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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2011	Oct. 31, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Entity Registrant Name	General Motors Co
Entity Central Index Key	0001467858
Entity Filer Category	Non-accelerated Filer
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,564,561,877

Condensed Consolidated Income Statements - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Net sales and revenue
Automotive sales and revenue	$ 36,328	$ 34,060	$ 111,270	$ 98,710
GM Financial revenue	391		1,016
Total net sales and revenue	36,719	34,060	112,286	98,710
Costs and expenses
Automotive cost of sales	31,734	29,587	97,212	85,750
GM Financial operating and other expenses	212		563
Automotive selling, general and administrative expense	2,942	2,710	8,860	8,017
Other automotive expenses, net	25	30	50	115
Total costs and expenses	34,913	32,327	106,685	93,882
Goodwill impairment charges			395
Operating income	1,806	1,733	5,206	4,828
Automotive interest expense	101	263	405	850
Interest income and other non-operating income, net	152	377	1,064	734
Loss on extinguishment of debt	35		45	1
Income before income taxes and equity income	1,822	1,847	5,820	4,711
Income tax expense (benefit)	107	(25)	183	845
Equity income, net of tax and gain on disposal of investments	377	351	2,903	1,165
Net income	2,092	2,223	8,540	5,031
Net (income) loss attributable to noncontrolling interests	15	(61)	(75)	(265)
Net income attributable to stockholders	2,107	2,162	8,465	4,766
Net income attributable to common stockholders	$ 1,726	$ 1,959	$ 7,113	$ 4,158
Basic
Basic earnings per common share	$ 1.10	$ 1.31	$ 4.67	$ 2.77
Weighted-average common shares outstanding	1,562	1,500	1,524	1,500
Diluted
Diluted earnings per common share	$ 1.03	$ 1.20	$ 4.30	$ 2.62
Weighted-average common shares outstanding	1,682	1,630	1,668	1,588

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2011	Dec. 31, 2010
ASSETS
Total Assets	$ 148,497	$ 138,898
LIABILITIES AND EQUITY
Total Liabilities	102,881	101,739
Commitments and contingencies (Note 17)
Equity
Common stock, $0.01 par value (5,000,000,000 shares authorized, 1,564,366,673 shares issued and outstanding at September 30, 2011 and 1,500,136,998 shares issued and outstanding at December 31, 2010)	16	15
Capital surplus (principally additional paid-in capital)	26,330	24,257
Retained earnings	6,595	266
Accumulated other comprehensive income	1,412	1,251
Total stockholders' equity	44,744	36,180
Noncontrolling interests	872	979
Total Equity	45,616	37,159
Total Liabilities and Equity	148,497	138,898
Series A [Member]
Equity
Preferred stock	5,536	5,536
Series B [Member]
Equity
Preferred stock	4,855	4,855
Automotive [Member]
ASSETS
Cash and cash equivalents	20,297	21,061
Marketable securities	11,680	5,555
Accounts and notes receivable (net of allowance of $332 and $252)	10,512	8,699
Inventories	15,220	12,125
Equipment on operating leases, net	3,467	2,568
Other current assets and deferred income taxes	2,834	3,045
Total current assets	64,010	53,053
Equity in net assets of nonconsolidated affiliates	7,534	8,529
Property, net	21,556	19,235
Goodwill	28,605	30,513
Intangible assets, net	10,498	11,882
Other assets and deferred income taxes	3,969	4,754
Total non-current assets	72,162	74,913
Total Assets	136,172	127,966
LIABILITIES AND EQUITY
Accounts payable (principally trade)	25,646	21,497
Short-term debt and current portion of long-term debt (including certain debt at GM Korea of $130 and $70; Note 11)	1,543	1,616
Accrued liabilities (including derivative liabilities at GM Korea of $63 and $111; Note 11)	24,559	24,044
Total current liabilities	51,748	47,157
Long-term debt (including certain debt at GM Korea of $8 and $835; Note 11)	2,667	3,014
Postretirement benefits other than pensions	8,842	9,294
Pensions	18,684	21,894
Other liabilities and deferred income taxes	12,684	13,021
Total non-current liabilities	42,877	47,223
Total Liabilities	94,625	94,380
GM Financial [Member]
ASSETS
Cash and cash equivalents	307	195
Goodwill	1,278	1,265
Finance receivables, net (including gross finance receivables transferred to SPEs of $8,433 and $7,156)	8,918	8,197
Restricted cash	1,124	1,090
Other assets (including leased assets, net transferred to SPEs of $101 and $0)	1,005	380
Total Assets	12,325	10,932
LIABILITIES AND EQUITY
Securitization notes payable (Note 13)	6,902	6,128
Credit facilities	553	832
Other liabilities	801	399
Total Liabilities	$ 8,256	$ 7,359

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	1,564,366,673	1,500,136,998
Common stock, shares outstanding	1,564,366,673	1,500,136,998
Series A [Member]
Preferred stock, shares issued	276,101,695	276,101,695
Preferred stock, shares outstanding	276,101,695	276,101,695
Preferred stock, liquidation preference	$ 25.00	$ 25.00
Series B [Member]
Preferred stock, shares issued	100,000,000	100,000,000
Preferred stock, shares outstanding	100,000,000	100,000,000
Preferred stock, liquidation preference	$ 50.00	$ 50.00
Automotive [Member]
Accounts and notes receivable, allowance	$ 332	$ 252
Short-term and current portion of long-term debt at GM Korea which the creditors do not have recourse to our general credit	130	70
Derivative liabilities at GM Korea which the creditors do not have recourse to our general credit	63	111
Long-term debt at GM Korea which the creditors do not have resource to our general credit	8	835
GM Financial [Member]
Finance receivables, transferred to special purpose entities	8,433	7,156
Leased assets, net transferred to special purpose entities	$ 101	$ 0

Condensed Consolidated Statements Of Equity - USD ($) $ in Millions	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Common Stock [Member]	Capital Surplus [Member]	Retained Earnings (Accumulated Deficit) [Member]	Accumulated Other Comprehensive Income [Member]	Noncontrolling Interests [Member]	Comprehensive Income [Member]	Total
Balance at Dec. 31, 2009			$ 15	$ 24,040	$ (4,394)	$ 1,588	$ 708		$ 21,957
Net income					4,766		265	$ 5,031	5,031
Other comprehensive income (loss)
Foreign currency translation adjustments						134	2	136
Cash flow hedging gains (losses), net						(20)		(20)
Unrealized gain (loss) on securities						29		29
Defined benefit plans
Net prior service cost\credit						(8)		(8)
Net actuarial gain (loss)						(2,796)		(2,796)
Other comprehensive income (losses)						(2,661)	2	(2,659)	(2,659)
Comprehensive income								2,372
Purchase of noncontrolling interest shares				1			(7)		(6)
Effects of adoption of amendments to ASC 810-10 regarding variable interest entities							76		76
Cumulative dividends on Series A and Series B Preferred Stock					(608)				(608)
Dividends declared or paid to noncontrolling interests							(61)		(61)
Other							(12)		(12)
Balance at Sep. 30, 2010			15	24,041	(236)	(1,073)	971		23,718
Balance at Dec. 31, 2010	$ 5,536	$ 4,855	15	24,257	266	1,251	979		37,159
Effect of adoption of amendments in ASU 2010-28 regarding goodwill impairment (Notes 2 and 9)					(1,466)				(1,466)
Net income					8,465		75	8,540	8,540
Other comprehensive income (loss)
Foreign currency translation adjustments						(324)	(9)	(333)
Cash flow hedging gains (losses), net						13		13
Unrealized gain (loss) on securities						(3)		(3)
Defined benefit plans
Net prior service cost\credit						266		266
Net actuarial gain (loss)						258		258
Sale of interest in nonconsolidated affiliate						(42)		(42)
Other comprehensive income (losses)						168	(9)	159	159
Comprehensive income								$ 8,699
Purchase of noncontrolling interest shares				41		(7)	(134)		(100)
Exercise of common stock warrants				9					9
Stock based compensation				160					160
Pension plan stock contribution (Note 15)			1	1,863					1,864
Cumulative dividends on Series A and Series B Preferred Stock					(670)				(670)
Dividends declared or paid to noncontrolling interests							(32)		(32)
Deconsolidation of noncontrolling interest shares							(9)		(9)
Other							2		2
Balance at Sep. 30, 2011	$ 5,536	$ 4,855	$ 16	$ 26,330	$ 6,595	$ 1,412	$ 872		$ 45,616

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Net cash provided by operating activities	$ 6,724	$ 8,319
Cash flows from investing activities
Net cash provided by (used in) investing activities	(6,504)	4,146
Cash flows from financing activities
Net cash provided by (used in) financing activities	(656)	(7,949)
Automotive [Member]
Net cash provided by operating activities	6,194	8,319
Cash flows from investing activities
Expenditures for property	(4,065)	(3,112)
Available-for-sale marketable securities, acquisitions	(16,349)	(8,682)
Trading marketable securities, acquisitions	(514)	(271)
Available-for-sale marketable securities, liquidations	10,351	2,822
Trading marketable securities, liquidations	380	259
Acquisition of companies, net of cash acquired	(25)	(59)
Operating leases, liquidations	7	337
Proceeds from sale of business units/investments, net of cash distributed	4,810	(49)
Increase in restricted cash and marketable securities	(477)	(818)
Decrease in restricted cash and marketable securities	846	13,506
Other investing activities	74	213
Net cash provided by (used in) investing activities	(4,962)	4,146
Cash flows from financing activities
Net increase (decrease) in short-term debt	169	(83)
Proceeds from issuance of debt (original maturities greater than three months)	381	652
Payments on debt (original maturities greater than three months)	(1,376)	(7,904)
Payments to acquire noncontrolling interest	(100)	(6)
Dividends paid	(649)	(608)
Other financing activities	(15)
Net cash provided by (used in) financing activities	(1,590)	(7,949)
Effect of exchange rate changes on cash and cash equivalents	(212)	(120)
Net transactions	(194)
Net increase (decrease) in cash and cash equivalents	(764)	4,396
Cash and cash equivalents reclassified as assets held for sale-Automotive		391
Cash and cash equivalents at beginning of period	21,061	22,679
Cash and cash equivalents at end of period	20,297	27,466
GM Financial [Member]
Net cash provided by operating activities	530
Cash flows from investing activities
Purchase of receivables	(3,786)
Principal collections and recoveries on receivables	2,817
Purchases of leased vehicles	(578)
Other investing activities	5
Net cash provided by (used in) investing activities	(1,542)
Cash flows from financing activities
Proceeds from issuance of debt (original maturities greater than three months)	6,668
Payments on debt (original maturities greater than three months)	(5,688)
Other financing activities	(46)
Net cash provided by (used in) financing activities	934
Effect of exchange rate changes on cash and cash equivalents	(4)
Net transactions	194
Net increase (decrease) in cash and cash equivalents	112
Cash and cash equivalents at beginning of period	195
Cash and cash equivalents at end of period	$ 307

Nature Of Operations

9 Months Ended

Sep. 30, 2011

Nature Of Operations

Nature Of Operations

Note 1. Nature of Operations

General Motors Company is sometimes referred to in this Quarterly Report on Form 10-Q as "we," "our," "us," "ourselves," the "Company," "General Motors" or "GM." General Motors Corporation is sometimes referred to in this Quarterly Report on Form 10-Q, for the periods on or before July 9, 2009, as "Old GM." On July 10, 2009 in connection with the 363 Sale relating to Old GM's Chapter 11 bankruptcy proceedings, General Motors Corporation changed its name to Motors Liquidation Company, which is sometimes referred to in this Quarterly Report on Form 10-Q for the periods after July 10, 2009 as "MLC." MLC continues to exist as a distinct legal entity for the sole purpose of liquidating its remaining assets and liabilities.

We design, build and sell cars, trucks and parts worldwide. We also conduct finance operations through General Motors Financial Company, Inc. (GM Financial). These financing operations consist principally of financing automobile purchases and leases for retail customers.

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

We own a 9.9% equity interest in Ally Financial, which is accounted for as a cost method investment because we are not able to exercise significant influence. Ally Financial provides a broad range of financial services, including consumer vehicle financing, automotive dealership and other commercial financing, residential mortgage services and automobile service contracts.

Basis Of Presentation And Recent Accounting Standards

9 Months Ended

Sep. 30, 2011

Basis Of Presentation And Recent Accounting Standards

Basis Of Presentation And Recent Accounting Standards

Note 2. Basis of Presentation and Recent Accounting Standards

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010 (2010 Form 10-K) as filed with the SEC.

Principles of Consolidation

The condensed consolidated financial statements include our accounts and those of our subsidiaries that we control due to ownership of a majority voting interest. We continually evaluate our involvement with variable interest entities (VIEs) to determine whether we have variable interests and are the primary beneficiary of the VIE. When this criteria is met, we consolidate the VIE. Our share of earnings or losses of nonconsolidated affiliates is included in our consolidated operating results using the equity method of accounting when we are able to exercise significant influence over the operating and financial decisions of the nonconsolidated affiliate. We use the cost method of accounting if we are not able to exercise significant influence over the operating and financial decisions of the nonconsolidated affiliate. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of the Financial Statements

The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

GM Financial

The assets and liabilities of GM Financial, our automotive finance operations, are presented on a non-classified basis. The amounts presented for GM Financial have been adjusted to include the effect of our tax attributes on GM Financial's deferred tax positions and provision for income taxes since the date of acquisition, which are not applicable to GM Financial on a stand-alone basis, and to eliminate the effect of transactions between GM Financial and the other members of the consolidated group. Accordingly, the amounts presented will differ from those presented by GM Financial on a stand-alone basis.

Prior Period Financial Statements Conformed to Current Period Presentation

In the three and nine months ended September 30, 2011 we have recorded foreign currency exchange gains and losses on debt as non-operating items. This is a change from prior period presentations in which foreign currency exchange gains and losses on debt were recorded in Automotive cost of sales. We have reclassified the prior periods to conform to our current presentation. The effects of these reclassifications increased Automotive cost of sales and Interest income and other non-operating income, net by $119 million in the three months ended September 30, 2010, and decreased Automotive cost of sales and other non-operating income, net by $68 million in the nine months ended September 30, 2010.

Venezuelan Exchange Regulations

Our Venezuelan subsidiaries changed their functional currency from Bolivar Fuerte (BsF), the local currency, to the U.S. Dollar, our reporting currency, on January 1, 2010 because of the hyperinflationary status of the Venezuelan economy. Pursuant to the official devaluation of the Venezuelan currency and establishment of the dual fixed exchange rates (essential rate of BsF 2.60 to $1.00 and nonessential rate of BsF 4.30 to $1.00) in January 2010, we remeasured the BsF denominated monetary assets and liabilities held by our Venezuelan subsidiaries at the nonessential rate of 4.30 BsF to $1.00. The remeasurement resulted in a charge of $25 million recorded in Automotive cost of sales in the three months ended March 31, 2010.

In June 2010 the Venezuelan government introduced additional foreign currency exchange control regulations, which imposed restrictions in the use of the parallel foreign currency exchange market, thereby making it more difficult to convert BsF to U.S. Dollars. We periodically accessed the parallel exchange market, which historically enabled entities to obtain foreign currency for transactions that could not be processed by the Commission for the Administration of Currency Exchange (CADIVI). The restrictions on the foreign currency exchange market could affect our Venezuelan subsidiaries' ability to pay non-BsF denominated obligations that do not qualify to be processed by CADIVI at the official exchange rates as well as our ability to benefit from those operations.

In December 2010 another official devaluation of the Venezuelan currency was announced that eliminated the essential rate effective January 1, 2011. The devaluation did not have an effect on the 2010 consolidated financial statements; however, it has affected results of operations in 2011 because our Venezuelan subsidiaries no longer realize gains that result from favorable foreign currency exchanges processed by CADIVI at the essential rate for the requests submitted subsequent to the devaluation date.

The following tables provide financial information for our Venezuelan subsidiaries at September 30, 2011 and December 31, 2010 and for the three and nine months ended September 30, 2011 and 2010 which include amounts receivable from and payable to, and transactions with, affiliated entities (dollars in millions):


	September 30, 2011		December 31, 2010
Total automotive assets (a)	$	1,308	$	1,322
Total automotive liabilities (b)	$	868	$	985


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Total net sales and revenue	$	402	$	347	$	1,207	$	789
Net income attributable to stockholders (c)	$	52	$	29	$	102	$	244

(a)	Includes BsF denominated and non-BsF denominated monetary assets of $300 million and $538 million at September 30, 2011 and $393 million and $527 million at December 31, 2010.

(b)	Includes BsF denominated and non-BsF denominated monetary liabilities of $533 million and $335 million at September 30, 2011 and $661 million and $324 million at December 31, 2010.

(c)

Includes a gain of $119 million related to the devaluation of the BsF in January 2010 and gains of $82 million and $207 million due to favorable foreign currency exchanges that were processed by CADIVI in the three and nine months ended September 30, 2010. The $119 million gain on the devaluation was offset by a $144 million loss recorded in the U.S. on BsF denominated assets, which is not included in the Net income attributable to stockholders reported above. Included in the three and nine months ended September 30, 2011 are gains of $0 million and $5 million related to favorable foreign currency exchanges that were processed by CADIVI. The gains in the three and nine months ended September 30, 2011 are related to requests for foreign currency exchanges submitted to CADIVI prior to the devaluation effective January 1, 2011.

