GMGeneral Motors

We note that your tabular disclosures of segment information beginning on page 101 include columns for each of the reportable segments, as well as columns for “Corporate” and "Eliminations/Reclassifications", which are added to arrive at a “Total” column. This presentation appears to result in a total Earnings (loss) before interest and taxes - adjusted amount, inclusive of Corporate.

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Please revise to reconcile the total of the reportable segments’ measures of profit or loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b). In this regard, the reconciliation should include a single amount for the subtotal of the reportable segments’ measures of profit or loss with a reconciliation of that amount to consolidated income before income taxes. Similarly, please revise to reconcile other totals of reportable segments’ amounts, such as revenues, assets, and depreciation and amortization, to the corresponding consolidated amounts as required by ASC 280-10-50-30. We also note that the “Corporate” column includes amounts, such as net sales 2. and revenue, segment expenses and other items, adjustments, and earnings (loss) before interest and taxes - adjusted. ASC 280-10-50-15 requires information about other business activities and operating segments that are not reportable to be combined and disclosed in an all other category separate from other reconciling items in the reconciliations required by ASC 280-10-50-30 through 50-31. Please revise your disclosures accordingly. Please provide us with your proposed revised disclosure. See also ASC 280-10-55-48. 3. Please explain to us why you believe it is appropriate to include the subtotal “Total Automotive” in your table of key financial information by segment. In this regard, it does not appear that Total Automotive is a reportable segment, and disclosing a profitability measure for a subset of the reportable segments and amounts in the "Corporate" column does not appear to be considered in ASC 280-10-50-22 or 50-30. Please advise or revise your disclosure accordingly. 4. We note your presentation of the “Segment expenses and other items” and “Adjustments” line items in arriving at “Earnings (loss) before interest and taxes – adjusted.” Please tell us whether any of these amounts represent significant segment expenses disclosed pursuant to ASC 280-10-50-26A, or, if they are other segment items pursuant to ASC 280-10-50-26B, why they have been presented separately. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

to the Staff’s comment, we propose adding a footnote to our table in future filings that discloses the total reportable segment amounts for Net sales and revenue, Earnings (loss) before interest and taxes–adjusted, and Total assets as opposed to revising our current tabular format. We would include totals for other reportable segments’ amounts being disclosed (e.g., Expenditures for property, Depreciation and amortization, etc.) if the reconciling amounts are other than minor.

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The inclusion in future filings of the totals in a footnote would clarify the amounts needed for the reconciliations required by ASC

280-10-50-30. Refer to an illustrative example in the Exhibit attached hereto.

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We note your responses to prior comments one through three. ASC 280-10-50-22, 25, and 26A through 26C require disclosure of certain amounts for each reportable segment, and ASC 280-10-50-30 requires reconciliations from totals of certain reportable segments’ amounts to consolidated amounts.

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Your tabular disclosure of segment information includes certain amounts for Corporate, Total Automotive, and the consolidated entity that are not required by ASC 280 and should be removed from your Segment Reporting footnote. For example, because Total Automotive is not a reportable segment, disclosure of “Earnings (loss) before interest and taxes – adjusted” for Total Automotive is not required by ASC 280-10-50-22. Similarly, the amount of other segment items disclosed for Total Automotive is not required by ASC 280-10-50-26B. Please revise your footnote to: • Reconcile the total of the reportable segments’ measures of segment profit or loss to consolidated income before taxes as required by ASC 280-10-50-30(b). Similarly, revise to reconcile other totals of reportable segments’ amounts, such as revenues, assets, and depreciation and amortization, to the corresponding consolidated amounts as required by ASC 280-10-50-30. Include amounts in the Eliminations or Eliminations/Reclassifications columns as part of these reconciliations. See ASC 280-10-50-31. See also ASC 280-10-55-48; • Include amounts attributable to “Corporate” separately from other reconciling items when reconciling from total reportable segment amounts to consolidated amounts, rather than as currently presented in a separate column. See ASC 28010-50-15; • Remove the Total Automotive column; and • Ensure your resulting disclosure does not present consolidated amounts of the measure of segment profit or loss and other segment items as currently reflected in the Total column.

to the Staff’s comment, in future filings we will align our Segments footnote to the presentation as described above for all periods presented. An illustrative example of this presentation is included in the Exhibit attached hereto. Read in the reply ↗

We note your discussion of non-GAAP financial measures at the beginning of your MD&A before any discussion of the comparable GAAP measures. Please revise future filings to present and discuss the directly comparable GAAP measures with equal or greater prominence than the non-GAAP measures.

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Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Your Form 8-K earnings releases should be similarly revised.

to the Staff’s comment, we will ensure that the Company’s disclosures in future filings with the Commission (including any documents furnished therewith) will present and discuss the directly comparable GAAP measures with equal or greater prominence to any non-GAAP financial measures. Specifically, within the Form 10-K, we will place the “Non-GAAP Measures” subsection of the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” (“MD&A”) after the “Critical Accounting Estimates” subsection but before the “Forward-Looking Statements” subsection of

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the Company’s MD&A. Similarly, in the Company’s earnings release, we will move the discussion of non-GAAP measures to follow the cash flow information.

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We note that you separately present and discuss operating, investing, and financing cash flows at the Automotive, GM Financial, and Cruise segment levels without a corresponding discussion at the consolidated level. Please tell us how your presentation complies with the requirement of Item 303(b) of Regulation S-K to discuss your business as a whole with segment information provided as necessary.

