Automotive and GM Financial Debt



	December 31, 2016			December 31, 2015
Secured debt	$	136		$	220
Unsecured debt	9,795			7,619
Capital leases	821			926
Total automotive debt(a)	$	10,752		$	8,765

Fair value utilizing Level 1 inputs	$	9,515		$	6,972
Fair value utilizing Level 2 inputs	2,097			2,116
Fair value of automotive debt	$	11,612		$	9,088

Available under credit facility agreements	$	14,035		$	12,168
Interest rate range on outstanding debt(b)	0.0-18.0%			0.0-18.0%
Weighted-average interest rate on outstanding short-term debt(b)	10.5		%	9.6		%
Weighted-average interest rate on outstanding long-term debt(b)	5.2		%	4.7		%

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(a)	Includes net discount and debt issuance costs of $499 million and $549 million at December 31, 2016 and 2015.


(b)	Includes coupon rates on debt denominated in various foreign currencies and interest free loans.

The fair value of automotive debt measured utilizing Level 1 inputs was based on quoted prices in active markets for identical instruments that a market participant can access at the measurement date. The fair value of automotive debt measured utilizing Level 2 inputs was based on a discounted cash flow model using observable inputs. This model utilizes observable inputs such as contractual repayment terms and benchmark yield curves, plus a spread based on our senior unsecured notes that is intended to represent our nonperformance risk. We obtain the benchmark yield curves and yields on unsecured notes from independent sources that are widely used in the financial industry. At December 31, 2016 and December 31, 2015 the fair value of automotive debt exceeded its carrying amount due primarily to a decrease in bond yields compared to yields at the time of issuance.

In February 2016 we issued $2.0 billion in aggregate principal amount of senior unsecured notes comprising $1.25 billion of 6.60% notes due in 2036 and $750 million of 6.75% notes due in 2046. These notes contain terms and covenants customary of these types of securities including limitations on the amount of certain secured debt we may incur. The net proceeds from the issuance of these senior unsecured notes were used to fund discretionary contributions to our U.S. hourly pension plan as described in Note 14.

In May 2016 we amended and restated our two primary revolving credit facilities, increasing our aggregate borrowing capacity from $12.5 billion to $14.5 billion. These facilities consist of a three-year, $4.0 billion facility and a five-year, $10.5 billion facility. Both facilities are available to us as well as certain wholly-owned subsidiaries, including GM Financial. The three-year, $4.0 billion facility allows for borrowings in U.S. Dollars and other currencies and includes a GM Financial borrowing sub-limit of $1.0 billion and a letter of credit sub-facility of $1.0 billion. The five-year, $10.5 billion facility allows for borrowings in U.S. Dollars and other currencies and includes a GM Financial borrowing sub-limit of $3.0 billion and a letter of credit sub-limit of $500 million.

The revolving credit facilities require us to maintain at least $4.0 billion in global liquidity and at least $2.0 billion in U.S. liquidity. If we fail to maintain an investment grade corporate rating from at least two of the following credit rating agencies: Fitch, Moody's and S&P, certain subsidiaries of ours will be required to provide guarantees under the terms of the revolving credit facilities. Interest rates on obligations under the revolving credit facilities are based on prevailing annual interest rates for Eurodollar loans or an alternative base rate, plus an applicable margin.

In the years ended December 2015 and 2014 we prepaid and retired debt obligations with a total carrying amount of $538 million and $325 million which primarily represented unsecured debt in Brazil and recorded a net gain on extinguishment of debt of $449 million and $202 million.