The total amount pending government approval for settlement at September 30, 2011 and December 31, 2010 was BsF 2.1 billion (equivalent to $495 million) and BsF 1.9 billion (equivalent to $432 million), for which some requests have been pending from 2007. The amounts outstanding at September 30, 2011 and December 31, 2010 include payables to affiliated entities of $324 million and $263 million, each of which include dividends payable of $144 million.

Significant Non-Cash Activity

Investing Cash Flows

The following table summarizes the amounts accrued for property expenditures at September 30, 2011 and 2010. These amounts are excluded from Expenditures for property within the investing activities section of the condensed consolidated statements of cash flows because no cash has been expended (dollars in millions):


	September 30, 2011		September 30, 2010
Accrued expenditures for property	$	3,324	$	2,187

Financing Cash Flows

The following table summarizes the amounts of common stock contributed to our U.S. hourly and salaried pension plans for the nine months ended September 30, 2011 and 2010. These amounts are excluded from the financing activities section of the condensed consolidated statements of cash flows because no cash has been expended (dollars in millions):


	Nine Months Ended September 30,		Nine Months Ended September 30,
	2011		2010
Contribution of common stock to U.S. hourly and salaried pension plans	$	1,864	$	—

Refer to Note 15 for additional information on the common stock contributed to our U.S. hourly and salaried pension plans.

Labor Force

On September 28, 2011 the 2011 GM-UAW Labor Agreement (Labor Agreement), which is a collectively bargained labor agreement between us and the International Union, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW), was ratified. The Labor Agreement is effective for a four year term expiring in September 2015. The Labor Agreement includes lump sum payments in lieu of wage increases of $5,000 per employee in October 2011 and $1,000 per employee in June of 2012, 2013, and 2014. These lump sum payments will be amortized over the four year Labor Agreement period.

Recently Adopted Accounting Principles

In September 2009 the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2009-13, "Multiple-Deliverable Revenue Arrangements" (ASU 2009-13). ASU 2009-13 addresses the unit of accounting for multiple-element arrangements. ASU 2009-13 revises the method by which consideration is allocated among the units of accounting. Specifically, the overall consideration is allocated to each deliverable by establishing a selling price for individual deliverables based on a hierarchy of evidence, involving vendor-specific objective evidence, other third party evidence of the selling price or the reporting entity's best estimate of the selling price of individual deliverables in the arrangement. ASU 2009-13 was effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13 did not have a material effect on the condensed consolidated financial statements.

In December 2010 the FASB issued ASU 2010-28, "Intangibles — Goodwill and Other: When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts" (ASU 2010-28). The amendments in ASU 2010-28 modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. Any resulting goodwill impairment is recorded as a cumulative-effect adjustment to beginning Retained earnings at the date of adoption with future impairments recorded to earnings. Refer to Note 9 for additional information on the adoption of ASU 2010-28 and its effect on the condensed consolidated financial statements.

Accounting Standards Not Yet Adopted

In May 2011 the FASB issued ASU 2011-04, "Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs" (ASU 2011-04). Key provisions of the amendments in ASU 2011-04 include: (1) a prohibition on grouping financial instruments for purposes of determining fair value, except in limited cases; (2) an extension of the prohibition against the use of a blockage factor to all fair value measurements; and (3) a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. For items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This ASU is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a significant effect on our fair value measurements utilized and the related disclosures within the condensed consolidated financial statements.

In September 2011 the FASB issued ASU 2011-08, "Testing Goodwill for Impairment" (ASU 2011-08). Under the revised guidance, entities testing for goodwill impairment have an option of performing a qualitative assessment before calculating the fair value for the reporting unit, i.e., Step 1 of the goodwill impairment test. If an entity determines, on a basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the first step of the two-step impairment test would be required. If it is not more likely than not that the fair value of the reporting unit is less than the carrying value, then goodwill is not considered to be impaired. ASU 2011-08 does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill at least annually for impairment. This ASU is effective for interim and annual periods beginning after December 15, 2011 with early adoption permitted. We adopted ASU 2011-08 effective October 1, 2011. The adoption of this ASU is not expected to have a significant effect on the conclusion reached during our annual or interim goodwill impairment assessments.

Acquisition And Disposals Of Businesses

9 Months Ended

Sep. 30, 2011

Acquisition And Disposals Of Businesses

Acquisition And Disposals Of Businesses

Note 3. Acquisition and Disposals of Businesses

Acquisition of Additional GM Korea Interests

In March 2011 we completed the acquisition of an additional 6.9% interest in GM Korea Company, formerly GM Daewoo Auto & Technology Co. (GM Korea) for a cash purchase price of $100 million. The transaction was accounted for as an equity transaction as we retain the controlling financial interest in GM Korea. As a result of this transaction we reduced our equity attributable to Noncontrolling interests by $134 million and our Accumulated other comprehensive income by $7 million, and increased our Capital surplus by $41 million. After completing this transaction, we now own 77.0% of the outstanding shares of GM Korea.

Saab Sale

In February 2010 we completed the sale of Saab Automobile AB (Saab) and in May 2010 we completed the sale of Saab Automobile GB to Spyker Cars NV. Of the negotiated cash purchase price of $74 million, we received $50 million at closing and received the remaining $24 million in July 2010. We also received preference shares in Saab with a face value of $326 million and an estimated fair value that is insignificant and received $114 million as repayment of the debtor-in-possession financing that we provided to Saab during 2009. In the three months ended March 31, 2010 we recorded a gain of $123 million in Interest income and other non-operating income, net.

Acquisition of GM Financial

In October 2010 we acquired 100% of the outstanding equity interests of GM Financial (formerly AmeriCredit Corp.), an automotive finance company, for cash of $3.5 billion. The results of GM Financial are included in our results beginning October 1, 2010. The following table summarizes the actual amounts of revenue and earnings of GM Financial included in our condensed consolidated financial statements for the three and nine months ended September 30, 2011 and the supplemental pro forma revenue and earnings of the combined entity for the three and nine months ended September 30, 2010 as if the acquisition had occurred on January 1, 2010 (dollars in millions):


	GM Financial Amounts Included In Results For				Pro Forma-Combined
	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011		Three Months Ended September 30, 2010		Nine Months Ended September 30, 2010
Total net sales and revenue	$	391	$	1,016	$	34,423	$	99,772
Net income attributable to stockholders	$	110	$	330	$	2,340	$	5,224

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Marketable Securities

9 Months Ended

Sep. 30, 2011

Marketable Securities

Marketable Securities

Note 4. Marketable Securities

Automotive

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


	September 30, 2011								December 31, 2010
			Unrealized				Fair Value				Unrealized				Fair Value
	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
Marketable Securities
Available-for-sale securities
United States government and agencies	$	5,199	$	3	$	—	$	5,202	$	2,023	$	—	$	—	$	2,023
Sovereign debt		421		—		—		421		773		—		—		773
Certificates of deposit		637		—		—		637		954		—		—		954
Corporate debt		5,155		3		9		5,149		1,670		1		2		1,669

Total available-for-sale securities		11,412		6		9		11,409		5,420		1		2		5,419
Total trading securities		286		6		21		271		129		10		3		136

Total marketable securities	$	11,698	$	12	$	30	$	11,680	$	5,549	$	11	$	5	$	5,555

We maintained $94 million and $89 million of the above trading securities as compensating balances to support letters of credit of $78 million and $74 million at September 30, 2011 and December 31, 2010. We have access to these securities in the normal course of business; however, the letters of credit may be withdrawn if the minimum collateral balance is not maintained.

The following table summarizes securities classified as Cash and cash equivalents and restricted cash and marketable securities (dollars in millions):


	September 30, 2011		December 31, 2010
Securities classified as cash and cash equivalents	$	14,971	$	12,964
Securities classified as restricted cash and marketable securities (a)	$	1,540	$	1,474

(a)	Securities classified as restricted cash and marketable securities are recorded in Other current assets and deferred income taxes and Other assets and deferred income taxes.

Refer to Note 19 for classes of securities underlying Cash and cash equivalents and restricted cash and marketable securities.

The following table summarizes proceeds from and realized gains and losses on disposals of investments in marketable securities classified as available-for-sale and sold prior to maturity (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Sales proceeds	$	715	$	5	$	964	$	6
Realized gains	$	1	$	—	$	1	$	—
Realized losses	$	2	$	—	$	4	$	—

The following table summarizes the fair value of investments classified as available-for-sale securities by contractual maturity at September 30, 2011 (dollars in millions):


	Amortized Cost		Fair Value
Due in one year or less	$	9,441	$	9,441
Due after one year through five years		1,971		1,968

Total contractual maturities of available-for-sale debt securities	$	11,412	$	11,409

Finance Receivables, Net

9 Months Ended

Sep. 30, 2011

Finance Receivables, Net

Finance Receivables, Net

Note 5. Finance Receivables, net

Automotive Financing — GM Financial

The following table summarizes the components of Finance receivables, net (dollars in millions):


	September 30, 2011			December 31, 2010
Pre-acquisition finance receivables	$	5,076		$	7,724
Post-acquisition finance receivables		4,362			924

Total finance receivables		9,438			8,648
Accretable yield		83			423
Less non-accretable discount on pre-acquisition finance receivables		(452	)		(848	)
Less allowance for loan losses on post-acquisition receivables		(151	)		(26	)

Total finance receivables, net	$	8,918		$	8,197

The following table summarizes activity for finance receivables (dollars in millions):


	Three Months Ended September 30, 2011			Nine Months Ended September 30, 2011
Balance at beginning of period	$	9,110		$	8,648
Loans purchased		1,358			3,845
Charge-offs		(153	)		(467	)
Principal collections and other		(877	)		(2,588	)

Balance at end of period	$	9,438		$	9,438

Finance contracts are purchased by GM Financial from automobile dealers without recourse, and accordingly, the dealer has no liability to GM Financial if the consumer defaults on the contract. Finance receivables are collateralized by vehicle titles and GM Financial has the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract.

At September 30, 2011 and December 31, 2010 the accrual of finance charge income has been suspended on delinquent finance receivables of $448 million and $491 million.

GM Financial reviews its pre-acquisition portfolio for differences between contractual cash flows and the cash flows expected to be collected from its initial investment in the pre-acquisition portfolio to determine if the difference is attributable, at least, in part to credit quality. In the nine months ended September 30, 2011 improvement in the performance of the pre-acquisition portfolio indicated that the non-accretable discount exceeded expected future credit losses by $197 million. In the nine months ended September 30, 2011 GM Financial transferred this excess non-accretable discount as an offset to the accretable yield. GM Financial will recognize this excess as finance charge income over the remaining life of the portfolio.

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


	Three Months Ended September 30, 2011			Nine Months Ended September 30, 2011
Balance at beginning of period	$	109		$	423
Amortization of accretable yield		(16	)		(143	)
Transfer from non-accretable discount		(10	)		(197	)

Balance at end of period	$	83		$	83

The following table summarizes activity for non-accretable pre-acquisition discount (dollars in millions):


	Three Months Ended September 30, 2011			Nine Months Ended September 30, 2011
Balance at beginning of period	$	524		$	848
Recoveries		70			239
Charge-offs		(132	)		(438	)
Transfer to accretable yield		(10	)		(197	)

Balance at end of period	$	452		$	452

The following table summarizes activity for the allowance for post-acquisition loan losses (dollars in millions):


	Three Months Ended September 30, 2011			Nine Months Ended September 30, 2011
Balance at beginning of period	$	108		$	26
Provision for loan losses		51			135
Recoveries		13			19
Charge-offs		(21	)		(29	)

Balance at end of period	$	151		$	151

Credit Quality

Credit bureau scores, generally referred to as FICO scores, are determined during GM Financial's automotive loan origination process. The following table summarizes the credit risk profile of finance receivables by FICO score band, determined at origination (dollars in millions):


	September 30, 2011		December 31, 2010
FICO score less than 540	$	1,930	$	1,328
FICO score 540 to 599		4,008		3,396
FICO score 600 to 659		2,658		2,758
FICO score 660 and greater		842		1,166

Total finance receivables	$	9,438	$	8,648

Delinquency

The following table summarizes finance receivables more than 30 days delinquent, but not yet in repossession, and in repossession, but not yet charged-off (dollars in millions):


	September 30, 2011					December 31, 2010
	Amount		Percent			Amount		Percent
Delinquent contracts
31 to 60 days	$	441		4.7	%	$	535		6.2	%
Greater-than-60 days		165		1.7	%		212		2.4	%

Total finance receivables more than 30 days delinquent		606		6.4	%		747		8.6	%
In repossession		34		0.4	%		28		0.3	%

Total finance receivables more than 30 days delinquent and in repossession	$	640		6.8	%	$	775		8.9	%

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. Delinquencies may vary from period to period based upon the average age of the portfolio, seasonality within the calendar year and economic factors.

Securitizations

9 Months Ended

Sep. 30, 2011

Securitizations

Securitizations

Note 6. Securitizations

Automotive Financing — GM Financial

The following table summarizes securitization activity and cash flows from consolidated special purpose entities (SPEs) used for securitizations (dollars in millions):


	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011
Receivables securitized	$	955	$	3,873
Net proceeds from securitizations	$	900	$	3,650
Servicing fees (a)	$	50	$	148
Distributions from trusts	$	203	$	637

(a)	Cash flows received for the servicing of securitizations consolidated as VIEs are a component of GM Financial revenue.

GM Financial retains servicing responsibilities for receivables transferred to certain SPEs. At September 30, 2011 and December 31, 2010 GM Financial serviced finance receivables that have been transferred to certain SPEs of $7.9 billion and $7.2 billion.

At September 30, 2011 a Canadian subsidiary of GM Financial serviced leased assets of $1.0 billion for a third party.

Inventories

9 Months Ended

Sep. 30, 2011

Inventories

Inventories

Note 7. Inventories

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


	September 30, 2011		December 31, 2010
Productive material, work in process and supplies	$	6,744	$	5,487
Finished product, including service parts		8,476		6,638

Total inventories	$	15,220	$	12,125

Equity In Net Assets Of Nonconsolidated Affiliates

9 Months Ended

Sep. 30, 2011

Equity In Net Assets Of Nonconsolidated Affiliates

Equity In Net Assets Of Nonconsolidated Affiliates

Note 8. Equity in Net Assets of Nonconsolidated Affiliates

Automotive

Nonconsolidated affiliates are entities in which an equity ownership interest is maintained and for which the equity method of accounting is used, due to the ability to exert significant influence over decisions relating to their operating and financial affairs.

The following table summarizes the components of Equity income, net of tax and gain on disposal of investments (dollars in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
China JVs	$	387		$	335		$	1,215		$	1,061
New Delphi (including gain on disposition)		—			23			1,727			97
Others		(10	)		(7	)		(39	)		7

Total equity income, net of tax and gain on disposal of investments	$	377		$	351		$	2,903		$	1,165

Sale of New Delphi

In March 2011 we sold our Class A Membership Interests in Delphi Automotive LLP (New Delphi) to New Delphi for $3.8 billion. The Class A Membership Interests sold represented 100% of our direct and indirect interests in New Delphi and 100% of New Delphi's Class A Membership Interests issued and outstanding. The sale terminated any direct and indirect obligation to loan New Delphi up to $500 million under a term loan facility established in October 2009 when New Delphi was created and the Class A Membership Interests were issued. New Delphi had not borrowed under this loan facility. In March 2011 we recorded a gain of $1.6 billion related to the sale in Equity income, net of tax and gain on disposal of investments. Our existing supply contracts with New Delphi were not affected by this transaction.

Impairment of Investment in HKJV

In December 2009 we and SAIC Motor Hong Kong Investment Limited (SAIC-HK) entered into a joint venture, SAIC GM Investment Limited (HKJV) to invest in automotive projects outside of markets in China, initially focusing on markets in India. On February 1, 2010 we sold certain of our operations in India (GM India), part of our GMIO segment to HKJV, in exchange for a promissory note due in 2013. The amount due under the promissory note may be partially reduced, or increased, based on GM India's cumulative earnings before interest and taxes (EBIT) for the three year period ending December 31, 2012. In connection with the sale we recorded net consideration of $185 million and an insignificant gain. The sale transaction resulted in a loss of control and the deconsolidation of GM India in February 2010. Accordingly, we removed the assets and liabilities of GM India from our consolidated financial statements and recorded an equity interest in HKJV to reflect cash of $50 million we contributed to HKJV and a $123 million commitment to provide additional capital that we are required to make in accordance with the terms of the joint venture agreement. We recorded a corresponding liability to reflect our obligation to provide additional capital.

In March 2011 there was a change in the local tax regulations which significantly extended the period of time over which GM India will receive certain value added tax based investment incentives. The delay in recovery of these incentives significantly affected GM India's cash flow and EBIT forecasts, resulting in a decrease in the fair value of HKJV. The fair value of our investment in HKJV at March 31, 2011 was determined to be $112 million compared to a carrying amount of $151 million. The loss in value was considered to be other than temporary and, therefore, we recorded an impairment charge of $39 million in the three months ended March 31, 2011. In addition, we recorded other charges totaling $67 million related to our investment in the HKJV in the three months ended March 31, 2011.