Our current Liquidity and Capital Resources discussion focuses on Automotive cash flows, GM Cruise cash flows and General Motors Financial

Company, Inc. (“GM Financial”) cash flows because cash flows from these components of our operations are the key drivers of our consolidated cash flow results as a whole. This presentation aligns with the fact that the Company’s

Automotive operations, GM Cruise and GM Financial operations are fundamentally different businesses.

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Accordingly, we believe investors and analysts primarily focus on these sector cash flow amounts as opposed to the consolidated amounts to understand the Company’s cash flow activity and overall liquidity. We believe that the Company’s current disclosure, which excludes a discussion of the consolidated statement of cash flow amounts, represents a clearer and more concise presentation and discussion of the key drivers of the Company’s overall cash flows and liquidity for investors and is consistent with how the users of the Company’s financial statements assess its results. We further believe the addition of consolidated information will not benefit the users of the Company’s financial statements as it will not provide additional insight into the key drivers of the Company’s consolidated cash flow results or its overall liquidity. Rather, the discussion on a consolidated basis will be repetitive of the information already provided on a sector basis, and we believe the inclusion of the consolidated information may obscure the more granular information provided on a sector basis. In addition, we believe adequate disclosure exists throughout the filing pertaining to the inter-sector activities, including the disclosure of outstanding balances at period end between the sectors. We also provide the following disclosure in the

Liquidity and Capital Resources section of the MD&A to provide users of our quarterly and annual financial reports with a clear understanding of the impact of inter-sector activity on our consolidated cash flows:

Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM

Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise. The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

As such, we respectfully advise the Staff that we do not believe any revisions are warranted in response to its comment.

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Please tell us the nature of all items included within the "Purchases of finance receivables, net" and "Purchase of leased vehicles, net" line items and identify the parties from which you purchase the applicable assets. In doing so, clarify if the balances include any material offsetting amounts and how you determined net presentation was appropriate.

to the Staff’s comment, in future filings we will revise the line items to remove the word “net” to provide better clarity to the reader of our financial statements. The Company provides automotive financing services through GM Financial, our global provider of automobile finance solutions. GM Financial provides retail loan and lease lending across the credit spectrum to support vehicle sales.

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Dealerships originate the retail loans and leases with the consumers and GM Financial subsequently purchases the retail loans and the vehicles subject to the underlying lease contracts from the dealerships. In conjunction with originating the retail loans or lease contracts, the dealerships collect from the retail consumers the down payments, first month rents on leases and certain fees that are not financed. These amounts are collected and retained by the dealership. Upon acquisition of the retail loans or the vehicles subject to the lease contracts, GM Financial subtracts from the amount paid to the dealerships the amounts already collected by the dealership from the retail consumers (i.e., the fees, lease down payments, and first month rents). Thus, historically, we have referenced the cost to purchase the retail loans and vehicles subject to the lease contracts as being

“net”. However, the dealerships do not remit to GM Financial the amounts collected upfront from the retail consumer and GM Financial only remits a single amount to the dealerships at the time of acquisition. In addition, a portion of the payment to the dealership is applied to the sales incentive (i.e., “subvention”) that is accrued by the Company’s automotive segment at the time of the vehicle sale. Applying a portion of the payment to the sales incentive accrued at the time of sales has historically been referred to as “netting” the subvention payment against the cost of purchasing the retail loans and vehicles subject to the lease contracts. However, no “netting” is occurring; rather, the payment is being bifurcated into the amount paid to acquire the retail loans or vehicles subject to the lease contracts and the sales incentives accrued when the vehicles were sold. Because the dealerships do not remit the amounts they collect upon origination of the retail loans or lease contracts, no offsetting is occurring within the “Purchases of finance receivables, net” and “Purchases of leased vehicles, net” line items within the Company’s Consolidated

Statements of Cash Flows.

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We note your revenue recognition disclosures related to remarketing obligations at the top of page 58. Please explain to us the specific nature of the arrangements and transactions involved and the specific accounting guidance followed, including how you applied or considered the repurchase agreement guidance in ASC 606-10-55-66 through -78.

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In doing so, clarify if you account for any arrangements with daily rental companies as leases or financing arrangements due to repurchase agreements and provide us with illustrative journal entries to assist our understanding.

None of our vehicle transfers to rental car companies are accounted for as operating leases under ASC 606 because none of the Company’s contracts with the rental car companies contain provisions whereby ownership of the vehicle automatically transfers to the Company at the time the vehicles are delivered by the rental car companies to the auction site. Instead, the Company’s contracts with the rental car companies that include a repurchase feature have only a conditional repurchase obligation.

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Under these arrangements, if a vehicle delivered to the auction site by the rental car company sells within 90 days (or 120 days in certain markets), the Company’s repurchase obligation is not exercised, and ownership never reverts to the Company. We administer the remarketing of the Company’s rental car programs such that substantially all rental car vehicles delivered to the auction site are sold before ownership transfers back to the Company. As such, we view the conditional repurchase obligation to be non-substantive.

Since implementing certain administrative changes to the Company’s remarketing procedures in 2017, ownership of the vehicles returned for auction in the U.S., which is the Company’s largest market, has transferred back to the Company typically less than 5 percent of the time. Return rates in other relevant markets are even lower. Over this timeframe, the percentage of vehicles whose ownership transferred back to the Company has never exceeded ten percent.