	December 31, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	$	39,270	$	39,357	$	30,689	$	30,671
Unsecured debt	34,606		35,220		23,657		23,726
Total GM Financial debt	$	73,876	$	74,577	$	54,346	$	54,397

Fair value utilizing Level 2 inputs			$	69,990			$	48,716
Fair value utilizing Level 3 inputs			$	4,587			$	5,681

The fair value of GM Financial debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt that has terms of one year or less or has been priced within the last six months, the carrying amount or par value is considered to be a reasonable estimate of fair value. The fair value of GM Financial debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged Securitized Assets. Refer to Note 11 for additional information on GM Financial's involvement with VIEs. The weighted-average interest rate on secured debt was 2.09% at December 31, 2016. The revolving credit facilities have maturity dates over periods ranging up to six years. At the end of the revolving period, if not renewed, the debt will amortize over a defined period. GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured credit facilities. Securitization notes payable at December 31, 2016 are due beginning in 2018 through 2024. In the year ended December 31, 2016 GM Financial issued securitization notes payable of $16.9 billion and entered into new or renewed credit facilities with a total net additional borrowing capacity of $4.0 billion, which had substantially the same terms as existing debt.

Unsecured debt consists of senior notes, credit facilities, retail customer deposits and other unsecured debt. Senior notes outstanding at December 31, 2016 are due beginning in 2017 through 2026 and have a weighted-average interest rate of 3.33%. In March 2016 GM Financial issued $2.75 billion in aggregate principal amount of senior notes comprising $1.5 billion of 4.20% notes due in March 2021 and $1.25 billion of 5.25% notes due in March 2026. In May 2016 GM Financial issued $3.0 billion in aggregate principal amount of senior notes comprising $1.4 billion of 2.40% notes due in May 2019, $1.2 billion of 3.70% notes due in May 2023 and $400 million of floating rate notes due in May 2019. Also in May 2016 GM Financial issued Euro 500 million of 1.168% term notes due in May 2020. In July 2016 GM Financial issued $2.0 billion of 3.20% senior notes due in July 2021. In September 2016 GM Financial issued Euro 750 million of 0.955% term notes due in September 2023. In October 2016 GM Financial issued $1.75 billion in aggregate principal amount of senior notes comprising $750 million of 2.35% notes due in October 2019, $750 million of 4.00% notes due in October 2026 and $250 million of floating rate notes due in October 2019. In November 2016 GM Financial issued Euro 100 million of floating rate notes due in December 2017. In January 2017 GM Financial issued $2.5 billion in aggregate principal amount of senior notes comprising $1.25 billion of 3.45% notes due in January 2022, $750 million of 4.35% due in January 2027 and $500 million of floating rate notes due in January 2022. Each of these notes contain terms and covenants including limitations on GM Financial's ability to incur certain liens.

GM Financial accepts deposits from retail banking customers in Germany. At December 31, 2016 and December 31, 2015 the outstanding balance of these deposits was $1.9 billion and $1.3 billion, of which 42% and 44% were overnight deposits, and had weighted-average interest rates of 0.91% and 1.25%.

The terms of advances on revolving credit facilities and other unsecured debt have original maturities of up to five years. The weighted-average interest rate on credit facilities and other unsecured debt was 7.50% at December 31, 2016.



	Years Ended December 31,
	2016		2015		2014
Automotive interest expense	$	572	$	443	$	403
Automotive Financing - GM Financial interest expense	2,108		1,616		1,426
Total interest expense	$	2,680	$	2,059	$	1,829

The following table summarizes contractual maturities including capital leases at December 31, 2016:



	Automotive		Automotive Financing(a)		Total
2017	$	1,175	$	28,596	$	29,771
2018	1,655		15,740		17,395
2019	126		11,231		11,357
2020	71		5,914		5,985
2021	56		5,098		5,154
Thereafter	8,168		7,791		15,959
	$	11,251	$	74,370	$	85,621

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(a)	Secured debt, credit facilities and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.

At December 31, 2016 future interest payments on automotive capital lease obligations were $371 million. GM Financial had no capital lease obligations at December 31, 2016.

Compliance with Debt Covenants Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Some of GM Financial’s secured and unsecured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Failure to meet certain of these requirements may result in a covenant violation or an event of default depending on the terms of the agreement. An event of default may allow lenders to declare amounts outstanding under these agreements immediately due and payable, to enforce their interests against collateral pledged under these agreements or restrict our ability or GM Financial's ability to obtain additional borrowings. No technical defaults or covenant violations existed at December 31, 2016.