VMM Deconsolidation

In June 2011 we entered into a new shareholder agreement with Fiat Powertrain Technologies SPA related to VM Motori (VMM) in Italy. Prior to the new shareholder agreement, we controlled VMM and consolidated VMM's assets, liabilities and results of operations. Under the new shareholder agreement, we retain 50% ownership but no longer have control. Accordingly, we removed the assets and liabilities of VMM, which included allocated goodwill of $36 million from our GME reporting unit, from our consolidated financial statements and recorded an equity interest in the amount of $46 million.

Investment in China JVs

The following table summarizes our direct ownership interests in our Chinese joint ventures, collectively referred to as China JVs:


	Ownership Interest
	September 30, 2011		September 30, 2010
Shanghai General Motors Co. Ltd. (SGM) (a)		49%		49%
Shanghai GM (Shenyang) Norsom Motor Co., Ltd. (SGM Norsom)		25%		25%
Shanghai GM Dong Yue Motors Co., Ltd. (SGM DY)		25%		25%
Shanghai GM Dong Yue Powertrain (SGM DYPT)		25%		25%
SAIC-GM-Wuling Automobile Co., Ltd. (SGMW)		44%		34%
FAW-GM Light Duty Commercial Vehicle, Ltd. (FAW-GM)		50%		50%
Pan Asia Technical Automotive Center Co., Ltd. (PATAC)		50%		50%
Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar)		40%		40%
Shanghai Chengxin Used Car Operation and Management Co., Ltd. (Shanghai Chengxin Used Car)		33%		33%

(a)	Ownership interest in SGM was 49% in the period February 1, 2010 through September 30, 2010 and 50% in the month of January 2010.

Sales and income of our China JVs are not consolidated in our financial statements; rather, our proportionate share of the earnings of each joint venture is reflected as Equity income, net of tax and gain on disposal of investments.

SGM is a joint venture established in 1997 by Shanghai Automotive Industry Corporation (SAIC) (51%) and us (49%). SGM has interests in three other joint ventures in China — SGM Norsom, SGM DY and SGM DYPT. These three joint ventures are jointly held by SGM (50%), SAIC (25%) and us (25%). These four joint ventures are engaged in the production, import, and sale of a comprehensive range of products under the brands of Buick, Chevrolet and Cadillac. SGM also has interests in Shanghai OnStar (20%) and Shanghai Chengxin Used Car (33%).

In February 2010 we sold a 1% ownership interest in SGM to SAIC-HK, reducing our ownership interest to 49%. The sale of the 1% ownership interest to SAIC was predicated on our ability to work with SAIC to obtain a $400 million line of credit from a commercial bank to us. We also received a call option to repurchase the 1% which is contingently exercisable based on events which we do not unilaterally control. As part of the loan arrangement SAIC provided a commitment whereby, in the event of default, SAIC will purchase the ownership interest in SGM that we pledged as collateral for the loan. We recorded an insignificant gain on this transaction.

In November 2010 we purchased an additional 10% interest in SGMW from the Liuzhou Wuling Motors Co., Ltd. and Liuzhou Mini Vehicles Factory, collectively the Wuling Group, for cash of $52 million plus an agreement to provide technical services to the Wuling Group for a period of three years. As a result of this transaction, we own 44%, SAIC owns 50.1% and certain Liuzhou investors own 5.9% of the outstanding stock of SGMW.

Transactions with Nonconsolidated Affiliates

Nonconsolidated affiliates are involved in various aspects of the development, production and marketing of cars, trucks and parts, and we purchase component parts and vehicles from certain nonconsolidated affiliates for resale to dealers. The following tables summarize the effects of transactions with nonconsolidated affiliates, which are not eliminated in consolidation (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Results of Operations
Automotive sales and revenue	$	757	$	672	$	2,444	$	2,093
Automotive purchases, net	$	31	$	782	$	861	$	2,411
Automotive selling, general and administrative expense	$	2	$	1	$	8	$	3
Automotive interest expense	$	5	$	—	$	15	$	—
Automotive interest income and other non-operating income, net	$	15	$	2	$	26	$	6


	September 30, 2011		December 31, 2010
Financial Position
Accounts and notes receivable, net	$	747	$	1,618
Accounts payable (principally trade)	$	290	$	641
Deferred revenue and customer deposits	$	72	$	9


	Nine Months Ended September 30,
	2011			2010
Cash Flows
Operating	$	2,761		$	547
Investing	$	(1	)	$	(24	)
Financing	$	—		$	—

- Definition

The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is.

+ References + Details

Goodwill

9 Months Ended

Sep. 30, 2011

Goodwill

Goodwill

Note 9. Goodwill

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


	GMNA		GME			GMIO			GMSA			Total Automotive			GM Financial			Total
Balance at January 1, 2011	$	26,394	$	3,053		$	901		$	165		$	30,513		$	1,265		$	31,778
Effect of adoption of ASU 2010-28		—		(1,466	)		—			—			(1,466	)		—			(1,466	)
Impairment charges		—		(395	)		—			—			(395	)		—			(395	)
Deconsolidation of entity (a)		—		(36	)		—			—			(36	)		—			(36	)
Goodwill acquired		1		—			—			—			1			14			15
Effect of foreign currency translation and other		—		38			(38	)		(12	)		(12	)		(1	)		(13	)

Balance at September 30, 2011	$	26,395	$	1,194		$	863		$	153		$	28,605		$	1,278		$	29,883

Accumulated impairment charges	$	—	$	(1,861	)	$	—		$	—		$	(1,861	)	$	—		$	(1,861	)

(a)	Refer to Note 8 for additional information concerning the deconsolidation of VMM.

We adopted the provisions of ASU 2010-28 on January 1, 2011. GME had a negative carrying amount and despite the fair value of GME's equity being greater than its carrying amount, we performed Step 2 of the goodwill impairment testing analysis. The adoption of ASU 2010-28 resulted in the recognition of a cumulative-effect adjustment to beginning Retained earnings of $1.5 billion for our GME reporting unit. GME continued to have a negative carrying amount and because it was more likely than not further goodwill impairment existed at March 31, 2011, an impairment charge of $395 million was recorded in Goodwill impairment charges in the three months ended March 31, 2011. Refer to Note 2 for additional information on ASU 2010-28.

The valuation methodologies utilized to perform our goodwill impairment testing for GME were consistent with those used in our application of fresh-start reporting on July 10, 2009, as discussed in Note 2 to our consolidated financial statements contained in our 2010 Form 10-K, and in our 2010 annual goodwill impairment testing at October 1, 2010. The fair value measures used in our analyses were Level 3 measures. Because the fair value of goodwill can be measured only as a residual amount and cannot be determined directly, we calculated GME's implied goodwill in the same manner that goodwill is recognized in a business combination pursuant to Accounting Standards Codification (ASC) 805 "Business Combinations."

In performing our Step 2 analyses, we utilized a discounted cash flow methodology to estimate the fair values of GME at January 1, 2011 and March 31, 2011. These fair value estimates utilized a weighted-average cost of capital of 17.0% and 16.5% at January 1, 2011 and March 31, 2011 that considered various factors including bond yields, risk premiums, and tax rates; a terminal value that was determined using a growth model that applied a long-term growth rate of 0.5% to our projected cash flows beyond 2015; and industry sales of 18.4 million vehicles and a market share for GME of 6.6% in 2011 increasing to industry sales of 22.0 million vehicles and a 7.4% market share in 2015. The fair value of property was determined based on its highest and best use utilizing a combination of the market or sales comparison approach, the cost approach and/or the income approach. The fair values of GME's brands were determined based on a relief from royalty method and the fair value of GME's dealer network was determined on a cost approach. Based on these fair value measures, we determined GME's implied goodwill represents only the fair-value-to-U.S. GAAP differences attributable to those assets and liabilities that gave rise to goodwill upon application of fresh-start reporting.

Our Step 2 analyses indicated GME's implied goodwill was less than its recorded goodwill; therefore, goodwill was adjusted at January 1, 2011 and March 31, 2011. The adjustments to goodwill represent the net decreases, from July 10, 2009 through January 1, 2011 and from January 1, 2011 through March 31, 2011, in the fair-value-to-U.S. GAAP differences attributable to those assets and liabilities that gave rise to goodwill upon our application of fresh-start reporting. The net decreases resulted primarily from: (1) a decrease in our nonperformance risk and an improvement in our incremental borrowing rates since July 10, 2009; (2) an increase in high quality corporate bond rates utilized to measure our employee benefit plan obligations since January 1, 2011; and (3) a decrease in credit spreads between high quality corporate bond rates and market interest rates for companies with similar nonperformance risk.

Future goodwill impairments could occur within GME should the fair-value-to-U.S. GAAP differences decrease, GME continues to have a negative carrying amount, and the fair value of the GME reporting unit does not increase sufficiently to offset such decreases or such increase in fair value results in a corresponding increase in the fair value of other identifiable assets without giving rise to additional implied goodwill. The difference between these fair-value-to-U.S. GAAP differences could decrease upon an improvement in our credit rating and would decrease upon a decrease in credit spreads between high quality corporate bond rates and market interest rates, thus resulting in a decrease in the spread between our employee benefit related obligations under U.S. GAAP and their fair values. The fair-value-to-U.S. GAAP differences that gave rise to goodwill upon our application of fresh-start reporting within GME also included deferred tax asset valuation allowances. Similarly, a decrease would also occur upon reversal of our deferred tax asset valuation allowances within GME. Should the fair-value-to-U.S. GAAP differences decrease for these reasons, without an increase in the fair value of the GME reporting unit sufficient to offset such decreases, the implied goodwill balance will decline and future goodwill impairments would occur and may be material. Any declines would have a negative effect on our earnings and would be included in Goodwill impairment charges. Future goodwill impairments could also occur within our other reporting units, including GMNA, should we first fail Step 1 of the goodwill impairment testing analysis and the fair-value-to-U.S. GAAP differences noted above also decrease.

We believe future goodwill impairment charges could occur related to GME because GME has a negative carrying amount and it is possible: (1) a decrease in the credit spreads between high quality corporate bond rates and market interest rates for companies with similar nonperformance risk could occur and/or; (2) a decrease in our nonperformance risk or improvement in our credit rating could occur. Though our credit rating improved during the three months ended September 30, 2011, the fair-value-to-U.S. GAAP differences noted above did not decrease because credit spreads between high quality corporate bonds and market interest rates widened. As such, it was not more likely than not that further goodwill impairment existed at September 30, 2011. Therefore, no impairment charge was recorded during the three months ended September 30, 2011.

During the three months ended September 30, 2011 our market capitalization (including the fair value of our preferred stock and warrants) declined and at times it approximated our recorded Total equity. Despite the decline, we do not believe it is more likely than not that the fair values of our reporting units have decreased below their book values. Should the recent economic uncertainty continue, our equity price decline on a sustained basis, global economies enter into another recession and industry growth stagnates, or should we release deferred tax asset valuation allowances in certain international tax jurisdictions which could occur in the near future if additional positive evidence becomes available, the fair value of one or more of our reporting units may decrease below its book value, and future goodwill impairments that may be material could be recognized.

Intangible Assets, Net

9 Months Ended

Sep. 30, 2011

Intangible Assets, Net

Intangible Assets, Net

Note 10. Intangible Assets, net

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


	September 30, 2011						December 31, 2010
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Technology and intellectual property	$	7,742	$	4,756	$	2,986	$	7,751	$	3,650	$	4,101
Brands		5,451		336		5,115		5,439		222		5,217
Dealer network and customer relationships		2,165		291		1,874		2,172		199		1,973
Favorable contracts		524		180		344		526		120		406
Other		17		13		4		19		9		10

Total amortizing intangible assets		15,899		5,576		10,323		15,907		4,200		11,707
Nonamortizing in-process research and development		175		—		175		175		—		175

Total intangible assets	$	16,074	$	5,576	$	10,498	$	16,082	$	4,200	$	11,882

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Amortization expense related to intangible assets, net	$	429	$	604	$	1,391	$	2,007

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


	Estimated Amortization Expense
2012	$	1,561
2013	$	1,228
2014	$	611
2015	$	313
2016	$	314

Variable Interest Entities

9 Months Ended

Sep. 30, 2011

Variable Interest Entities

Variable Interest Entities

Note 11. Variable Interest Entities

Consolidated VIEs

Automotive

VIEs that we do not control through a majority voting interest that are consolidated because we are the primary beneficiary primarily include certain vehicles sales and marketing joint ventures, the most significant of which is GM Egypt, and certain other automotive or financial support entities.

Liabilities recognized as a result of consolidating VIEs generally do not represent claims to us and assets recognized generally are for the benefit of the VIE operations and cannot be used to satisfy our obligations. GM Korea, a non-wholly owned consolidated subsidiary that we control through a majority voting interest, is also a VIE because in the future it may require additional subordinated financial support. The creditors of GM Korea's short-term debt of $130 million and $70 million, current derivative liabilities of $63 million and $111 million and long-term debt of $8 million and $835 million at September 30, 2011 and December 31, 2010 do not have recourse to our general credit. In February 2011 we provided a guarantee to Korea Development Bank (a minority shareholder in GM Korea), as trustee for the holders of GM Korea's preferred shares, to redeem GM Korea's preferred shares should GM Korea not redeem the shares. This guarantee decreased the amount of long-term debt which did not have recourse to our general credit in the nine months ended September 30, 2011.

The following table summarizes the carrying amount of consolidated VIEs that we do not control through a majority voting interest (dollars in millions):


	September 30, 2011		December 31, 2010
Assets
Cash and cash equivalents	$	94	$	145
Accounts and notes receivable, net		101		121
Inventories		86		108
Other current assets		14		14
Property, net		38		44
Other assets		50		49

Total assets	$	383	$	481

Liabilities
Accounts payable (principally trade)	$	128	$	226
Short-term debt and current portion of long-term debt		11		5
Accrued liabilities		31		34
Other liabilities		46		42

Total liabilities	$	216	$	307

The following table summarizes the amounts recorded in earnings related to consolidated VIEs that we do not control through a majority voting interest (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Total net sales and revenue	$	171	$	190	$	508	$	560
Automotive cost of sales		145		165		432		452
Automotive selling, general and administrative expense		10		9		24		26
Other automotive expenses, net		2		—		6		2
Automotive interest expense		1		1		4		5
Interest income and other non-operating income, net		2		1		6		4
Income tax expense		5		2		9		10
Equity income, net of tax and gain on disposal of investments		2		—		2		—

Net income	$	12	$	14	$	41	$	69

Automotive Financing — GM Financial

GM Financial finances its loan and lease origination volume through the use of credit facilities and, in the case of loan origination, through securitization trusts that issue asset-backed securities to investors. GM Financial retains an interest in these credit facilities and securitization trusts which are structured without recourse.

GM Financial's continuing involvement with the credit facilities and securitization trusts includes servicing loans and leases held by the SPEs and holding a residual interest in the SPE. The SPEs are considered VIEs because they do not have sufficient equity at risk, and are consolidated because GM Financial is the primary beneficiary and has the power over those activities that most significantly affect the economic performance of the SPEs, and has an obligation to absorb losses or the right to receive benefits from the SPEs which are potentially significant.

GM Financial is not required to provide any additional financial support to its sponsored credit facilities and securitization SPEs. The finance receivables, leased assets and other assets held by these subsidiaries are not available to our creditors or creditors of our other subsidiaries.

Refer to Notes 5, 6 and 13 for additional information on GM Financial's involvement with the SPEs and disclosures related to the amounts held by the consolidated SPEs as of the balance sheet dates.

Nonconsolidated VIEs

Automotive

VIEs that are not consolidated because we are not the primary beneficiary primarily include certain vehicle sales and marketing joint ventures and other automotive or financial support entities, including American Axle and Manufacturing Holdings, Inc. (American Axle), Ally Financial, Saab and HKJV.

Variable interests in nonconsolidated VIEs include guarantees and financial support provided to certain current or previously divested suppliers in order to ensure that supply needs for production are not disrupted due to a supplier's liquidity concerns or possible shutdowns. The maximum exposure to loss related to these VIEs is not expected to be in excess of the amount of net accounts and notes receivable recorded with the suppliers and any related guarantees and loan commitments. Investments in joint ventures that manufacture, market and sell vehicles in certain markets are typically self-funded and financed with no contractual terms that require us to provide future financial support. The maximum exposure to loss is not expected to be in excess of the carrying amount of the investments recorded in Equity in net assets of nonconsolidated affiliates and in any related capital funding requirements.

The following table summarizes the amounts recorded for nonconsolidated VIEs and the related off-balance sheet guarantees and maximum exposure to loss, excluding Ally Financial that is disclosed in Note 24 (dollars in millions):


	September 30, 2011				December 31, 2010
	Carrying Amount		Maximum Exposure to Loss		Carrying Amount		Maximum Exposure to Loss
Assets
Accounts and notes receivable, net	$	2	$	2	$	108	$	108
Equity in net assets of nonconsolidated affiliates		211		207		274		274
Other assets		1		1		60		59

Total assets	$	214	$	210	$	442	$	441

Liabilities
Accounts payable (principally trade)	$	—	$	—	$	1	$	—
Other liabilities		198		—		44		—

Total liabilities	$	198	$	—	$	45	$	—

Off-Balance Sheet
Loan commitments (a)			$	15			$	100
Other guarantees				—				3
Other liquidity arrangements (b)				224				223

Total guarantees and liquidity arrangements			$	239			$	326

(a)	Amounts at December 31, 2010 included undrawn loan commitments related to American Axle. In June 2011 the term loan facility was terminated.