The accounting conclusions related to conditional repurchases from rental car companies was the subject of a preclearance submission with the

SEC’s Office of the Chief Accountant resulting in a confirming letter dated March 3, 2017. As stated in our preclearance submission, if we observe a demonstrated pattern that creates the expectation that more than 90 percent of vehicles transferred to the rental car companies will sell prior to ownership transferring back to the Company, we deem the repurchase option to be non-substantive and the original transfer is accounted for as a sale. Since January 1, 2018, which was the date the Company’s administrative remarketing procedures in 2017 demonstrated that the conditional repurchase obligation was not substantive and transfers to rental car companies with conditional repurchase features began to be accounted for as sales, we believe the Company’s remarketing experience has demonstrated that the conditional repurchase feature is non-substantive. Thus, the

Company accounts for all transfers to rental car companies with conditional repurchase features as sales.

In accordance with the terms of the Company’s agreements with the rental car companies that contain a guaranteed resale price, the rental car companies can choose to deliver vehicles to an auction location any time after a predetermined minimum in-service period (typically five to six months) and before the maximum in-service period (typically twelve months from the date of purchase). Under the agreements with these rental car companies, the Company is required to remarket the vehicle on behalf of the rental car company and pay the rental car company the difference between the auction proceeds and the guaranteed resale price. The auction companies are contracted by the Company, and the Company has the authority to oversee or manage all aspects of the remarketing process. The remarketing process used to remarket vehicles for the rental car companies is also used to sell GM corporate-owned vehicles

(i.e., vehicles provided to employees), as well as vehicles that are returned off lease at GM Financial. Most of the vehicles are ultimately sold to GM dealers.

The rental car companies pay GM the full purchase price for the vehicles at the time they are transferred. Under the terms of the agreements, both the vehicle and the remarketing services represent separate performance obligations in accordance with the guidance of paragraphs

606-10-25-14 through 25-22. The guaranteed resale price meets the definition of a guarantee. Because guarantees are specifically scoped out of ASC 606, the guaranteed resale price is accounted for in accordance with ASC 460, as described by paragraph BC61 to ASC 606, with part of the transaction price being allocated to the guarantee at inception of the arrangement. The following are a summary of the entries recorded to account for the transfer of a vehicle to a rental car company and the subsequent remarketing of the vehicle:

Transfer of Vehicle to the Rental Car Company

To record the transfer of a vehicle as a sale:

Accounts receivable/cash

$

XX

To record GM’s ongoing obligations (including its guaranteed resale obligation):

Deferred revenue – remarketing obligation

Residual value guarantee

To record the estimated loss on the guaranteed residual value (i.e., the ASC 450 obligation for the guarantee, which is the difference between the guaranteed resale price and the estimated residual value of the vehicle at the time it is delivered to the auction):

Revenue – loss on guaranteed residual value

Guarantee resale price payable

To record cost of goods sold:

Cost of goods sold

Inventory

Period Vehicle is Used by the Rental Car Company

To record updates to the residual value guarantee loss (if necessary):

Note: The guarantee resale price payable is adjusted to reflect the difference between the guaranteed resale price and the updated estimated residual value of the vehicle at the time it is delivered to the auction site at each period end.

Remarketing of the Vehicle by GM

Vehicle is returned to an auction site:

No accounting because the vehicle is not owned by GM and the auction house pays the rental car company the residual value when vehicle sells at auction.

To settle the guarantee resale price payable upon remarketing:

Payable to rental car company/cash

Note: The fair value of the residual value guarantee on day-one is maintained and released upon completion of the remarketing process to represent GM’s release from its ongoing stand-ready obligation.

To record revenue upon remarketing the vehicle:

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As required by ASC 330-10-50-1, please disclose the basis of stating inventories, such as FIFO, LIFO or estimated average cost. If LIFO or estimated average cost per unit is used, provide the additional disclosures required by Rule 5-02(6)(b)-(c) of Regulation S-X.

to the Staff’s comment, we will disclose in future filings that cost is determined on a first-in, first-out (“FIFO”) basis.

Stock Incentive Plans, Read in the reply ↗

We note your disclosure that compensation cost is "recorded on stock issued to settle awards based on the fair value of Cruise's common stock until such time that the stock has been issued for more than six months." Please clarify what this statement means and how it complies with ASC 718.

Once shares are issued to settle vested awards, the holders of the Cruise Class B Common Shares (“shares”) issued to settle vested non-option awards can tender their shares during quarterly tender offers. We refer the Staff to Note 22. Stock Incentive Plans, page 93, for additional information on our Cruise Stock Incentive Awards and the intent to hold quarterly tender offers. Paragraph 718-10-25-9 indicates a share must be held for a period of six months or more for the shareholder to bear the risks and rewards normally associated with equity ownership.

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The lack of a required six-month holding period (i.e., the ability for immature shares to be put back to the

Company in a tender offer) results in the awards and shares issued upon settlement being liability classified. Paragraph

718-30-35-1 indicates “[t]he fair value of liabilities incurred in share-based payment transactions shall be remeasured at the end of each reporting period through settlement.” As such, the Company continues to record compensation expense associated with the change in the fair value of the shares issued to settle the awards until such time that the shares have been outstanding for six months. Once the shares have been outstanding for six months, the criteria in paragraph 718-10-25-9 are no longer met and the shares are reclassified to temporary equity. Once the shares have been reclassified to temporary equity, recognition of compensation costs ceases because the Company conducts its routine tenders at the current fair value of the shares.

