credit)
(2
)
 
2

 
(7
)
 
(2
)
 
6

 
(7
)
Amortization of net actuarial (gains) losses
(3
)
 
95

 
16

 
(13
)
 
70

 
10

Net periodic pension and OPEB (income) expense
$
(613
)
 
$
91

 
$
117

 
$
(607
)
 
$
89

 
$
112


We made discretionary contributions to our U.S. hourly pension plan of $2.0 billion in the six months ended June 30, 2016. These discretionary contributions were funded with the net proceeds from the issuance of senior unsecured notes.

Note 13. Commitments and Contingencies
Litigation-Related Liability and Tax Administrative Matters In the normal course of 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. We identify below the material individual proceedings and investigations in connection with which we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At June 30, 2017 and December 31, 2016 total accruals of $1.2 billion were recorded in Accrued liabilities and Other liabilities. In many proceedings, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss. Accordingly an adverse outcome from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

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

Through July 17, 2017 we were aware of over 100 putative class actions pending against GM in various courts in the U.S. and Canada alleging that consumers who purchased or leased vehicles manufactured by GM or General Motors Corporation had been economically harmed by one or more of the 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

16

Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Co