(b)	Amounts at September 30, 2011 and December 31, 2010 represented additional contingent future capital funding requirement related to HKJV.

Stated contractual voting or similar rights for certain of our joint venture arrangements provide various parties with shared power over the activities that most significantly affect the economic performance of certain nonconsolidated VIEs. Such nonconsolidated VIEs are operating joint ventures located in developing international markets.

American Axle

We concluded that American Axle was a VIE for which we were not the primary beneficiary and we currently lack the power through voting or similar rights to direct those activities of American Axle that most significantly affect its economic performance. Prior to June 2011 our primary variable interest, among others, in American Axle was a second lien term loan facility in which American Axle could borrow up to $100 million. In June 2011 the term loan facility was terminated thereby eliminating our explicit variable interest in American Axle.

Ally Financial

We own 9.9% of Ally Financial's common stock. Ally Financial is a VIE as it does not have sufficient equity at risk; however, we are not the primary beneficiary and we currently lack the power through voting or similar rights to direct those activities of Ally Financial that most significantly affect its economic performance. Refer to Notes 19 and 24 for additional information on Ally Financial, including our investment, sale of our Ally Financial preferred stock in March 2011 and our maximum exposure under agreements with Ally Financial.

Saab

Our primary variable interest in Saab is the preference shares that we received in connection with the sale, which have a face value of $326 million and were recorded at an estimated fair value that was insignificant. We concluded that Saab is a VIE as it does not have sufficient equity at risk. We also determined that we are not the primary beneficiary because we lack the power to direct those activities that most significantly affect its economic performance. We continue to be obligated to fund certain Saab related liabilities, primarily warranty obligations related to vehicles sold prior to the disposition of Saab. Refer to Note 3 for additional information on the sale of Saab.

HKJV

We determined that HKJV is a VIE because it will require additional subordinated financial support, and we determined that we are not the primary beneficiary because we share the power with SAIC-HK to direct those activities that most significantly affect HKJV's economic performance. Refer to Note 8 for additional information on our investment in HKJV.

- Definition

Disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Depreciation And Amortization

9 Months Ended

Sep. 30, 2011

Depreciation And Amortization

Depreciation And Amortization

Note 12. Depreciation and Amortization

Automotive

The following table summarizes depreciation and amortization, including asset impairment charges, included in Automotive cost of sales, Automotive selling, general and administrative expense and Other automotive expenses, net (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Depreciation and impairment of plants and equipment	$	375	$	480	$	1,378	$	1,490
Amortization and impairment of special tools		473		554		1,388		1,341
Depreciation and impairment of equipment on operating leases		170		100		467		353
Amortization of intangible assets		429		604		1,391		2,007

Total depreciation, amortization and asset impairment charges	$	1,447	$	1,738	$	4,624	$	5,191

Debt

9 Months Ended

Sep. 30, 2011

Debt

Debt

Note 13. Debt

Automotive Financing — GM Financial

Senior Notes

In June 2011 GM Financial issued 6.75% senior notes of $500 million which are due in June 2018 with interest payable semiannually. On July 1, 2011 proceeds of $71 million from this offering were used to redeem all of GM Financial's outstanding 8.50% senior notes due in 2015. The remaining proceeds will be used for general corporate purposes.

In connection with the issuance of the 6.75% senior notes, GM Financial entered into a registration rights agreement that requires GM Financial to file a registration statement relating to the registration with the SEC of an exchange offer with respect to the 6.75% senior notes and the subsidiary guaranty. GM Financial filed the registration statement on September 12, 2011. If the registration statement has not been declared effective by the SEC within 210 days from the original issuance of the notes or ceases to remain effective, GM Financial will be required to pay the 6.75% senior note holders a maximum of $0.50 per week of additional interest per $1,000 of principal during the time the registration statement is not effective.

Credit Facilities

The following table summarizes amounts outstanding under GM Financial credit facilities (dollars in millions):


	September 30, 2011		December 31, 2010
Syndicated warehouse facility	$	117	$	278
Canada lease warehouse facility		73		—
Medium-term note facility		337		490
Bank funding facility		26		64

Total credit facilities	$	553	$	832

The following table summarizes further details regarding terms and availability of GM Financial credit facilities at September 30, 2011 (dollars in millions):


	Facility Amount		Advances Outstanding		Assets Pledged		Restricted Cash Pledged (a)
Syndicated warehouse facility (b)	$	2,000	$	117	$	146	$	3
U.S. lease warehouse facility (c)	$	600		—		—		—
Canada lease warehouse facility (d)	$	576		73		101		—
Medium-term note facility (e)				337		368		84
Bank funding facility (f)				26		—		—

			$	553	$	615	$	87

(a)	These amounts do not include cash collected on finance receivables pledged of $38 million which is included in GM Financial Restricted cash at September 30, 2011.

(b)	In February 2011 GM Financial extended the maturity date of the syndicated warehouse facility to May 2012 and increased the borrowing capacity to $2.0 billion from $1.3 billion.

(c)	In January 2011 GM Financial entered into a lease warehouse facility for lease originations in the U.S. that matures in January 2012. Borrowings on the facility are collateralized by leased assets.

(d)

In July 2011 GM Financial Canada Leasing Ltd., a subsidiary of GM Financial entered into a lease warehouse facility for lease originations in Canada that matures in July 2012. Borrowings on the facility are collateralized by leased assets. The facility amount represents CAD $600 million at September 30, 2011.

(e)	The revolving period under this facility has ended and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount outstanding will be due and payable.

(f)	The outstanding debt balance under the bank funding facility is secured by asset-backed securities of $27 million.

Securitization Notes Payable

Securitization notes payable represents debt issued by GM Financial in securitization transactions. Debt issuance costs are amortized over the expected term of the securitizations on an effective yield basis.

The following table summarizes Securitization notes payable at September 30, 2011 (dollars in millions):


Year of Transactions	Maturity Dates (a)	Original Note Amounts		Original Weighted- Average Interest Rates		Total Receivables Pledged		Note Balance
2006	January 2014	$	1,200		5.4%	$	93	$	85
2007	October 2013 – March 2016	$	1,000 - 1,500		5.2% - 5.5%		1,026		967
2008 (b)	October 2014 – April 2015	$	500 - 750		6.0% - 10.5%		590		229
2009	January 2016 – July 2017	$	227 - 725		2.7% - 7.5%		480		341
2010	June 2016 – January 2018	$	200 - 850		2.2% - 3.8%		2,243		1,948
2011	February 2017 – January 2019	$	800 - 1,000		2.4% - 2.6%		3,436		3,231
BV2005 (c)	June 2014	$	220		5.1%		6		7
LB2007 (c)	January 2014	$	486		5.0%		45		42

						$	7,919		6,850

Purchase accounting premium									52

Total securitization notes payable								$	6,902

(a)	Maturity dates represent final legal maturity of securitization notes payable. Securitization notes payable are expected to be paid based on amortization of the finance receivables pledged to the trusts.

(b)	Note balance does not include asset-backed securities of $27 million pledged to the bank funding facility.

(c)	Transactions relate to certain SPEs acquired by GM Financial.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Product Warranty Liability

9 Months Ended

Sep. 30, 2011

Product Warranty Liability

Product Warranty Liability

Note 14. Product Warranty Liability

The following table summarizes activity for policy, product warranty, recall campaigns and certified used vehicle warranty liabilities (dollars in millions):


	Nine Months Ended September 30,
	2011			2010
Balance at beginning of period	$	6,789		$	7,030
Warranties issued and assumed in period		2,290			2,312
Payments		(2,862	)		(2,680	)
Adjustments to pre-existing warranties		468			100
Effect of foreign currency translation		(52	)		(6	)

Balance at end of period	$	6,633		$	6,756

Pensions And Other Postretirement Benefits

9 Months Ended

Sep. 30, 2011

Pensions And Other Postretirement Benefits

Pensions And Other Postretirement Benefits

Note 15. Pensions and Other Postretirement Benefits

Contributions

In January 2011 we completed the previously announced voluntary contribution of 61 million shares of our common stock to our U.S. hourly and salaried pension plans. At the time of contribution, the fair value was $2.2 billion for funding purposes. This was a voluntary contribution that is above our minimum funding requirements of the pension plans. The contributed shares qualified as a plan asset for funding purposes at the time of contribution and as a plan asset valued at $1.9 billion for accounting purposes in July 2011. We are evaluating whether we will make additional voluntary contributions to our U.S. pension plans.

The following tables summarize the components of pension and other postretirement benefits (OPEB) expense (income) (dollars in millions):


	U.S. Plans Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of income
Service cost	$	158		$	128		$	473		$	387
Interest cost		1,229			1,338			3,686			4,014
Expected return on plan assets		(1,673	)		(1,639	)		(5,019	)		(4,914	)
Amortization of prior service credit		(1	)		—			(1	)		(1	)
Curtailments, settlements and other		—			—			(23	)		—

Net periodic pension income	$	(287	)	$	(173	)	$	(884	)	$	(514	)


	Non-U.S. Plans Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of expense
Service cost	$	129		$	98		$	321		$	287
Interest cost		308			287			922			883
Expected return on plan assets		(233	)		(242	)		(700	)		(733	)
Amortization of prior service credit		(1	)		—			(2	)		(1	)
Recognized net actuarial loss		—			7			1			12
Curtailments, settlements and other		3			(9	)		(13	)		30

Net periodic pension expense	$	206		$	141		$	529		$	478


	U.S. Plans OPEB
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Components of expense
Service cost	$	5		$	8	$	18		$	18
Interest cost		66			72		201			216
Amortization of prior service credit		(10	)		—		(10	)		—
Recognized net actuarial loss		2			—		4			—

Net periodic OPEB expense	$	63		$	80	$	213		$	234


	Non-U.S. Plans OPEB
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of expense
Service cost	$	8		$	6		$	25		$	22
Interest cost		54			51			159			149
Amortization of prior service credit		(2	)		(2	)		(7	)		(6	)
Curtailments, settlements and other		—			—			—			3

Net periodic OPEB expense	$	60		$	55		$	177		$	168

Significant Plan Amendments, Benefit Modifications and Related Events

The Labor Agreement includes a provision that the Personal Retirement Plan, which is a cash balance pension plan for entry level employees, will be frozen on January 2, 2012 and terminated on June 30, 2012, subject to required regulatory approvals. Participants in the Personal Retirement Plan and all employees hired on or after October 1, 2007 will participate in a defined contribution plan.

Remeasurements

In the three months ended September 30, 2011 the Legal Services Plan, which provides legal services to U.S. hourly employees and retirees, was remeasured as a result of the Labor Agreement provisions which terminate the plan effective December 31, 2013. The negotiated termination has been accounted for as a negative plan amendment resulting in a decrease in the OPEB liability and a pre-tax increase of $266 million in the prior service credit component of Accumulated other comprehensive income, which will be amortized through December 31, 2013.

In the three months ended March 31, 2011 certain pension plans in GME were remeasured as part of our goodwill impairment analysis, resulting in a decrease of $272 million in the Pensions liability and a pre-tax increase in the net actuarial gain component of Accumulated other comprehensive income. Refer to Notes 2 and 9 for additional information on our impairment of Goodwill.

In the three months ended September 30, 2010 the U.S. hourly defined benefit pension plan was amended to create a legally separate new defined benefit pension plan for entry level participants who are covered by the cash balance benefit formula, referred to as the Personal Retirement Plan. The underlying benefits offered to plan participants were unchanged. The remeasurement used a discount rate of 4.6% and increased the projected benefit obligations (PBO) by $5.8 billion. A discount rate of 5.5% was used at December 31, 2009. Additionally, higher than expected asset returns partially offset the discount rate effects and the remeasurement resulted in an increase of $2.4 billion in the Pensions liability and a pre-tax decrease in the net actuarial gain component of Accumulated other comprehensive income. The remeasurement of the plan did not affect net periodic pension expense for the three and nine months ended September 30, 2010.

In the three months ended June 30, 2010 certain pension plans in GME were remeasured as part of our goodwill impairment analysis, resulting in an increase of $388 million in the Pensions liability and a pre-tax increase in the net actuarial loss component of Accumulated other comprehensive income.

Canadian Health Care Trust

As previously reported, in December 2009 and May 2010 in furtherance of implementing its restructuring plan and pursuant to a June 2009 agreement between General Motors of Canada Limited (GMCL) and the Canadian Auto Workers Union (CAW) to establish an independent Canadian Health Care Trust (HCT) to provide retiree healthcare benefits to certain active and retired employees, litigation commenced regarding GMCL's right to unilaterally amend and terminate postretirement healthcare benefits. The parties reached a settlement to consensually resolve the litigation, which was approved on September 13, 2011 by the Ontario Superior Court and was approved on September 19, 2011 by the Quebec Superior Court. At September 30, 2011 the settlement was not implemented because certain conditions precedent to the settlement had not been met, including the expiration of the time period allowed for individual CAW retirees and surviving spouses to decide to opt out of participation in the class action process. GMCL is obligated to make a payment to the HCT of CAD $1.0 billion within 10 days of the HCT implementation date, October 31, 2011, which it will fund out of its CAD $1.0 billion escrow funds, adjusted for the net difference between the amount of retiree monthly contributions received during the period January 1, 2010 through the HCT implementation date less the cost of benefits paid for claims incurred by covered employees during this period and certain related costs. GMCL also provided to the HCT a CAD $800 million note payable with interest accruing at an annual rate of 7.0% starting January 1, 2010 with five equal annual installments of CAD $256 million due December 31, 2014 through 2018. In addition, GMCL will make two additional payments of CAD $130 million each on December 31, 2014 and 2015. Concurrent with the implementation of the HCT, GMCL is legally released from all obligations associated with the cost of providing retiree healthcare benefits to CAW retirees and surviving spouses bound by the class action process and to CAW active employees as of June 8, 2009. As a result of conditions precedent to the settlement not having yet been achieved as of September 30, 2011, there was no accounting recognition for the HCT at September 30, 2011.

In October 2011 the time period allowed for individual CAW retirees and surviving spouses to decide to opt out of participation in the class action process elapsed. The conditions precedent to the settlement have been achieved and the HCT implementation date occurred on October 31, 2011, with the transfer of escrow funds to occur in November. We will account, in the three months ending December 31, 2011 for the related termination of CAW hourly retiree healthcare benefits as a settlement, and record a gain of approximately $800 million, based upon the difference between the fair value of the notes of approximately $1.1 billion and cash contributed and the healthcare plan obligation (as at the implementation date) relating to individuals who in the future will have their health care benefits provided by the HCT.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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+ Details

Derivative Financial Instruments And Risk Management

9 Months Ended

Sep. 30, 2011

Derivative Financial Instruments And Risk Management

Derivative Financial Instruments And Risk Management

Note 16. Derivative Financial Instruments and Risk Management

Automotive

At September 30, 2011 and December 31, 2010 no outstanding derivative contracts were designated in hedging relationships other than those derivative contracts designated in a hedging relationship by GM Financial. Refer to Note 19 for additional information on the fair value measurements of our derivative instruments.

Derivatives and Hedge Accounting

In accordance with our risk management policy, we enter into a variety of foreign currency exchange rate and commodity derivative contracts in connection with the management of exposure to fluctuations in foreign currency exchange rates and certain commodity prices. Our derivative instruments consist primarily of forward contracts and options.

Counterparty Credit Risk

Derivative financial instruments contain an element of credit risk attributable to the counterparties' ability to meet the terms of the agreements. Certain of our agreements with counterparties require, under certain circumstances, that the counterparty post collateral with us for net asset positions. Agreements are entered into with counterparties that allow the set-off of certain exposures in order to manage the risk.

The following table summarizes our counterparty credit risk related to derivative positions (dollars in millions):


	September 30, 2011		December 31, 2010
Collateral held from counterparties (a)	$	12	$	74
Gross derivative asset position exposed to loss (b)(c)	$	45	$	143
Net derivative asset position exposed to loss (b)(d)	$	14	$	108

(a)	Related obligation is recorded in Accrued liabilities.

(b)	Embedded derivatives have been excluded from this table.

(c)	Represents the maximum exposure to loss on derivative asset positions calculated as the gross derivative asset position less collateral we held.

(d)	Net exposure to loss calculated as net derivative asset position for all counterparties with which we were in a net asset position, less the collateral we held.

At September 30, 2011 substantially all derivative counterparty exposures were with counterparties that were rated A- or higher.

Credit Risk Related Contingent Features

Certain of our agreements with counterparties require that we provide cash collateral for net liability positions that we may have with such counterparty. At September 30, 2011 no collateral was posted related to derivative instruments, and we did not have any agreements with counterparties to derivative instruments containing covenants requiring the maintenance of certain credit rating levels or credit risk ratios that would require the posting of collateral in the event that such covenants are violated.