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ASC 606-10-50-4(a) requires entities to disclose the amount of revenue recognized from contracts with customers under ASC 606 separately from other sources of revenues. Please revise your disclosures, as necessary, to provide distinctions between ASC 606 and non-ASC 606 revenues.

We respectfully advise the Staff that we do not believe any revisions are warranted in response to its comment. The amounts disclosed for

“Vehicle, parts and accessories” and “Used vehicles” are accounted for in accordance with ASC 606. The amounts disclosed for “Leased vehicle income” are accounted for in accordance with ASC 842. The amounts disclosed for “Finance charge income” are accounted for in accordance with ASC 310. The accounting policies applied to these line items are further described in Note 2.

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Significant Accounting Policies of the Company’s Consolidated Financial

Statements.

The “Services and other” caption and the “Other income” amount for GM

Financial contain certain revenue streams that are not accounted for in accordance with ASC 606. Such amounts represent in total less than one percent of the Company’s consolidated revenues and represent income streams that are not core to the

Company’s operations. Because the amounts not recognized under ASC 606 in these two captions are insignificant, with the majority of the amounts disclosed in these captions being subject to ASC 606, we do not believe further disaggregation is warranted. We will continue to monitor our non-ASC 606 revenue amounts and will revise our disclosures accordingly should these amounts become significant.

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We note your response to comment 2 and continue to believe that discussion of your cash flows at the consolidated level should be provided pursuant to Item 303(b) of Regulation S-K. Please tell us how you will revise your disclosures in future filings.

to the Staff’s comment, in future filings we will provide quantitative disclosure of the consolidating adjustments made to our segment cash flows (i.e., Automotive cash flows, GM Cruise cash flows and General Motors Financial Company, Inc. (“GM Financial”) cash flows) to allow readers of the filings to arrive at the Company’s consolidated cash flow amounts. Read in the reply ↗

We note from your response to comment 4 that none of your vehicle transfers to rental car companies are accounted for as leases, which appears to be a change from the conclusions reached at the time of the 2017 Office of the Chief Account preclearance referenced in your response. Please explain to us in further detail how you determined none of your rental car company transfers currently qualify as leases.

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In doing so, expand on the "administrative changes...to the remarking procedures" made during and since 2017, including any material revisions to your remarketing programs, and the reasons for the significant decline in percentage of vehicles transferred back to the company from rental car companies.

As outlined in our preclearance submission with the SEC’s Office of the Chief Accountant dated September 9, 2016, that resulted in a confirming letter dated March 3, 2017, our arrangements with rental car companies either do not contain a guaranteed resale price (“risk sales”) or do contain a guaranteed resale price. At that time, the arrangements containing a guaranteed resale price came in one of two forms, referred to as Program 1 or Program 2.

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The primary difference between Program 1 and Program 2 relates to whether GM obtains contractual ownership of the vehicle as part of the remarketing process. Under Program 1, contractual ownership transfers to GM immediately upon delivery of the vehicles to the auction sites by the rental car companies. Under Program 2, contractual ownership would transfer to GM only if a vehicle delivered to the auction site by the rental car companies does not sell within 90 days (or 120 days in certain markets). After our preclearance submission, Program 1 was phased out such that currently only risk sales or Program 2 arrangements exist within our contracts with rental car companies.

Prior to 2017, the Company managed its remarketing activities on a pooled basis whereby it did not differentiate between the source of the vehicles being remarketed. As such, vehicles returned under Program 2 were not differentiated from other vehicles being remarketed (e.g., GM corporate-owned vehicles provided to employees and vehicles that were returned off lease to GM Financial). Furthermore, the vehicles subject to Program 2 were not being remarketed on a first-in, first-out basis with regard to other vehicles being remarketed at the same time. In 2017, the Company changed its practices such that vehicles subject to Program 2 are identified and tracked throughout the remarketing process to ensure they are sold before ownership reverts to GM. Since implementing these practices to monitor and track vehicles subject to Program 2 throughout the remarketing process, substantially all of the vehicles have been sold prior to ownership reverting to GM. As such, given that Program

1 has been phased out and the conditional repurchase obligation under Program 2 is not substantive, we are accounting for all transactions with rental car companies as sales.

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Please tell us your consideration of the qualitative disclosures required by ASC 842-3050-3a and 3b.

Both the Company’s and GM Financial’s leasing activities, as lessor, are insignificant other than GM Financial’s investments in leased vehicles, which are accounted for as operating leases. GM Financial’s leased vehicle contracts are discrete arrangements with the lessee and any nonlease products or services acquired by the lessee at lease origination (e.g., excess wear and tear insurance, extended warranty/maintenance contracts, etc.) are purchased by the lessee from third parties and thus are not associated with GM Financial’s vehicle leasing activities.

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Because the Company’s lessor-related leasing activities are distinct and not embedded in other arrangements, determining whether a lease exists or how to separate a lease component from a nonlease component does not require management judgment.