Fair Value of Derivatives

The following table summarizes the fair value of our derivative instruments (dollars in millions):


	September 30, 2011				December 31, 2010
	Asset Derivatives (a)(b)		Liability Derivatives (c)(d)		Asset Derivatives (a)(b)		Liability Derivatives (c)(d)
Current Portion
Foreign currency exchange	$	46	$	63	$	80	$	113
Commodity		7		—		93		2
Embedded		26		2		—		—

Total current portion	$	79	$	65	$	173	$	115

Non-Current Portion
Commodity	$	—	$	—	$	—	$	7
Embedded		115		5		—		—
Warrants		—		—		44		—

Total non-current portion	$	115	$	5	$	44	$	7

(a)	Current portion recorded in Other current assets and deferred income taxes.

(b)	Non-current portion recorded in Other assets.

(c)	Current portion recorded in Accrued liabilities.

(d)	Non-current portion recorded in Other liabilities and deferred income taxes.

Gains and (Losses) on Derivatives

The following table summarizes gains and (losses) on derivatives recorded in Interest income and other non-operating income, net (dollars in millions):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Derivative Instruments
Foreign currency exchange	$	(77	)	$	35	$	(52	)	$	65
Commodity		(28	)		14		(73	)		(39	)
Embedded		(3	)		—		143			—
Warrants		—			4		4			4

Total gains (losses) recorded in interest income and other non-operating income, net	$	(108	)	$	53	$	22		$	30

Commodity Notionals

The following table summarizes the notional amounts of our commodity derivative contracts (units in thousands):


	Units	September 30, 2011		December 31, 2010
Commodity
Aluminum and aluminum alloy	Metric tons		538		448
Copper	Metric tons		55		44
Lead	Metric tons		79		69
Heating oil	Gallons		139,566		125,160
Palladium	Troy ounce		581		444
Platinum	Troy ounce		99		91
Electricity (embedded derivative)	MWh		1,107		1,304

Foreign Currency Exchange Notionals

The following table summarizes the notional amounts of our foreign currency exchange derivatives (dollars in millions):


	September 30, 2011		December 31, 2010
Foreign currency exchange	$	5,980	$	5,910
Embedded foreign currency exchange	$	1,455	$	1,421

In 2010 we entered into a long-term supply agreement which provides for pricing to be partially denominated in a currency other than the functional currency of the parties to the contract. This pricing feature was determined to be an embedded derivative which we have bifurcated for valuation and accounting purposes. The fair value of this embedded derivative was an asset of $138 million at September 30, 2011 and insignificant at December 31, 2010.

Other Derivatives

In February 2011 we exercised our warrants to purchase American Axle common stock. The shares acquired upon exercise were sold in February 2011 and we received proceeds of $48 million. At December 31, 2010 the fair value of these warrants was $44 million.

In connection with our investment in New Delphi, which we accounted for using the equity method, we recorded our share of New Delphi's other comprehensive income (loss) in Accumulated other comprehensive income. In the three months ended March 31, 2011 we recorded cash flow hedging gains of $13 million and in the three and nine months ended September 30, 2010 we recorded cash flow hedging losses of $5 million and $20 million related to our share of New Delphi's hedging losses. In March 2011 we sold our interests in New Delphi. As a result, previously recorded cash flow hedging losses of $10 million in Accumulated other comprehensive income were reclassified to earnings and recorded in the gain on sale of New Delphi. Refer to Note 8 for additional information on the sale of our interests in New Delphi.

Automotive Financing — GM Financial

GM Financial is exposed to market risks arising from adverse changes in interest rates due to floating interest rate exposure on its credit facilities and on certain securitization notes payable.

The effect of derivative instruments on earnings and Accumulated other comprehensive income was insignificant for the three and nine months ended September 30, 2011.

The following table summarizes interest rate swaps, caps and foreign currency exchange derivatives (dollars in millions):


	September 30, 2011				December 31, 2010
	Notional		Fair Value		Notional		Fair Value
Assets (a)
Interest rate swaps	$	628	$	9	$	1,227	$	23
Interest rate caps		1,613		6		946		8

Total assets	$	2,241	$	15	$	2,173	$	31

Liabilities (b)
Interest rate swaps	$	628	$	16	$	1,227	$	47
Interest rate caps		1,567		7		832		8
Foreign currency exchange derivatives (c)		—		—		49		2

Total liabilities	$	2,195	$	23	$	2,108	$	57

(a)	Recorded in GM Financial Other assets.

(b)	Recorded in GM Financial Other liabilities.

(c)	Notional has been translated from Canadian Dollars to U.S. Dollars at the December 31, 2010 rates.

Credit Risk Related Contingent Features

Under the terms of the above derivative financial instruments, GM Financial is required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. At September 30, 2011 and December 31, 2010 these restricted cash accounts totaled $36 million and $33 million and are included in GM Financial Restricted cash.

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Number 133
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+ Details

Commitments And Contingencies

9 Months Ended

Sep. 30, 2011

Commitments And Contingencies

Commitments And Contingencies

Note 17. Commitments and Contingencies

The following tables summarize information related to Commitments and contingencies (dollars in millions):


	September 30, 2011				December 31, 2010
	Liability Recorded		Maximum Liability (a)		Liability Recorded		Maximum Liability (a)
Guarantees (b)
Operating leases	$	—	$	28	$	7	$	59
Ally Financial commercial loans	$	—	$	17	$	—	$	17
Supplier commitments, third party commercial loans and other obligations	$	7	$	201	$	—	$	119
Other product-related claims	$	57	$	872	$	50	$	841

(a)	Calculated as future undiscounted payments.

(b)	Excludes residual support and risk sharing programs and vehicle repurchase obligations related to Ally Financial.


	September 30, 2011		December 31, 2010
	Liability Recorded		Liability Recorded
Environmental liability (a)	$	183	$	195
Product liability	$	466	$	365
Other litigation-related liabilities and tax administrative matters (b)	$	1,301	$	1,471

(a)	Includes $41 million and $45 million recorded in Accrued liabilities at September 30, 2011 and December 31, 2010, and the remainder was recorded in Other liabilities and deferred income taxes.

(b)	Consists primarily of tax related litigation and administrative matters not recorded pursuant to ASC 740, "Income Taxes" (ASC 740) as well as various non-U.S. labor related matters.

Guarantees

We have provided guarantees related to the residual value of certain operating leases. These guarantees terminate in years ranging from 2016 to 2035. Certain leases contain renewal options.

We provide payment guarantees on commercial loans made by Ally Financial and outstanding with certain third parties, such as dealers or rental car companies. These guarantees either expire in 2029 or are ongoing. We determined the fair value ascribed to the guarantees at inception and subsequent to inception to be insignificant based on the credit worthiness of the third parties. Refer to Note 24 for additional information on guarantees that we provide to Ally Financial.

We have agreements with third parties that guarantee the fulfillment of certain suppliers' commitments, third party commercial loans and other obligations. These guarantees expire in years ranging from 2011 to 2018 or upon the occurrence of specific events.

In some instances, certain assets of the party whose debt or performance we have guaranteed may offset, to some degree, the cost of the guarantee. The offset of certain of our payables to guaranteed parties may also offset certain guarantees, if triggered. At September 30, 2011 any proceeds we would receive from collateral were insignificant.

In connection with certain divestitures of assets or operating businesses, we have entered into agreements indemnifying certain buyers and other parties with respect to environmental conditions pertaining to real property we owned. 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. Immaterial 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.

In addition to the guarantees and indemnifying agreements mentioned previously, we periodically enter into agreements that incorporate indemnification provisions in the normal course of business. Due to the nature of these agreements, the maximum potential amount of future undiscounted payments to which we may be exposed cannot be estimated. No amounts have been recorded for such indemnities as our obligations under them are not probable or estimable at this time, and the fair value of the guarantees at issuance was insignificant.

In addition to the guarantees and indemnifying agreements previously discussed, we indemnify dealers for certain product liability related claims as subsequently discussed.

With respect to other product-related claims involving products manufactured by certain joint ventures, we believe that costs incurred are adequately covered by recorded accruals. These guarantees terminate in years ranging from 2020 to 2026.

Environmental Liability

Automotive operations, like operations of other companies engaged in similar businesses, are subject to a wide range of environmental protection laws, including laws regulating air emissions, water discharges, waste management and environmental remediation. We are in various stages of investigation or remediation for sites where contamination has been alleged. We are involved in a number of actions to remediate hazardous wastes as required by federal and state laws. Such statutes require that responsible parties fund remediation actions regardless of fault, legality of original disposal or ownership of a disposal site.

The future effect of environmental matters, including potential liabilities, is often difficult to estimate. An environmental reserve is recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. This practice is followed whether the claims are asserted or unasserted. Liabilities have been recorded for the expected costs to be paid over the periods of remediation for the applicable sites, which typically range from 5 to 30 years.

For many sites, the remediation costs and other damages for which we ultimately may be responsible may vary because of uncertainties with respect to factors such as the connection to the site or to materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions and the nature and scope of investigations, studies and remediation to be undertaken (including the technologies to be required and the extent, duration and success of remediation).

The final outcome of environmental matters cannot be predicted with certainty at this time. Accordingly, it is possible that the resolution of one or more environmental matters could exceed the amounts accrued in an amount that could be material to our financial condition, results of operations and cash flows. At September 30, 2011 we estimate the remediation losses could range from $150 million to $360 million.

Product Liability

With respect to product liability claims involving our and Old GM's products, it is believed that any judgment against us for actual damages will be adequately covered by our recorded accruals and, where applicable, excess insurance coverage. Although punitive damages are claimed in some of these lawsuits, and such claims are inherently unpredictable, accruals incorporate historic experience with these types of claims. Liabilities have been recorded in Accrued liabilities for the expected cost of all known product liability claims plus an estimate of the expected cost for all product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured.

In accordance with our assumption from MLC of dealer sales and service agreements, we indemnify dealers for certain product liability related claims. Our experience related to dealer indemnification obligations where we are not a party arising from incidents prior to July 10, 2009 is limited. We monitor actual claims experience for consistency with this estimate and make periodic adjustments as appropriate. Based on both management judgments concerning the projected number and value of both dealer indemnification obligations and product liability claims against us, we have applied appropriate actuarial methodologies and estimated the associated liability. We expect our product liability reserve to rise in future periods as new claims arise from incidents subsequent to July 9, 2009.

Other Litigation-Related Liability and Tax Administrative Matters

Various legal actions, governmental investigations, claims and proceedings are pending against us including matters arising out of alleged product defects, including asbestos-related claims; employment-related matters; governmental regulations relating to safety, emissions, and fuel economy; product warranties; financial services; dealer, supplier and other contractual relationships; tax-related matters not recorded pursuant to ASC 740 and environmental matters.

With regard to the litigation matters discussed in the previous paragraph, reserves have been established for matters in which it is believed that losses are probable and can be reasonably estimated, the majority of which are associated with tax-related matters not recorded pursuant to ASC 740 as well as various non-U.S. labor-related matters. Tax related matters not recorded pursuant to ASC 740 (indirect tax-related matters) are items 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; such escrow deposits may range from $530 million to $700 million. 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 30, 2011. We believe that appropriate accruals have been established for such matters based on information currently available. Reserves for litigation losses are recorded in Accrued liabilities and Other liabilities and deferred income taxes. These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. Litigation is inherently unpredictable, however, and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such proceedings could exceed the amounts accrued in an amount that could be material to our financial condition, results of operations and cash flows in any particular reporting period.

Commencing on or about September 29, 2010, current and former hourly employees of GM Korea, our majority-owned affiliate in the Republic of Korea, filed six separate group actions in the Incheon District Court in Incheon, Korea. The cases allege that GM Korea failed to include certain allowances in its calculation of Ordinary Wages due under the Presidential Decree of the Korean Labor Standards Act. Similar cases have been brought against other large employers in the Republic of Korea. GM Korea's accrual balance at September 30, 2011 was 135 billion Korean Won (equivalent to $114 million) in connection with these cases. The current estimate of the value of plaintiffs' claim, if allowed in full, exceeds the accrual by 533 billion Korean Won (equivalent to $452 million). GM Korea believes the claims are without merit but, given the inherent uncertainties of the litigation process and further uncertainties arising because this litigation is at its earliest stages, this amount represents the high end of the range of reasonably possible liability exposure. Both the scope of claims asserted and GM Korea's assessment of any or all of individual claim elements may change. This accrual is included in the reserves for non-U.S. labor-related matters.

On February 12, 2010 a claim was filed in the Ontario Superior Court of Justice against GMCL on behalf of a purported class of over 200 former Canadian GMCL dealers (the Plaintiff Dealers) which had entered into wind-down agreements with GMCL. In May 2009, in the context of the global restructuring of the business and the possibility that GMCL might be required to initiate insolvency proceedings, GMCL offered the Plaintiff Dealers the wind-down agreements to assist with their exit from the GMCL Canadian dealer network and to facilitate winding down their operations in an orderly fashion by December 31, 2009 or such other date as GMCL approved but no later than upon the expiration of the Plaintiff Dealers' Dealer Sales and Service Agreements (DSSAs) on October 31, 2010. The Plaintiff Dealers allege that the DSSAs were wrongly terminated by GMCL and that GMCL failed to comply with certain disclosure obligations, breached its statutory duty of fair dealing and unlawfully interfered with the Plaintiff Dealers' statutory right to associate in an attempt to coerce the Plaintiff Dealers into accepting the wind-down agreements. The Plaintiff Dealers seek damages and assert that the wind-down agreements are rescindable. The Plaintiff Dealers' initial pleading makes reference to a claim "not exceeding" CAD $750 million, without explanation of any specific measure of damages. On March 1, 2011 the Court approved certification of a class for the purpose of deciding a number of specifically defined issues, including: (1) whether GMCL breached its obligation of "good faith" in offering the wind-down agreements; (2) whether GMCL interfered with the Plaintiff Dealers' rights of free association; (3) whether GMCL was obligated to provide a disclosure statement and/or disclose more specific information regarding its restructuring plans in connection with proffering the wind-down agreements; and (4) assuming liability, whether the Plaintiff Dealers can recover damages in the aggregate (as opposed to proving individual damages). On June 22, 2011 the court granted GMCL permission to appeal the class certification decision. At this juncture, the prospects for liability are uncertain, but because liability is not deemed probable, we have no accrual relating to this litigation. In addition, we cannot estimate the range of reasonably possible loss in the event of liability, as the case presents a variety of different legal theories, none of which GMCL believes are valid, on behalf of a large number of Plaintiff Dealers, each of which presents substantial differences in underlying facts and circumstances which GMCL believes should affect both potential liability and recoverable damages, if any, on an individual basis.

On April 6, 2010 the UAW filed suit against us in the U.S. District Court for the Eastern District of Michigan claiming that we breached an obligation to contribute $450 million to the UAW Retiree Medical Benefits Trust (New VEBA). The UAW alleges that we were required to make this contribution pursuant to the UAW-Delphi-GM Memorandum of Understanding Delphi Restructuring dated June 22, 2007 (Restructuring Agreement). The possible loss is $450 million, which is the amount claimed, but we believe that the claim is without merit and we have no accrual relating to this litigation. We filed a motion in the U.S. Bankruptcy Court for the Southern District of New York asserting that the UAW's claim is barred by the U.S. Bankruptcy Court approved 2009 UAW Retiree Settlement Agreement and by other orders issued by the U.S. Bankruptcy Court that preclude additional GM contributions to the New VEBA. We also maintain that Delphi Corporation's bankruptcy plan of reorganization did not fulfill the applicable conditions of the Restructuring Agreement and therefore payment would not be due even in the absence of the 2009 UAW Retiree Settlement Agreement. On August 23, 2011, the U.S. Bankruptcy Court issued an opinion abstaining from hearing the case, which will accordingly be litigated in Federal Court in U.S. District Court for the Eastern District of Michigan.

Liability Related to Contingently Issuable Shares

Under the Amended and Restated Master Sale and Purchase Agreement, as amended between us and Old GM and certain of its direct and indirect subsidiaries, we are obligated to issue additional shares of our common stock to MLC (Adjustment Shares) in the event that allowed general unsecured claims against MLC, as estimated by the U.S. Bankruptcy Court for the Southern District of New York, 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). The number of Adjustment Shares to be issued is calculated based on the extent to which estimated general unsecured claims exceed $35.0 billion with the maximum number of Adjustment Shares issued if estimated general unsecured claims total $42.0 billion or more. At September 30, 2011 and December 31, 2010 we concluded it was not probable that general unsecured claims would exceed $35.0 billion. We believe it is reasonably possible that general unsecured claims allowed against MLC will range between $32.5 billion and $36.0 billion.

GME Planned Spending Guarantee

As part of our Opel/Vauxhall restructuring plan agreed to with European labor representatives, we have committed to achieving specified milestones associated with planned spending from 2011 to 2014 on certain product programs. If we fail to accomplish the requirements set out under the agreement, we will be required to pay certain amounts up to Euro 265 million for each of those years, and/or interest on those amounts, to our employees. Certain inventory with a carrying amount of $217 million and $193 million at September 30, 2011 and December 31, 2010 was pledged as collateral under the agreement. Through September 30, 2011 spending was sufficient to meet the current requirements under the agreement and the specified milestones have been accomplished. Management has the intent and believes it has the ability to meet the future requirements under the agreement.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-Subparagraph (SX 210.5-02.25)
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+ Details

Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes

Income Taxes

Note 18. Income Taxes

For interim income tax reporting we estimate our annual effective tax rate and apply it to year to date ordinary income/loss. The tax effect 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. Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded.

In interim periods, income tax expense is comprised of two key elements: (1) the amount necessary to appropriately state the year to date estimated tax expense of entities included in our effective tax rate calculation, which is calculated as the difference between the amount currently estimated for the year to date period and the amount previously recorded in prior interim periods; and (2) the tax effect of unusual or infrequent items that occur in the period.

In the three months ended September 30, 2011 the income tax expense of $107 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation partially offset by a tax benefit attributable to previously unrecognized tax benefits in various jurisdictions. This benefit includes reductions in interest expense associated with these previously unrecognized tax benefits. In the nine months ended September 30, 2011 income tax expense of $183 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation partially offset by tax benefit attributable to previously unrecognized tax benefits in various jurisdictions. This benefit includes reductions in interest expense and valuation allowances associated with these previously unrecognized tax benefits. The effective tax rate is lower than the applicable statutory tax rate, due primarily to income earned in jurisdictions for which a full valuation allowance is recorded.

In the three months ended September 30, 2010 income tax benefit of $25 million primarily resulted from income tax provisions attributable to profitable entities of $50 million included in our effective tax rate calculation offset by net tax benefit of $75 million attributable to unusual or infrequent items, none of which had a significant effect on tax expense either individually or in aggregate. In the nine months ended September 30, 2010 income tax expense of $845 million primarily resulted from income tax provisions for profitable entities and a taxable foreign currency gain in Venezuela. As a result of the official devaluation of the Venezuelan currency in the nine months ended September 30, 2010, we recorded income tax expense related to the foreign currency exchange gain on the net monetary position of our foreign currency denominated assets.

We file income tax returns in multiple jurisdictions and are subject to examination by taxing authorities throughout the world. We have open tax years from 2002 to 2010 with various significant tax jurisdictions. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. In addition the global nature of our operations means that transfer pricing disputes may arise.

In the three months ended June 30, 2011 we settled a Brazilian income tax matter for $241 million that was reserved and disclosed in a prior period.

At September 30, 2011 it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next 12 months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value Measurements

Fair Value Measurements

Note 19. Fair Value Measurements

Fair Value Measurements

A three-level valuation hierarchy is used for fair value measurements. The three-level valuation hierarchy is based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy:

•

Level 1 — Quoted prices for identical instruments in active markets;

•

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and

•

Level 3 — Instruments whose significant inputs are unobservable.

Financial instruments are transferred in and/or out of Level 1, 2 or 3 at the beginning of the accounting period in which there is a change in the valuation inputs.

Securities are classified in Level 1 when quoted prices in an active market for identical securities are available. If quoted market prices are not available, fair values of securities are determined using prices from a pricing service, pricing models, quoted prices of securities with similar characteristics or discounted cash flow models and are generally classified in Level 2. These prices represent non-binding quotes. U.S. government and agency securities, certificates of deposit, commercial paper and corporate debt securities are classified in Level 2. Our pricing vendor utilizes industry-standard pricing models that consider various inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. Securities are classified in Level 3 in certain cases where there are significant unobservable inputs to the valuation in the marketplace. Level 3 financial instruments typically include, in addition to the unobservable inputs, observable components that are validated to external sources.

We measure fair value of our marketable securities using a market approach where identical or comparable prices are available, and an income approach in other cases. We obtain the majority of the prices used in this valuation from a pricing service. We conduct an annual review of our pricing service. This review includes discussion and analysis of the inputs used by the pricing service to provide prices for the types of securities we hold. These inputs include prices for comparable securities, bid/ask quotes, interest rate yields, and prepayment speeds. Based on our review we believe the prices received from our pricing service are a reliable representation of exit prices.

All derivatives are recorded at fair value. Internal models are used to value a majority of derivatives. The models use as their basis readily observable market inputs, such as time value, forward interest rates, volatility factors and current and forward market prices for commodities and foreign currency exchange rates. Level 2 includes certain foreign currency derivatives, commodity derivatives, interest rate caps, and warrants. Derivative contracts and other liabilities that are valued based upon models with significant unobservable market inputs are classified in Level 3. Level 3 derivative contracts include certain foreign currency derivatives, embedded derivatives and interest rate swaps.

Automotive

Fair Value Measurements on a Recurring Basis

The following tables summarize the financial instruments measured at fair value on a recurring basis (dollars in millions):


	Fair Value Measurements on a Recurring Basis at September 30, 2011
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents (a)
United States government and agency	$	—	$	99	$	—	$	99
Sovereign debt		—		2,681		—		2,681
Certificates of deposit		—		3,705		—		3,705
Money market funds		2,079		—		—		2,079
Commercial paper		—		6,407		—		6,407
Marketable securities
Trading securities
Equity		32		—		—		32
Sovereign debt		—		166		—		166
Other debt		—		73		—		73
Available–for–sale securities
United States government and agency		—		5,202		—		5,202
Sovereign debt		—		421		—		421
Certificates of deposit		—		637		—		637
Corporate debt		—		5,149		—		5,149
Other assets (a)(b)
Debt		—		1,038		—		1,038
Money market funds		405		—		—		405
Other		3		97		—		100
Derivatives
Foreign currency exchange		—		46		—		46
Commodity		—		7		—		7
Embedded		—		3		138		141

Total assets	$	2,519	$	25,731	$	138	$	28,388

Liabilities
Other liabilities (c)
Options	$	—	$	—	$	89	$	89
Derivatives
Foreign currency exchange		—		63		—		63
Embedded		—		7		—		7

Total liabilities	$	—	$	70	$	89	$	159

(a)	Cash and time deposits, including those classified as restricted cash, have been excluded from this table.

(b)	Other assets are recorded in Other current assets and deferred income taxes and Other assets and deferred income taxes.

(c)	Other liabilities are recorded in Accrued liabilities and Other liabilities and deferred income taxes.


	Fair Value Measurements on a Recurring Basis at December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents (a)
United States government and agency	$	—	$	1,085	$	—	$	1,085
Sovereign debt		—		523		—		523
Certificates of deposit		—		2,705		—		2,705
Money market funds		4,844		—		—		4,844
Commercial paper		—		3,807		—		3,807
Marketable securities
Trading securities
Equity		21		17		—		38
Sovereign debt		—		32		—		32
Other debt		—		66		—		66
Available–for–sale securities
United States government and agency		—		2,023		—		2,023
Sovereign debt		—		773		—		773
Certificates of deposit		—		954		—		954
Corporate debt		—		1,669		—		1,669
Other assets (a)(b)
Debt		—		1,129		—		1,129
Money market funds		345		—		—		345
Other		5		—		10		15
Derivatives
Foreign currency exchange		—		80		—		80
Commodity		—		93		—		93
Warrants		—		44		—		44

Total assets	$	5,215	$	15,000	$	10	$	20,225

Liabilities
Other liabilities (c)
Options	$	—	$	—	$	24	$	24
Derivatives
Foreign currency exchange		—		113		—		113
Commodity		—		9		—		9

Total liabilities	$	—	$	122	$	24	$	146

(a)	Cash and time deposits, including those classified as restricted cash, have been excluded from this table.

(b)	Other assets are recorded in Other current assets and deferred income taxes and Other assets and deferred income taxes.

(c)	Other liabilities are recorded in Accrued liabilities and Other liabilities and deferred income taxes.

Fair Value Measurements on a Recurring Basis using Level 3 Inputs

The following tables summarize the activity for financial instruments classified in Level 3 (dollars in millions):


	Level 3 Net Assets and (Liabilities) (a)
	Embedded Derivatives			Options			Other Securities			Total Net Assets (Liabilities)
Balance at July 1, 2011	$	145		$	(76	)	$	10		$	79
Transfer in and/or out of Level 3		—			—			—			—
Total realized/unrealized gains (losses)
Included in earnings		—			(13	)		(10	)		(23	)
Included in Other comprehensive income		(7	)		—			—			(7	)
Purchases		—			—			—			—
Sales		—			—			—			—
Issuances		—			—			—			—
Settlements		—			—			—			—

Balance at September 30, 2011	$	138		$	(89	)	$	—		$	49

Amount of total gains and (losses) in the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets/liabilities still held at the reporting date	$	—		$	(13	)	$	(10	)	$	(23	)


	Level 3 Net Assets and (Liabilities) (a)
	Embedded Derivatives			Options			Other Securities			Total Net Assets (Liabilities)
Balance at January 1, 2011	$	—		$	(24	)	$	10		$	(14	)
Transfer in and/or out of Level 3		—			—			—			—
Total realized/unrealized gains (losses)
Included in earnings		140			(65	)		(10	)		65
Included in Other comprehensive income		(2	)		—			—			(2	)
Purchases		—			—			—			—
Sales		—			—			—			—
Issuances		—			—			—			—
Settlements		—			—			—			—

Balance at September 30, 2011	$	138		$	(89	)	$	—		$	49

Amount of total gains and (losses) in the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets/liabilities still held at the reporting date	$	140		$	(65	)	$	(10	)	$	65


	Level 3 Net Assets and (Liabilities) (a)
	Foreign Currency Derivatives			Options			Total Net Assets (Liabilities)
Balance at July 1, 2010	$	(338	)	$	(24	)	$	(362	)
Transfer in and/or out of Level 3		2			—			2
Total realized/unrealized gains (losses)
Included in earnings		30			—			30
Included in Other comprehensive income		(13	)		—			(13	)
Purchases, issuances, and settlements		136			—			136

Balance at September 30, 2010	$	(183	)	$	(24	)	$	(207	)

Amount of total gains and (losses) in the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets still held at the reporting date	$	34		$	—		$	34


	Level 3 Net Assets and (Liabilities) (a)
	Foreign Currency Derivatives			Options			Total Net Assets (Liabilities)
Balance at January 1, 2010	$	(672	)	$	—		$	(672	)
Transfer in and/or out of Level 3		2			—			2
Total realized/unrealized gains (losses)
Included in earnings		103			(3	)		100
Included in Other comprehensive income		(10	)		—			(10	)
Purchases, issuances, and settlements		394			(21	)		373

Balance at September 30, 2010	$	(183	)	$	(24	)	$	(207	)

Amount of total gains and (losses) in the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets still held at the reporting date	$	40		$	(3	)	$	37

(a)	Realized and unrealized gains (losses) are recorded in Interest income and other non-operating income, net and foreign currency translation gains (losses) are recorded in Accumulated other comprehensive income.

Short-Term and Long-Term Debt

We determined the fair value of debt based on a discounted cash flow model which used benchmark yield curves plus a spread that represented the yields on traded bonds of companies with comparable credit ratings.

The following table summarizes the carrying amount and estimated fair values of short-term and long-term debt (dollars in millions):


	September 30, 2011		December 31, 2010
Carrying amount (a)	$	4,210	$	4,630
Fair value (a)	$	4,272	$	4,840

(a)	Accounts and notes receivable, net and Accounts payable (principally trade) are not included because the carrying amount approximates fair value due to their short-term nature.

Ally Financial Common and Preferred Stock

We estimated the fair value of Ally Financial common stock using a market approach that applies the average price to tangible book value multiples of comparable companies to the consolidated Ally Financial tangible book value. The significant inputs used in our fair value analysis were Ally Financial's financial statements, as well as the financial statements and price to tangible book value multiples of comparable companies in the banking and finance industry, resulting in a Level 3 measure.

In March 2011 our investment in Ally Financial preferred stock was sold through a public offering for net proceeds of $1.0 billion. The gain of $0.3 billion related to the sale was recorded in Interest income and other non-operating income, net.

The following table summarizes the carrying amount and estimated fair value of Ally Financial common and preferred stock (dollars in millions):


	September 30, 2011		December 31, 2010
Common stock
Carrying amount (a)	$	958	$	964
Fair value	$	695	$	1,031
Preferred stock
Carrying amount			$	665
Fair value			$	1,055

(a)	Investment in Ally Financial common stock at December 31, 2010 includes a 4.0% direct ownership and a 5.9% ownership held indirectly through an independent trust. In May 2011 we transferred all directly held shares to the independent trust.

As indicated in the table above, at September 30, 2011 the carrying amount of our investment in Ally Financial common stock exceeded our estimate of its fair value. The financial markets, in particular the share prices for comparable companies in the banking and financial services industry, are currently experiencing significant volatility stemming, in part, from many broader macroeconomic uncertainties, including the eurozone debt crisis, an increasing risk of another recession and concerns about mortgage-related liabilities. It is reasonably possible that in a market-based transaction the actual fair value of Ally Financial common stock would be a value other than the estimated fair value. In addition, we assessed whether the decline in value represented an other-than-temporary impairment and concluded that the impairment is temporary. We believe that the recent economic uncertainty is weighing heavily on the valuation of financial institutions, including Ally Financial, and has resulted in significant volatility in the financial markets. We believe that this is a temporary condition. Should market conditions not recover in the near term, or the decline in fair value remain for an extended duration, we may conclude the impairment is other than temporary, resulting in an impairment charge. We currently have the ability and intent to hold the investment until its fair value recovers. We can cause the trustee to return all Ally Financial common stock currently held in the trust to us to hold directly.

Automotive Financing — GM Financial

Fair Value Measurements on a Recurring Basis

The following tables summarize the financial instruments measured at fair value on a recurring basis (dollars in millions):


	Fair Value Measurements on a Recurring Basis at September 30, 2011
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents (a)
Money market funds	$	239	$	—	$	—	$	239
Restricted cash (a)
Money market funds		975		—		—		975
Derivatives
Interest rate swaps (b)		—		—		9		9
Interest rate caps (b)		—		6		—		6

Total assets	$	1,214	$	6	$	9	$	1,229

Liabilities
Derivatives
Interest rate swaps (b)	$	—	$	—	$	16	$	16
Interest rate caps (b)		—		7		—		7

Total liabilities	$	—	$	7	$	16	$	23


	Fair Value Measurements on a Recurring Basis at December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents (a)
Money market funds	$	167	$	—	$	—	$	167
Restricted cash (a)
Money market funds		952		—		—		952
Derivatives
Interest rate swaps (b)		—		—		23		23
Interest rate caps (b)		—		8		—		8

Total assets	$	1,119	$	8	$	23	$	1,150

Liabilities
Derivatives
Interest rate swaps (b)	$	—	$	—	$	47	$	47
Interest rate caps (b)		—		8		—		8
Foreign currency exchange		—		2		—		2

Total liabilities	$	—	$	10	$	47	$	57

(a)	Cash deposits and cash held in Guaranteed Investment Contracts have been excluded.

(b)	The fair value of interest rate swap and cap derivatives are based upon quoted market prices when available. If quoted prices are not available, the fair value is estimated by discounting future net cash flows expected to be settled using a current risk adjusted rate.

Fair Value Measurements on a Recurring Basis using Level 3 Inputs

The following tables summarize the activity for financial instruments classified in Level 3 (dollars in millions):


	Assets			Liabilities
	Interest Rate Swap Derivatives			Interest Rate Swap Derivatives
Balance at July 1, 2011	$	13		$	(24	)
Transfers in and/or out of Level 3		—			—
Total realized/unrealized gains (losses)
Included in earnings		1			—
Included in other comprehensive income (loss)		—			(1	)
Purchases		—			—
Sales		—			—
Issuances		—			—
Settlements		(5	)		9

Balance at September 30, 2011	$	9		$	(16	)


	Assets			Liabilities
	Interest Rate Swap Derivatives			Interest Rate Swap Derivatives
Balance at January 1, 2011	$	23		$	(47	)
Transfers in and/or out of Level 3		—			—
Total realized/unrealized gains (losses)
Included in earnings		1			—
Included in other comprehensive income (loss)		—			(2	)
Purchases		—			—
Sales		—			—
Issuances		—			—
Settlements		(15	)		33

Balance at September 30, 2011	$	9		$	(16	)

The following table summarizes estimated fair values, carrying amounts and various methods and assumptions used in valuing GM Financial's financial instruments (dollars in millions):


	September 30, 2011				December 31, 2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets
Finance receivables, net (a)	$	8,918	$	9,116	$	8,197	$	8,186

Financial liabilities
Syndicated and lease warehouse facilities (b)	$	190	$	190	$	278	$	278
Medium term note facility and bank funding facility (c)	$	363	$	363	$	554	$	554
Securitization notes payable (c)	$	6,902	$	6,928	$	6,128	$	6,107
Senior notes and convertible senior notes (c)	$	501	$	481	$	72	$	72

(a)	The fair value of the finance receivables is estimated based upon forecasted cash flows discounted using a pre-tax weighted-average cost of capital. The forecast includes factors such as prepayment, defaults, recoveries and fee income assumptions.

(b)	The syndicated and lease warehouse facilities have variable rates of interest and maturities of approximately one year. The carrying amount is considered to be a reasonable estimate of fair value.