The accounting policies for our leased vehicle portfolio are disclosed in the “Automotive Financing - GM Financial” and “Equipment on Operating Leases” subsections of Note 2 to the Company’s Consolidated Financial Statements. The Company believes the disclosures contained therein reasonably provide a general description of our equipment on operating lease activity, as required by paragraph 842-30-50-3.a(1), and information about the most significant assumption associated with this activity, as required by paragraph 842-30-50-3.b, which is the residual risk associated with the leased vehicle. Lease payments are generally fixed, and variable lease payments (e.g., charges arising for excess wear and tear and excess mileage) are accounted for upon expiry of the lease. The accounting for variable lease payments received from lessees upon lease termination is also disclosed in the “Automotive Financing - GM Financial” subsection of Note 2 to the Company’s Consolidated Financial Statements, which states that, “any payments received from lessees upon lease termination, are included in GM Financial interest, operating and other.” Variable lease payments received from lessees upon lease termination are an insignificant component of amounts collected under the terms of a lease.

Based on the above, we believe that the Company’s current disclosures adequately address the qualitative disclosures required by ASC 842-30-50-3a and 3b for all material aspects of our leased vehicle portfolio. However, in considering the Staff's comment, we believe the Company’s current disclosures can be slightly enhanced if GM Financial’s practice of extending a lease (paragraph 842-30-50-3a(3)) were to be disclosed, even though lease extensions are not a material component of the Company’s vehicle leasing activities. We also believe we can more clearly express why the Company is exposed to changes to vehicle residual values by better describing a lessee’s right to purchase the underlying asset (paragraph 842-30-50-3a(4)). As such, the Company will augment its Form 10-K disclosures on a prospective basis to qualitatively describe GM Financial’s lease extension practices and clarify the lessee’s right to purchase the underlying asset. The Company’s existing and planned additional disclosures associated with its leasing activities, as lessor, are as follows (additional planned disclosures in bold, underline):

Automotive Financing - GM Financial Income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as operating lease revenue on a straight-line basis over the term of the lease agreement. Extensions may be granted for up to six months and, if extended, the lessee is responsible for additional monthly payments. Gains or losses realized upon disposition of off-lease assets including any payments received from lessees upon lease termination, are included in GM Financial interest, operating and other.

Equipment on Operating Leases Equipment on operating leases, net consists of vehicle leases to retail customers with lease terms of two to five years and vehicle sales to rental car companies that are expected to be repurchased in an average of seven months. Lessees generally may purchase the leased vehicle at the maturity of the lease by paying the contract residual value determined at time of origination of the lease. Since the lessee is not obligated to purchase the vehicle at the end of the contract, we are exposed to changes in the residual values of these assets. The residual values represent estimates of the values of the leased vehicles at the end of the lease agreements and are determined based on forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is dependent on the future ability to market the vehicles under prevailing market conditions. The estimate of the residual value is evaluated over the life of the arrangement and adjustments may be made to the extent the expected value of the vehicle changes. Adjustments may be in the form of revisions to the depreciation rate or recognition of an impairment charge. A lease vehicle asset group is determined to be impaired if an impairment indicator exists and the expected future cash flows, which include estimated residual values, are lower than the carrying amount of the vehicle asset group. If the carrying amount is considered impaired an impairment charge is recorded for the amount by which the carrying amount exceeds fair value of the vehicle asset group. Fair value is determined primarily using the anticipated cash flows, including estimated residual values. In our automotive operations when a vehicle that is accounted for as a lease is returned the asset is reclassified from Equipment on operating leases, net to Inventories at the lower of cost or net realizable value. Upon disposition, proceeds are recorded in Automotive net sales and revenue and costs are recorded in Automotive and other cost of sales. In our automotive finance operations when a leased vehicle is returned or repossessed the asset is recorded in Other assets at the lower of amortized cost or net realizable value. Upon disposition a gain or loss is recorded in GM Financial interest, operating and other expenses for any difference between the net book value of the leased asset and the proceeds from the disposition of the asset.

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In the third bullet, you highlight your Full-year EBIT-adjusted margin without providing comparable GAAP guidance. When presenting non-GAAP measures in your earnings release, please present the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

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Exhibit 99.2 should be similarly revised.

to the Staff's comment, the Company will ensure that its disclosures in future filings with the Commission (including any documents furnished therewith), beginning with the period ended March 31, 2021, will present GAAP net income margin with equal or greater prominence to non-GAAP EBIT-adjusted margin. Read in the reply ↗

Please revise your reconciliation of EBIT-adjusted on page 3 to begin with the GAAP measure, rather than the non-GAAP measure. Refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

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In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

to the Staff's comment, the Company will ensure, beginning with the period ended March 31, 2021, that when it reconciles non-GAAP EBIT-adjusted to GAAP net income attributable to stockholders in its future disclosures that the reconciliation will begin with GAAP net income attributable to stockholders. Read in the reply ↗

Please consider providing a consolidated table of cash flows provided by (used in) operating, investing and financing activities for each year presented as shown in the statements of cash flows, or a discussion of consolidated amounts.

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In this regard, we note you present separate tables of Automotive cash flows, GM Cruise cash flows, and GM Financial cash flows, without reconciling these individual tables to the consolidated amounts shown in statements of cash flows. Please revise or advise.

Our current Liquidity and Capital Resources discussion focuses on Automotive cash flows, GM Cruise cash flows and GM Financial cash flows because these components of our operations are the key drivers of our consolidated cash flow results. Accordingly, we believe investors and analysts primarily focus on these sector cash flow amounts as opposed to the consolidated amounts to understand our cash flow activity and overall liquidity.