(c)

The fair values of the medium term note and bank funding facility, securitization notes payable and senior notes and convertible senior notes are based on quoted market prices, when available. If quoted market prices are not available, the fair value is estimated by discounting future net cash flows expected to be settled using a current risk-adjusted rate.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13537-108611

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13504-108611

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Restructuring And Other Initiatives

9 Months Ended

Sep. 30, 2011

Restructuring And Other Initiatives

Restructuring And Other Initiatives

Note 20. Restructuring and Other Initiatives

We have previously executed various restructuring and other initiatives, and we plan to execute additional initiatives in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing global automotive production and to improve the utilization of remaining facilities. Related charges are recorded in Automotive cost of sales and Automotive selling, general and administrative expense.

The following table summarizes the reserves related to restructuring and other initiatives (excluding restructuring reserves related to dealer wind-down agreements) and charges by segment, including postemployment benefit reserves and charges (dollars in millions):


	GMNA			GME			GMIO			GMSA			Total Automotive
Balance at January 1, 2011	$	1,135		$	664		$	3		$	—		$	1,802
Additions		26			33			—			1			60
Interest accretion and other		7			24			—			—			31
Payments		(129	)		(205	)		(2	)		(1	)		(337	)
Revisions to estimates		7			—			—			—			7
Effect of foreign currency translation		16			34			—			—			50

Balance at March 31, 2011		1,062			550			1			—			1,613

Additions		8			62			—			1			71
Interest accretion and other		6			16			—			—			22
Payments		(109	)		(76	)		—			(1	)		(186	)
Revisions to estimates		(8	)		—			—			—			(8	)
Effect of foreign currency translation		(1	)		11			—			—			10

Balance at June 30, 2011		958			563			1			—			1,522

Additions		19			81			—			1			101
Interest accretion and other		5			25			—			—			30
Payments		(66	)		(70	)		—			(1	)		(137	)
Revisions to estimates		71			—			—			—			71
Effect of foreign currency translation		(30	)		(29	)		—			—			(59	)

Balance at September 30, 2011 (a)	$	957		$	570		$	1		$	—		$	1,528

(a)	The remaining cash payments related to these reserves for restructuring and other initiatives, including temporary layoff benefits for GMNA, primarily relate to postemployment benefits to be paid.

GMNA recorded charges, interest accretion and other and revisions to estimates that increased the reserves by $95 million and $141 million in the three and nine months ended September 30, 2011. These increases were primarily related to: (1) changes to UAW hourly layoff benefits primarily related to the Labor Agreement; (2) Canadian restructuring activities and (3) a special attrition program for skilled trade U.S. hourly employees.

The Labor Agreement includes cash severance incentive programs which may range up to $90 million through March 31, 2012 for skilled trade employees that will be included in our restructuring liability upon irrevocable acceptances by both parties.

GME recorded charges and interest accretion and other of $106 million and $241 million for separation programs in the three and nine months ended September 30, 2011 primarily related to previously announced programs in Germany.

Restructuring and early retirement programs in Spain, the U.K. and Belgium were essentially completed in 2010 and we also initiated a program in Germany in 2010. Through September 30, 2011 these programs had a total cost of $900 million and affected a total of 5,800 employees and included the closure of the Antwerp, Belgium facility. We expect to incur an additional $300 million, primarily in 2011 and 2012, to complete these programs, which will affect an additional 1,600 employees. As these programs primarily involve voluntary separations, no liabilities are recorded until offers to employees are accepted. To the extent employees will be involuntarily terminated, a liability is recorded at the communication date.


	GMNA			GME			GMIO			GMSA			Total
Balance at January 1, 2010	$	2,088		$	451		$	3		$	4		$	2,546
Additions		7			273			—			—			280
Interest accretion and other		10			32			—			—			42
Payments		(243	)		(37	)		(1	)		(2	)		(283	)
Revisions to estimates		(104	)		—			—			—			(104	)
Effect of foreign currency translation		24			(33	)		—			—			(9	)

Balance at March 31, 2010		1,782			686			2			2			2,472

Additions		21			207			—			—			228
Interest accretion and other		10			28			—			—			38
Payments		(178	)		(257	)		—			(2	)		(437	)
Revisions to estimates		(1	)		(8	)		—			1			(8	)
Effect of foreign currency translation		(25	)		(63	)		—			—			(88	)

Balance at June 30, 2010		1,609			593			2			1			2,205

Additions		14			125			—			2			141
Interest accretion and other		8			28			—			—			36
Payments		(169	)		(84	)		—			(3	)		(256	)
Revisions to estimates		(73	)		(2	)		—			—			(75	)
Effect of foreign currency translation		17			72			—			—			89

Balance at September 30, 2010 (a)	$	1,406		$	732		$	2		$	—		$	2,140

(a)	The remaining cash payments related to these reserves for restructuring and other initiatives, including temporary layoff benefits for GMNA, primarily relate to postemployment benefits to be paid.

GMNA recorded charges, interest accretion and other and revisions to estimates that decreased the restructuring reserves by $51 million and $108 million in the three and nine months ended September 30, 2010. The decreases were primarily related to increased production capacity utilization, which resulted in the recall of idled employees to fill added shifts at multiple production sites, partially offset by Canadian restructuring activities.

GME recorded charges, interest accretion and other and revisions to estimates that increased the restructuring reserve by $151 million and $683 million in the three and nine months ended September 30, 2010 for separation programs primarily related to the following initiatives:

•

Separation charges of $92 million and $445 million in the three and nine months ended September 30, 2010 for a separation plan related to the closure of the Antwerp, Belgium facility which affected 2,600 employees.

•

Separation charges of $72 million and revisions to estimates of $11 million to decrease the reserve in the nine months ended September 30, 2010 related to separation/layoff plans and an early retirement plan in Spain which affected 1,200 employees.

•

Separation charges of $3 million and $28 million in the three and nine months ended September 30, 2010 related to a voluntary separation program in the United Kingdom.

•

Separation charges of $5 million and $32 million and interest accretion and other of $26 million and $81 million in the three and nine months ended September 30, 2010 related to previously announced programs in Germany and separation charges of $20 million related to a voluntary separation program announced in the three months ended September 30, 2010.

Dealer Wind-downs

The following table summarizes GMNA's restructuring reserves related to dealer wind-down agreements in the three and nine months ended September 30, 2011 (dollars in millions):


	U.S.			Canada and Mexico			Total
Balance at January 1, 2011	$	135		$	9		$	144
Revisions to estimates		(6	)		—			(6	)
Payments		(80	)		—			(80	)

Balance at March 31, 2011		49			9			58

Revisions to estimates		—			(1	)		(1	)
Payments		(24	)		—			(24	)

Balance at June 30, 2011		25			8			33

Revisions to estimates		—			(1	)		(1	)
Payments		(4	)		—			(4	)

Balance at September 30, 2011	$	21		$	7		$	28

The following table summarizes GMNA's restructuring reserves related to dealer wind-down agreements in the three and nine months ended September 30, 2010 (dollars in millions):


	U.S.			Canada and Mexico			Total
Balance at January 1, 2010	$	460		$	41		$	501
Additions		9			9			18
Payments		(44	)		(28	)		(72	)
Effect of foreign currency translation		—			2			2

Balance at March 31, 2010		425			24			449

Revisions to estimates		(6	)		—			(6	)
Payments		(140	)		(4	)		(144	)

Balance at June 30, 2010		279			20			299

Revisions to estimates		(2	)		—			(2	)
Payments		(73	)		(9	)		(82	)

Balance at September 30, 2010	$	204		$	11		$	215

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References + Details

Impairments

9 Months Ended

Sep. 30, 2011

Impairments

Impairments

Note 21. Impairments

The following table summarizes impairment charges (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
GMNA
Product-specific tooling assets	$	16	$	140	$	56	$	188
Vehicles leased to rental car companies		1		—		61		—

Total GMNA impairment charges		17		140		117		188
GME
Goodwill		—		—		395		—
Vehicles leased to rental car companies		12		17		65		32

Total GME impairment charges		12		17		460		32
GMIO
Product-specific tooling assets		1		6		3		6
Investment in HKJV (a)		—		—		39		—

Total GMIO impairment charges		1		6		42		6
GMSA
Product-specific tooling assets		1		—		3		—

Total GMSA impairment charges		1		—		3		—

Total impairment charges	$	31	$	163	$	622	$	226

(a)	Refer to Note 8 for additional information related to our investment in HKJV.

Fair value measurements, excluding vehicles leased to rental car companies, utilized projected cash flows discounted at a rate commensurate with the perceived business risks related to the assets involved. Fair value measurements of vehicles leased to rental car companies utilized projected cash flows throughout the rental period and at auction.

The following tables summarize assets measured at fair value (all of which utilized Level 3 inputs) on a nonrecurring basis (dollars in millions):


	Three Months Ended September 30, 2011 (a)		Fair Value Measurements Using						Total Losses Three Months Ended September 30, 2011
	Three Months Ended September 30, 2011 (a)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses Three Months Ended September 30, 2011
Product-specific tooling assets	$	—	$	—	$	—	$	—	$	18
Vehicles leased to rental car companies	$	200	$	—	$	—	$	200		13

Total									$	31


	Nine Months Ended September 30, 2011 (a)		Fair Value Measurements Using						Total Losses Nine Months Ended September 30, 2011
	Nine Months Ended September 30, 2011 (a)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Goodwill	$	1,266	$	—	$	—	$	1,266	$	395
Product-specific tooling assets	$	—	$	—	$	—	$	—		62
Investment in HKJV	$	112	$	—	$	—	$	112		39
Vehicles leased to rental car companies	$	200-922	$	—	$	—	$	200-922		126

Total									$	622


	Three Months Ended September 30, 2010 (a)		Fair Value Measurements Using						Total Losses Three Months Ended September 30, 2010
	Three Months Ended September 30, 2010 (a)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Product-specific tooling assets	$	—	$	—	$	—	$	—	$	146
Vehicles leased to rental car companies	$	614	$	—	$	—	$	614		17

Total									$	163


	Nine Months Ended September 30, 2010 (a)		Fair Value Measurements Using						Total Losses Nine Months Ended September 30, 2010
	Nine Months Ended September 30, 2010 (a)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Product-specific tooling assets	$	—	$	—	$	—	$	—	$	194
Vehicles leased to rental car companies	$	537-614	$	—	$	—	$	537-614		32

Total									$	226

(a)	Amounts represent the fair value measure (or range of measures) during the period.

Contract Cancellations

The following table summarizes contract cancellation charges primarily related to the cancellation of product programs (dollars in millions):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011		2010
GMNA (a)	$	9	$	(5	)	$	30	$	31
GME		5		3			8		3
GMIO		37		—			43		—

Total contract cancellation charges	$	51	$	(2	)	$	81	$	34

(a)	The three months ended September 30, 2010 included a favorable change in estimate on a contract cancellation of $14 million.

Earnings Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share

Earnings Per Share

Note 22. Earnings Per Share

In the three and nine months ended September 30, 2011 we were required to use the two-class method for calculating earnings per share, as further discussed below, as the applicable market value of our common stock was below $33.00 per common share in the period ended September 30, 2011.

Basic and diluted earnings per share were computed by dividing earnings attributable to common stockholders by the weighted-average common shares outstanding in the period. The computation of diluted earnings per share gives effect to all potentially dilutive securities. In periods prior to our public offering, we utilized an average stock price based upon estimates of the fair value of our common stock. Subsequent to our public offering, we used the New York Stock Exchange price.

The following tables summarize basic and diluted earnings per share (in millions, except per share amounts):


	Basic				Diluted
	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011
Net income attributable to common stockholders
Net income attributable to stockholders	$	2,107	$	8,465	$	2,107	$	8,465
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security (a)		381		1,352		371		1,295

Net income attributable to common stockholders	$	1,726	$	7,113	$	1,736	$	7,170

Weighted-average shares outstanding
Weighted-average common shares outstanding		1,562		1,524		1,562		1,524
Dilutive effect of warrants		—		—		119		142
Dilutive effect of restricted stock units		—		—		1		2

Weighted-average common shares outstanding-diluted		1,562		1,524		1,682		1,668

Earnings per share	$	1.10	$	4.67	$	1.03	$	4.30

(a)

Includes cumulative dividends on preferred stock of $215 million and $644 million in the three and nine months ended September 30, 2011. Earnings of $166 million and $708 million for the three and nine months ended September 30, 2011 have been allocated to the Series B Preferred Stock holders for the basic earnings per share calculation. Earnings of $156 million and $651 million for the three and nine months ended September 30, 2011 have been allocated to the Series B Preferred Stock holders for the diluted earnings per share calculation.


	Basic				Diluted
	Three Months Ended September 30, 2010		Nine Months Ended September 30, 2010		Three Months Ended September 30, 2010		Nine Months Ended September 30, 2010
Net income attributable to common stockholders
Net income attributable to stockholders	$	2,162	$	4,766	$	2,162	$	4,766
Less: cumulative dividends on preferred stock		203		608		203		608

Net income attributable to common stockholders	$	1,959	$	4,158	$	1,959	$	4,158

Weighted-average shares outstanding
Weighted-average common shares outstanding		1,500		1,500		1,500		1,500
Dilutive effect of warrants		—		—		130		88

Weighted-average common shares outstanding-diluted		1,500		1,500		1,630		1,588

Earnings per share	$	1.31	$	2.77	$	1.20	$	2.62

Three and Nine Months Ended September 30, 2011

Our Series B Preferred Stock is a participating security and requires the application of the two-class method for calculating earnings per share when the applicable market value of our common stock is below $33.00 or above $39.60 per common share. For purposes of calculating earnings per share, the applicable market value is calculated as the average of the closing prices of our common stock over the 40 consecutive trading day period ending on the third trading day immediately preceding the date of our financial statements. The calculation of the applicable market value at the date of our financial statements will apply to the current quarter and the year to date period presented, irrespective of the applicable market value computed during the prior quarters of the current year.

Under the two-class method for computing earnings per share, undistributed earnings are allocated to common stock and the Series B Preferred Stock according to their respective participation rights in undistributed earnings, as if all the earnings for the period had been distributed. This allocation to the Series B Preferred Stock holders reduced Net income attributable to common stockholders, resulting in a lower basic and dilutive earnings per share amount. Accordingly, variability may result in our calculation of earnings per share from period to period depending on whether the application of the two-class method is required.

Because the applicable market value of our common stock was below $33.00 per common share for the three and nine months ended September 30, 2011, we applied the two-class method to calculate basic earnings per share and the more dilutive of the two-class or the if-converted method to calculate diluted earnings per share. The application of the two-class method resulted in an allocation of undistributed earnings to our Series B Preferred Stock holders and, accordingly, 152 million common stock equivalents from the assumed conversion of the Series B Preferred Stock are not considered outstanding for purposes of determining the weighted-average common shares outstanding in the computation of diluted earnings per share.

In April 2011 MLC began distribution of 272 million warrants for our common stock to its unsecured creditors. The warrant holders may exercise the warrants at any time prior to their respective expiration dates. Upon exercise of the warrants the shares issued will be included in the number of basic shares outstanding used in the computation of earnings per share.

Warrants to purchase 313 million shares of our common stock were outstanding at September 30, 2011, of which 46 million shares were not included in the computation of diluted earnings per share because the warrants' exercise price was greater than the average market price of the common shares. Under the treasury stock method, the assumed exercise of the remaining warrants resulted in 119 million and 142 million dilutive shares in the three and nine months ended September 30, 2011.

Diluted earnings per share included the effect of unvested restricted stock units (RSUs) granted to certain global executives. At September 30, 2011 there were 14 million unvested RSUs outstanding.

The Adjustment Shares were excluded from the computation of basic and diluted earnings per share as the condition that would result in the issuance of the Adjustment Shares was not satisfied.

In July 2011 the 61 million shares of common stock contributed to our pension plans, in January 2011, met the criteria to qualify as plan assets for accounting purposes. Accordingly, these shares were considered outstanding for earnings per share purposes beginning in the three months ended September 30, 2011.

Three and Nine Months Ended September 30, 2010

Warrants to purchase 318 million shares of our common stock were outstanding, of which 46 million were not included in the computation of diluted earnings per share because the warrants' exercise price was greater than the fair value of our common stock. Under the treasury stock method, the assumed exercise of warrants to purchase the remaining 272 million shares resulted in 130 million and 88 million dilutive shares for the three and nine months ended September 30, 2010.

Diluted earnings per share excluded the assumed issuance of unvested RSUs granted to certain global executives as these awards were payable in cash if settled prior to six months after a completion of a successful public offering. At September 30, 2010 a total of 18 million RSUs were outstanding, of which neither the vested nor unvested portion was included for purposes of calculating diluted earnings per share due to the cash settlement condition at that time.

The Adjustment Shares were excluded from the computation of basic and diluted earnings per share as the condition that would result in the issuance of the Adjustment Shares was not satisfied.

Stock Incentive Plans

9 Months Ended

Sep. 30, 2011

Stock Incentive Plans

Stock Incentive Plans

Note 23. Stock Incentive Plans

Consolidated

Our stock incentive plans consist of the 2009 Long-Term Incentive Plan as amended on December 22, 2010 (2009 GMLTIP) and the Salary Stock Plan as amended on October 5, 2010 (GMSSP). Both plans are administered by the Executive Compensation Committee of our Board of Directors. The aggregate number of shares that may be granted under the 2009 GMLTIP and the GMSSP shall not exceed 75 million shares.

The following table summarizes compensation expense recorded for our stock incentive plans (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Compensation expense	$	50	$	84	$	163	$	136

Income tax expense amounts were insignificant in the three and nine months ended September 30, 2011 and 2010 and did not include U.S. and non-U.S. jurisdictions with full valuation allowances.

Long-Term Incentive Plan

In the nine months ended September 30, 2011 we granted RSUs to certain global executives under the 2009 GMLTIP. The RSUs were valued on the date of grant at the fair value of our common stock. Awards granted under the 2009 GMLTIP either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award. We have elected to record compensation cost for these awards on a straight-line basis over the entire vesting period. Our policy is to issue new shares upon settlement of RSUs.

Awards granted in 2011 to the Top 25 highest compensated employees will settle three years from the grant date in 25% increments in conjunction with each 25% of our Troubled Asset Relief Program obligations that are repaid. The awards for the Next 75 highest compensated employees will settle either: (1) three years from the date of grant; or (2) on the first and third anniversary dates of grant. The awards to the non-Top 100 highest compensated employees will settle on the first, second, and third anniversary dates of grant. Vesting and subsequent settlement will generally occur based upon employment at the end of each specified service period.

Salary Stock

In November 2009 we initiated a salary stock program for certain global executives under the GMSSP whereby a portion of each participant's total annual compensation was accrued and converted to RSUs at each salary payment date. Beginning in 2010 a portion of each participant's salary accrued on each salary payment date converted to RSUs on a quarterly basis. Our policy is to issue new shares upon settlement of these awards.

The following table summarizes our RSU activity under the 2009 GMLTIP and GMSSP in the nine months ended September 30, 2011 (RSUs in millions):


	Shares			Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Term
RSUs outstanding at January 1, 2011		17.2		$	19.03
Granted		6.5		$	33.05
Settled		(0.7	)	$	18.32
Forfeited or expired		(0.9	)	$	21.42

RSUs outstanding at September 30, 2011		22.1		$	23.10		1.4

RSUs unvested and expected to vest at September 30, 2011		14.5		$	23.53		1.7

RSUs vested and payable at September 30, 2011		7.0		$	22.04

At September 30, 2011 the total unrecognized compensation expense for nonvested equity awards granted under the 2009 GMLTIP was $312 million. This expense is expected to be recorded over a weighted-average period of 1.7 years.

In the three and nine months ended September 30, 2011 total payments for 28,000 and 428,000 RSUs settled under the GMSSP was $1 million and $14 million. In the three and nine months ended September 30, 2010 total payments for 97,000 and 195,000 RSUs settled under the GMSSP was $2 million and $4 million.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

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-Section 50
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+ Details

Transactions With Ally Financial

9 Months Ended

Sep. 30, 2011

Transactions With Ally Financial

Transactions With Ally Financial

Note 24. Transactions with Ally Financial

Automotive

The following tables summarize the financial statement effects of and maximum obligations under agreements with Ally Financial (dollars in millions):


	September 30, 2011			December 31, 2010
Operating lease residuals
Residual support (a)
Liabilities (receivables) recorded	$	(23	)	$	(24	)
Maximum obligation	$	95		$	523
Risk sharing (a)
Liabilities recorded	$	87		$	269
Maximum obligation	$	157		$	692
Vehicle repurchase obligations (b)
Maximum obligations	$	19,374		$	18,807
Fair value of guarantee	$	17		$	21

(a)	In the nine months ended September 30, 2011 and 2010 favorable adjustments to our residual support and risk sharing liabilities of $443 million and $555 million were recorded in the U.S. due to increases in estimated residual values.

(b)

The maximum potential amount of future payments required to be made to Ally Financial under this guarantee is based on the repurchase value of total eligible vehicles financed by Ally Financial in dealer stock. If vehicles are required to be repurchased under this arrangement, the total exposure would be reduced to the extent vehicles are able to be resold.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Marketing incentives and operating lease residual payments (a)	$	192	$	282	$	1,162	$	793
Exclusivity fee income	$	25	$	25	$	71	$	75
Royalty income	$	3	$	4	$	11	$	11

(a)	Payments to Ally Financial related to U.S. marketing incentive and operating lease residual programs. Excludes payments to Ally Financial related to the contractual exposure limit.

Balance Sheet

The following table summarizes the balance sheet effects of transactions with Ally Financial (dollars in millions):


	September 30, 2011		December 31, 2010
Assets
Accounts and notes receivable, net (a)	$	364	$	290
Other assets (b)			$	26
Liabilities
Accounts payable (c)	$	114	$	168
Short-term debt and current portion of long-term debt (d)	$	1,134	$	1,043
Accrued liabilities and other liabilities (e)	$	576	$	1,167
Long-term debt (f)	$	9	$	43
Other non-current liabilities (g)	$	33	$	84

(a)	Primarily represents wholesale settlements due from Ally Financial and receivables for exclusivity fees and royalties.

(b)	Represents distributions due from Ally Financial on our investments in Ally Financial preferred stock.

(c)	Primarily represents amounts billed to us and payable related to incentive programs.

(d)

Represents wholesale financing, sales of receivable transactions and the short-term portion of term loans provided to certain dealerships which we own or in which we have an equity interest. It includes borrowing arrangements with various foreign locations and arrangements related to Ally Financial's funding of company-owned vehicles, rental car vehicles awaiting sale at auction and funding of the sale of vehicles to which title is retained while the vehicles are consigned to Ally Financial or dealers, primarily in the United Kingdom. Financing remains outstanding until the title is transferred to the dealers.

(e)

Primarily represents accruals for marketing incentives on vehicles which are sold, or anticipated to be sold, to customers or dealers and financed by Ally Financial in North America. This includes the estimated amount of residual support accrued under the residual support and risk sharing programs, rate support under the interest rate support programs, operating lease and finance receivable capitalized cost reduction incentives paid to Ally Financial to reduce the capitalized cost in automotive lease contracts and retail automotive contracts, and amounts owed under lease pull-ahead programs. In addition it includes interest accrued on the transactions in (d) above.

(f)	Primarily represents the long-term portion of term loans from Ally Financial to certain consolidated dealerships.

(g)	Primarily represents long-term portion of liabilities for marketing incentives on vehicles financed by Ally Financial.

Statement of Operations

The following table summarizes the income statement effects of transactions with Ally Financial (dollars in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Total net sales and revenue (reduction) (a)	$	(335	)	$	(427	)	$	(952	)	$	(638	)
Automotive cost of sales and other automotive expenses (b)	$	4		$	3		$	12		$	32
Interest income and other non-operating income, net (c)	$	30		$	56		$	115		$	172
Automotive interest expense (d)	$	16		$	56		$	53		$	174
Servicing expense (e)	$	—		$	—		$	—		$	2

(a)

Primarily represents the reduction in Total net sales and revenue for marketing incentives on vehicles which were sold, or anticipated to be sold, to customers or dealers and financed by Ally Financial. This includes the estimated amount of residual support accrued under residual support and risk sharing programs, rate support under the interest rate support programs, operating lease and finance receivable capitalized cost reduction incentives paid to Ally Financial to reduce the capitalized cost in automotive lease contracts and retail automotive contracts, and costs under lease pull-ahead programs. This amount is offset by net sales for vehicles sold to Ally Financial for employee and governmental lease programs and third party resale purposes.

(b)	Primarily represents cost of sales on the sale of vehicles to Ally Financial for employee and governmental lease programs and third party resale purposes. Also includes miscellaneous expenses on services performed by Ally Financial.

(c)

Represents income on investments in Ally Financial preferred stock (through March 31, 2011), exclusivity fees, royalties and reimbursements by Ally Financial for certain services provided to Ally Financial. Included in this amount is rental income related to Ally Financial's primary executive and administrative offices located in the Renaissance Center in Detroit, Michigan. The lease agreement expires in November 2016.

(d)	Represents interest incurred on notes payable and wholesale settlements.

(e)	Represents servicing fees paid to Ally Financial on certain automotive retail leases.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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+ Details

Segment Reporting

9 Months Ended

Sep. 30, 2011

Segment Reporting

Segment Reporting

Note 25. Segment Reporting

Consolidated

We design, build and sell cars, trucks and parts worldwide. We also conduct finance operations through GM Financial. We analyze the results of our business through our five segments: GMNA, GME, GMIO, GMSA and GM Financial. Each segment has a manager responsible for executing our strategies. Our automotive manufacturing operations are integrated within the segments, benefit from broad-based trade agreements and are subject to regulatory requirements, such as Corporate Average Fuel Economy (CAFE) regulations. While not all vehicles within a segment are individually profitable on a fully loaded cost basis, those vehicles are needed in our product mix in order to attract customers to dealer showrooms and to maintain sales volumes for other, more profitable vehicles. Because of these factors, we do not manage our business on an individual brand or vehicle basis. The chief operating decision maker evaluates the operating results and performance of our automotive segments through Income (loss) before interest and income taxes and evaluates GM Financial through Income (loss) before income taxes.

Substantially all of the cars, trucks and 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 and trucks are also sold to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Sales to fleet customers are completed through the network of dealers and in some cases sold directly to fleet customers. Retail and fleet customers can obtain a wide range of aftersale vehicle services and products through the dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.

GMNA primarily meets the demands of our customers in North America with vehicles developed, manufactured and/or marketed under the following four brands:


• Buick		• Cadillac		• Chevrolet		• GMC

The demands of our customers outside of North America are primarily met with vehicles developed, manufactured and/or marketed under the following brands:


• Buick	• Chevrolet	• GMC	• Opel
• Cadillac	• Daewoo	• Holden	• Vauxhall

At September 30, 2011 we also had equity ownership stakes directly or indirectly in entities through various regional subsidiaries, including GM Korea, SGM, SGMW, FAW-GM and HKJV. These companies design, manufacture and market vehicles under the following brands:


• Alpheon	• Buick	• Chevrolet	• Jiefang
• Baojun	• Cadillac	• Daewoo	• Wuling

Nonsegment operations are classified as Corporate. Corporate includes investments in Ally Financial, certain centrally recorded income and costs, such as interest, income taxes and corporate expenditures and certain nonsegment specific revenues and expenses.

All intersegment balances and transactions have been eliminated in consolidation.

The following tables summarize key financial information by segment (dollars in millions):


	GMNA		GME			GMIO		GMSA			Corporate			Eliminations			Total Automotive		GM Financial		Eliminations			Total
At and For the Three Months Ended September 30, 2011
Sales
External customers	$	21,002	$	5,813		$	5,140	$	4,353		$	20		$	—		$	36,328	$	—	$	—		$	36,328
GM Financial revenue		—		—			—		—			—			—			—		391		—			391
Intersegment		882		338			1,154		65			—			(2,439	)		—		—		—			—

Total net sales and revenue	$	21,884	$	6,151		$	6,294	$	4,418		$	20		$	(2,439	)	$	36,328	$	391	$	—		$	36,719

Income (loss) before automotive interest and income taxes	$	2,195	$	(292	)	$	365	$	(44	)	$	(183	)	$	(16	)	$	2,025	$	178	$	—		$	2,203

Corporate interest income												112								—					112
Automotive interest expense												101								—					101

Income (loss) before income taxes											$	(172	)						$	178					2,214

Income tax expense (benefit)																									107

Net income attributable to stockholders																								$	2,107

Equity in net assets of nonconsolidated affiliates	$	59	$	50		$	7,424	$	1		$	—		$	—		$	7,534	$	—	$	—		$	7,534
Total assets	$	82,018	$	17,181		$	20,790	$	12,442		$	42,715		$	(38,729	)	$	136,417	$	12,369	$	(289	)	$	148,497
Depreciation, amortization and impairment of long- lived assets and finite-lived intangible assets	$	882	$	329		$	115	$	110		$	11		$	—		$	1,447	$	24	$	—		$	1,471
Equity income, net of tax and gain on disposal of investments	$	1	$	—		$	376	$	—		$	—		$	—		$	377	$	—	$	—		$	377
Significant non-cash charges
Impairment charges related to product specific tooling assets	$	16	$	—		$	1	$	1		$	—		$	—		$	18	$	—	$	—		$	18
Impairment charges related to vehicles leased to rental car companies		1		12			—		—			—			—			13		—		—			13

Total significant non-cash charges	$	17	$	12		$	1	$	1		$	—		$	—		$	31	$	—	$	—		$	31


	GMNA		GME			GMIO		GMSA		Corporate			Eliminations			Total Automotive		GM Financial		Eliminations		Total
For the Nine Months Ended September 30, 2011
Sales
External customers	$	64,382	$	19,203		$	15,137	$	12,498	$	50		$	—		$	111,270	$	—	$	—	$	111,270
GM Financial revenue		—		—			—		—		—			—			—		1,016		—		1,016
Intersegment		2,740		1,277			3,200		179		—			(7,396	)		—		—		—		—

Total net sales and revenue	$	67,122	$	20,480		$	18,337	$	12,677	$	50		$	(7,396	)	$	111,270	$	1,016	$	—	$	112,286

Income (loss) before automotive interest and income taxes (a)	$	7,342	$	(580	)	$	1,418	$	103	$	(2	)	$	(43	)	$	8,238	$	452	$	—	$	8,690

Corporate interest income											363								—				363
Automotive interest expense											405								—				405

Income (loss) before income taxes										$	(44	)						$	452				8,648

Income tax expense (benefit)																							183

Net income attributable to stockholders																						$	8,465

Expenditures for property	$	2,209	$	676		$	649	$	518	$	22		$	(9	)	$	4,065	$	6	$	—	$	4,071
Depreciation, amortization and impairment of long- lived assets and finite-lived intangible assets	$	2,849	$	1,043		$	354	$	341	$	37		$	—		$	4,624	$	57	$	—	$	4,681
Equity income, net of tax and gain on disposal of investments (a)	$	1,733	$	—		$	1,170	$	—	$	—		$	—		$	2,903	$	—	$	—	$	2,903
Significant non-cash charges
Impairment charges related to product-specific tooling assets	$	56	$	—		$	3	$	3	$	—		$	—		$	62	$	—	$	—	$	62
Impairment charges related to vehicles leased to rental car companies		61		65			—		—		—			—			126		—		—		126
Impairment charges related to goodwill		—		395			—		—		—			—			395		—		—		395
Impairment charges related to investment in HKJV		—		—			39		—		—			—			39		—		—		39

Total significant non-cash charges	$	117	$	460		$	42	$	3	$	—		$	—		$	622	$	—	$	—	$	622

(a)	Includes a gain of $1.6 billion recorded on the sale of our New Delphi Class A Membership Interests. Refer to Note 8 for additional information on the sale of New Delphi.


	GMNA		GME			GMIO		GMSA			Corporate			Eliminations			Total Automotive
For the Three Months Ended September 30, 2010
Sales
External customers	$	20,676	$	5,380		$	4,097	$	3,874		$	33		$	—		$	34,060
Intersegment		817		277			1,004		122			—			(2,220	)		—

Total net sales and revenue	$	21,493	$	5,657		$	5,101	$	3,996		$	33		$	(2,220	)	$	34,060

Income (loss) before interest and income taxes	$	2,125	$	(559	)	$	516	$	163		$	75		$	(45	)	$	2,275

Corporate interest income												125						125
Automotive interest expense												263						263

Income (loss) before income taxes											$	(63	)					2,137

Income tax expense (benefit)																		(25	)

Net income attributable to stockholders																	$	2,162

Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets	$	1,161	$	357		$	95	$	110		$	15		$	—		$	1,738
Equity income, net of tax and gain on disposal of investments	$	22	$	—		$	328	$	—		$	1		$	—		$	351
Significant non-cash charges
Impairment charges related to product-specific tooling assets	$	140	$	—		$	6	$	—		$	—		$	—		$	146
Impairment charges related to equipment on operating leases		—		17			—		—			—			—			17

Total significant non-cash charges	$	140	$	17		$	6	$	—		$	—		$	—		$	163


	GMNA		GME			GMIO		GMSA			Corporate			Eliminations			Total Automotive
For the Nine Months Ended September 30, 2010
Sales
External customers	$	58,641	$	16,537		$	12,747	$	10,675		$	110		$	—		$	98,710
Intersegment		2,404		625			2,670		253			—			(5,952	)		—

Total net sales and revenue	$	61,045	$	17,162		$	15,417	$	10,928		$	110		$	(5,952	)	$	98,710

Income (loss) before interest and income taxes	$	4,935	$	(1,196	)	$	1,928	$	623		$	(65	)	$	(93	)	$	6,132

Corporate interest income												329						329
Automotive interest expense												850						850

Income (loss) before income taxes											$	(586	)					5,611

Income tax expense (benefit)																		845

Net income attributable to stockholders																	$	4,766

Expenditures for property	$	1,884	$	481		$	480	$	234		$	33		$	—		$	3,112
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets	$	3,384	$	1,101		$	254	$	371		$	81		$	—		$	5,191
Equity income (loss), net of tax and gain on disposal of investments	$	97	$	11		$	1,058	$	(3	)	$	2		$	—		$	1,165
Significant non-cash charges
Impairment charges related to product-specific tooling assets	$	188	$	—		$	6	$	—		$	—		$	—		$	194
Impairment charges related to equipment on operating leases		—		32			—		—			—			—			32

Total significant non-cash charges	$	188	$	32		$	6	$	—		$	—		$	—		$	226

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details