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We believe that our current disclosure, which excludes a consolidated statement of cash flows and a discussion of the consolidated amounts, represents a clearer and more concise presentation of the key drivers of our overall cash flows and liquidity for investors. However, we recognize that our current presentation does not clarify that certain cash flows between the sectors are eliminated on a consolidated basis. As such, in response to the Staff’s comment, we propose to add the following disclosure on a prospective basis prior to our discussion of sector liquidity in “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources”:

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Cash flows occur amongst our Automotive, GM Cruise and GM Financial operations that are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, dividends issued by GM Financial to Automotive and Automotive cash injections in GM Cruise. The presentation of Automotive liquidity, GM Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

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We note equity income from your nonconsolidated affiliates represented approximately 25.3% of your income before income taxes for the year ended December 31, 2018, and more specifically, the equity income from the Automotive China joint ventures represented 23.1% of the pre-tax income.

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Please advise of the consideration given to providing financial statements of your Automotive China equity method joint ventures pursuant to Rule 3-09 of Regulation S-X. In this regard, if any of these joint ventures meet the significance criteria, audited financial statements would be required for fiscal year end December 31, 2018 and unaudited financial statements could be provided for the comparative prior years in which the equity method income was less than 20% of your pre-tax income. Please advise or revise as appropriate.

Note 8. Equity in Net Assets of Nonconsolidated Affiliates (“Note 8”) on page 64 of our 2018 10-K summarizes our direct and indirect ownership interests in our nonconsolidated affiliates, including our China joint ventures (“JVs”). Note 8 also discloses the equity income and additional summarized financial information of our investments in nonconsolidated affiliates. Due to the importance and significance of our China JVs, the summarized financial information of our China JVs is presented separately from our investments in other nonconsolidated affiliates.

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On a quarterly and annual basis, we perform individual significance tests on all of our equity investments listed on page 65 of our 2018 Form 10-K (which includes those equity investments made by our subsidiaries and those made by our equity investees) based on the requirements of Rule 3-09 of Regulation S-X (“S-X 3-09”) (as well as the applicable Staff guidance associated with lower-tier equity investees). None of these individual equity investees exceeded the 20 percent threshold under either the income or investment tests of Rule 1-02(w) of Regulation S-X (“S-X 1-02(w)”). As a result, S-X 3-09 separate annual financial statements of any of our or our subsidiaries’ equity investees or lower-tier equity investees are not required to be included in our 2018 Form 10-K. One of our equity investees, SAIC General Motors Corp., Ltd. (“SGM”), did individually meet an S-X 1-02(w) significance test in 2014 thereby resulting in the inclusion of its financial statements in each of our Form 10-K filings for the fiscal years ended 2014, 2015 and 2016. In 2014, we incurred certain significant charges associated with proceedings related to ignition switch recalls and other matters that contributed to SGM meeting the significance test in 2014. Since 2014, none of our individual investees has exceeded the significance thresholds prescribed in S-X 3-09.

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Please tell us your consideration of disclosing any obligations for returns, refunds and other similar obligations pursuant to ASC 606-10-50-20(d).

We did not include the disclosures outlined in Paragraph 606-10-50-20(d) because returns are not a significant element to our revenue arising from our contracts with our customers. In considering the need for such disclosures, we note that, except for the rental repurchase arrangement described in our response to Question 2, our vehicles sales, service offerings and GM Financial’s product offerings do not typically include a return option. However, our contracts for the sale of parts and accessories generally do provide for a right of return ranging up to 15 months.

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Although our sales of parts and accessories include a return option, the level of estimated returns are not significant such that the disclosures outlined in paragraph 606-10-50-20(d) are warranted. For example, returns in GM North America, our largest operating segment, were 0.36% of its Net sales and revenue in 2017. As such, we did not disclose the methods, inputs and assumptions associated with returns, refunds and other similar obligations in the notes to our financial statements. Nevertheless, in our future filings we will disclose the following in our Significant Accounting Policies: “When our customers have a right to return eligible parts and accessories, we consider the returns in our estimation of the transaction price.”

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We note your disclosure that, beginning January 1, 2018, certain transfers to daily rental companies are accounted for as sales and such transactions were previously accounted for as operating leases. We also note that transfers that occurred prior to January 1, 2018 continue to be accounted for as operating leases.

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Please clarify if this accounting treatment is due to the company’s adoption of ASC 606 and/or the prospective modification of contract terms of such arrangements beginning in 2018. Additionally, tell us the facts and circumstances you considered for these transfers to determine they should be recognized as sales in applying the guidance in ASC 606-10-55-66 through 78. In your response, tell us the amount of sales recognized and the impact to net income for these transactions. Finally, tell us your consideration to disclose significant judgments made for determining which transactions classify as sales versus leases pursuant to ASC 235.

During the three months ended March 31, 2018 transfers to rental car companies that were accounted for sales resulted in $856 million of revenue and $63 million of net income. These amounts were included in the table in Note 1 of our Form 10-Q that summarizes the financial statement line items within our condensed consolidated income statement impacted by ASC 606.

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The Q1 financial impact of transfers to rental car companies is not indicative of our ongoing run rate due to a higher volume of transfers during the three months ended June 30, 2018.

The accounting conclusions related to conditional repurchases from rental car companies was the subject of a preclearance submission with the Office of the Chief Accountant resulting in a confirming letter dated March 3, 2017. As stated in our preclearance submission, certain transfers to rental car companies contain a repurchase agreement that is conditioned upon whether a vehicle delivered to the auction site by the rental car company sells at auction within 90 days. If a delivered vehicle sells within 90 days, the repurchase agreement is not exercised. Thus, if we observe a demonstrated pattern that creates the expectation that > 90 percent of vehicles transferred to the rental car companies will sell within 90 days, we deem the repurchase option to be non-substantive and the original transfer is accounted for as a sale. As part of our preclearance submission, we indicated that historically 30 percent of the vehicles did not sell within 90 days.

Subsequently, we modified the business processes used to administer the remarketing of our rental car programs to meet the 90-day threshold. Upon demonstrating the ability to meet the 90-day threshold throughout 2017, including during the seasonally high return period that occurs during the fourth quarter, we concluded that beginning January 1, 2018 future transfers to rental car companies should be accounted for as sales because the repurchase options are no longer deemed to be substantive. Since implementing the changes to our administrative procedures approximately 98 percent of the vehicles sell within 90 days. Because this is well in excess of the recognized 90 percent threshold for sale recognition, we do not believe disclosures beyond stating, as outlined in Note 1 of our Form 10-Q, that the transactions are accounted for as a sale “when ownership of the vehicle is not expected to transfer back to us” are warranted.

Transfers prior to January 1, 2018 were deemed to occur with a substantive repurchase option given our previous history of 30 percent of vehicles failing to sell in 90 days. Those transfers are accounted for as lease transactions.

Certain contracts with rental car companies that contain different terms than those discussed in the preceding paragraphs continue to be accounted for as operating leases under ASC 606. In such arrangements, the repurchase agreement provisions are exercised automatically at the time the vehicles are delivered by the rental car companies to the auction site such that the repurchase option in those transfers is considered substantive. Thus, under ASC 606, sale accounting is precluded and ASC 606-10-55-72 requires that we account for such transactions as a lease. In this regard, no judgements are necessary to determine lease accounting is appropriate. This accounting is also consistent with the conclusions reached during our SEC Discussions, as well as the accounting generally supported by others in the automotive industry with similar transactions.

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We note your disclosure of core adjusted automotive free cash flow, which appears to exclude charges or liabilities that required cash settlement given that it excludes the free cash flows of your autonomous vehicle operations. Please revise your disclosures to ensure that your non-GAAP liquidity measures do not exclude charges or liabilities that required or will require cash settlement.

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We refer you to Item 10(e)(1)(ii)(A) of Regulation S-K.

During the three months ended March 31, 2018 we reported “Core” adjusted automotive free cash flow. The definition of “Core” excluded our autonomous and ride-sharing businesses and was intended to be comparable with our historic Automotive adjusted free cash flow metric. We intended this non-GAAP metric to provide the reader with a perspective on our free cash flows in a manner consistent with how the business is evolving provided the emergence of our autonomous and other future of mobility businesses. In this regard, on May 31, 2018 we filed a Form 8-K (File No.

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001-34960) announcing the formation of GM Cruise Holdings LLC (“GM Cruise”) and the commitment by a third-party investor to acquire certain equity securities in GM Cruise. We formed GM Cruise to continue GM’s business of developing and commercially deploying autonomous vehicles in a ride-sharing environment. On May 31, 2018, we also announced that GM Cruise will become its own standalone segment beginning in the second quarter of 2018. As a separate segment, the cash flows associated with our autonomous vehicle operations will no longer be part of our automotive free cash flows. Prior periods will be recast to align with the updated presentation which will result in our previously reported “Core” adjusted automotive free cash flow metric for the three-month period ended March 31, 2018 to align with our new segment presentation.

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We note your table on page 33 summarizing total industry retail sales or estimated sales of vehicles and your related competitive position by geographic region. We also note that you provide a breakout of the number of United States vehicles by cars, trucks and crossovers but have not provided this information for any other region.

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Please tell us your consideration to disclose this information for your other geographic regions. In this regard, we note your disclosure that GMI EBIT-Adjusted was impacted by the increased sales of SUVs in the Middle East.

We have traditionally included retail sales by vehicle or vehicle type in our MD&A to provide additional insight into profitability, where it is meaningful. In GMNA, vehicle mix is a greater driver of profitability than other regions because the profitability of trucks in the United Stated (U.S.) is significantly higher than it is in other markets as the U.S. is the primary market for full-size pick-up trucks and full-size SUVs. As disclosed in our Form 10-K, trucks, crossovers and cars have a variable profit of approximately 180%, 55% and 15% in GMNA, on a weighted-average basis.

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Outside of GMNA, vehicle mix is much less of a contributor to overall profitability because other markets and regions outside of GMNA have insignificant full-size truck sales and thus the profitability of trucks is not as divergent as it is in GMNA. For this reason, we have traditionally disclosed vehicle mix for the U.S. only where it is a significant driver of profitably, but not in other regions where the principal drivers of profitability are industry volume and market share, which are discussed in our regional Overviews. More detailed disclosure of vehicle mix in geographic regions other than GMNA would not be meaningful to investors.

As it relates to the Middle East, unlike other global markets, trucks sales do include the sale of full-size pick-up trucks and full-size SUVs. However, in the three months ended March 31, 2018, SUVs sold totaled less than 2% of the total number of vehicles sold in the GMI region (inclusive of the Middle East). Thus, we don’t believe providing a further breakout of the number of vehicles by cars, trucks and crossovers for the GMI region will be beneficial to the users of our financial statements.

Based on the foregoing, we believe our current presentation of Vehicle Sales in MD&A is consistent with the drivers of profitability for GM and consistent with the manner in which the business is evaluated and operated in each region.

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We the references to Excluded Company Nominees. At such time as the participants confirm the identity of such individuals, please update the proxy statement and card accordingly.

No reply letter found.

Refer to the following statements (emphasis added):  “The combined value of the Dividend Shares and the Capital Appreciation Shares leads to significant price appreciation…. Our plan will deliver upside of 24% to 72%.” (soliciting materials filed March 28, 2017, page 12)  “Our plan will unlock between $13 billion and $38 billion of shareholder value through appropriate valuation of GM’s dividend and earnings

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potential.” (soliciting materials filed March 28, 2017, page 13)  “Greenlight estimated the Proposal would result in a value of $46.00 to $48.00 per GM share or more, vs. GM’s share price of $30.71 as of September 14, 2016.” (proxy statement, page 4)  “…he [Greenlight president David Einhorn] arrived at an expected $47.00+ value per current GM share ($1.52 x 12.5x = $19.00 for the Dividend Shares and $4.48 x 6.3x = $28.22+ for the Capital Appreciation Shares).” (proxy statement, page 8)  “…Greenlight emphasized the positive elements of the Two Class Common Stock Proposal. This included substantial value creation, with analysis similar to the +24% to +72% increase in GM’s equity value shown in Greenlight’s March 28, 2017 public presentation.” (proxy statement, page 11) Valuation claims included in proxy materials “is only appropriate and consonant with Rule 14a-9 under the Securities Exchange Act of 1934 when made in good faith and on a reasonable basis and where accompanied by disclosure which facilitates shareholders’ understanding of the basis for and the limitations on the projected realizable values.” Refer to the text accompanying footnote 2 in Exchange Act Release No. 16833 (May 23, 1980). Please revise the proxy statement to provide the appropriate disclosure and provide us with the basis for all such estimates including any assumptions, qualifications or limitations.

No reply letter found.

We note that the filing persons have made statements in their soliciting materials that appear to directly or indirectly impugn the character, integrity or personal reputation of the Company’s management and board of directors, all without adequate factual foundation.

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For example, but without limitation, we note the following statements (emphasis added):  “‘GM is ignoring the significant value unlocked by our Plan, and has concocted a ratings issue by presenting a one‐sided and flawed analysis to the rating agencies,’ stated Director nominee Vinit Sethi. ‘It is clear that the rating agencies relied upon – and were misled by – the Company.’” (soliciting materials filed April 12, 2017)  “…Greenlight believes that GM has embarked on a campaign specifically designed to mischaracterize the Plan and mislead investors and credit rating agencies about its merits.” (soliciting materials filed April 12, 2017)  “Normally, advisors, with otherwise leading reputations in the marketplace, would not be expected to do such a disservice in ‘marketing’ the Proposal to rating agencies, to the extent they were genuinely trying to investigate a positive outcome for the Proposal.” (proxy statement, page 6) Please do not use these or similar statements in the soliciting materials without providing a proper factual foundation for the statements. In addition, as to matters for which the filing persons do have a proper factual foundation, please avoid making statements about those matters that go beyond the scope of what is reasonably supported by the factual foundation. Please note that characterizing a statement as one’s opinion or belief does not eliminate the need to provide a proper factual foundation for the statement; there must be a reasonable basis for each opinion or belief that the filing persons express. Please refer to Note (b) to Rule 14a-9. To the extent the filing persons are unable to provide adequate support, please file appropriate corrective disclosure and refrain from including such statements in future soliciting materials.

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for such opinion or belief. Support for any such opinions or beliefs should be self-evident, disclosed in the soliciting materials or provided to the staff on a supplemental basis with a view toward disclosure.

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Please provide support for the following and revise accordingly (emphasis added):  “GM’s investor base has a suboptimal combination of yield-oriented and valuefocused shareholders with divergent investment objectives.” (soliciting materials filed March 28, 2017, page 3)  “Creating two classes of common stock will unlock GM’s value by forcing the market to appropriately value the dividend and give credit for GM’s earnings potential.” (soliciting materials filed March 28, 2017, page 7)  “Mr. Einhorn responded at the meeting by indicating that GM’s advisors’ analysis took a negative assumption at every turn and compounded the assumptions upon each other with the impact of reaching implausible conclusions.” (proxy statement, page 6)  “GM’s advisors presented the Proposal as a highly leveraging event.” (proxy  “Mr. Einhorn communicated that he would like to keep the lines of communication open between Greenlight and GM even if they have to ‘agree to disagree’ on the value unlock proposed by Greenlight and the fact that it is a winwin, without disrupting any of GM’s strategic and operational goals.” (proxy statement, page 12)

No reply letter found.

While we note the Instructions following Proposal 1, please consider supplementing the instructions to make clear that you are also providing shareholders an opportunity to write the names of any other Company nominees with respect to whom they wish to withhold authority to vote from the proxy holder. Consider the sample proxy card found in Section II.I of Exchange Act Release No. 31326 (October 16, 1992).

No reply letter found.

We note your response to prior comment four. Please revise future filings to supplement your presentation of ROIC-adjusted with presentation of ROIC calculated on a non-adjusted basis using GAAP net income. Refer to 10(e)(1)(i)(A) of Regulation S-K.

to the Staff’s comment, the Company will include a presentation of ROIC calculated using GAAP net income in our future filings. Read in the reply ↗