Debt

Automotive

The following table summarizes the carrying amount and fair value of debt (dollars in millions):



	September 30, 2013		December 31, 2012
Carrying amount	$	8,448	$	5,172
Fair value(a)	$	8,028	$	5,298

________


(a)	The fair value of debt included $6.8 billion and $4.1 billion measured utilizing Level 2 inputs at September 30, 2013 and December 31, 2012. The fair value of debt included $1.2 billion measured utilizing Level 3 inputs at September 30, 2013 and December 31, 2012.

The Level 2 fair value measurements utilize quoted market prices and if unavailable, a discounted cash flow model. The valuation is reviewed internally by personnel with appropriate expertise in valuation methodologies. This model utilizes observable inputs such as contractual repayment terms and benchmark yield curves, plus a spread that is intended to represent our nonperformance risk for secured or unsecured obligations. We estimate our nonperformance risk using our corporate credit rating, the ratings on our senior unsecured notes and on our secured revolver, yields on traded bonds of companies with comparable credit ratings and risk profiles. We acquire the benchmark yield curves and nonperformance risk spread from independent sources that are widely used in the financial industry. In certain circumstances we adjust the valuation of debt for additional nonperformance risk or potential prepayment probability scenarios. We may use a probability weighting of prepayment scenarios when the stated rate exceeds market rates and the instrument contains prepayment features. The prepayment scenarios are adjusted to reflect the views of market participants. The fair value measurements subject to additional adjustments for nonperformance risk or prepayment have been categorized within Level 3.

Senior Unsecured Notes

In September 2013 we issued $4.5 billion in aggregate principal amount of senior unsecured notes comprising $1.5 billion of 3.5% notes due in 2018, $1.5 billion of 4.875% notes due in 2023 and $1.5 billion of 6.25% notes due in 2043. These notes contain terms and covenants customary of these types of securities including limitations on the amount of the secured debt we may issue.

In connection with the issuance of these notes, we entered into a registration rights agreement that requires us to file a registration statement with the SEC for an exchange offer with respect to the senior notes. If the registration statement has not been declared effective by the SEC within 365 days after the closing date of the debt issuance, if we fail to consummate the exchange offer within 30 business days after such target effective date or if the registration statement ceases to remain effective, we will be required to pay additional interest of 0.25% per annum for the first 90 day period following such event and an additional 0.25% per annum for each subsequent 90 day period prior to the consummation of the exchange offer up to a maximum additional interest rate of 0.5% per annum.

Wholesale Financing

Wholesale financing represents arrangements, primarily with Ally Financial, where cash is received in advance of the final sale of vehicles, parts and accessories to our dealers or ultimate customer. These obligations typically settle through the sale and delivery of our products and generally do not require cash outflows to settle. Following the acquisition of Ally Financial's international operations in April 2013, most of the wholesale financing balance classified as debt became intercompany debt and was eliminated in consolidation, resulting in a decrease to our automotive debt balance of $682 million.

Gains and Losses on Extinguishment of Debt

In October 2013 we made a payment of $1.2 billion to prepay the Canadian Health Care Trust notes which had a carrying value of $1.2 billion and were recorded in Short-term debt and current portion of long-term debt at September 30, 2013. As a result we recorded a gain on extinguishment of debt of approximately $25 million in October 2013.

In the nine months ended September 30, 2013 we prepaid and retired debt obligations with a total carrying amount of $532 million and recorded a net loss on extinguishment of debt of $238 million which primarily represented the unamortized debt discount on GM Korea's mandatorily redeemable preferred stock of $240 million.

In March 2012 we prepaid and retired a debt obligation of $39 million. We recorded a loss on extinguishment of debt of $18 million, which primarily represented the unamortized debt discount, in the nine months ended September 30, 2012.

Automotive Financing - GM Financial

The following table summarizes the carrying amount and fair value of debt (dollars in millions):



	September 30, 2013				December 31, 2012
	Carrying Amount		Fair Value(a)		Carrying Amount		Fair Value(a)
Secured
Revolving credit facilities	$	6,090	$	6,109	$	354	$	354
Securitization notes payable(b)	12,357		12,446		9,024		9,171
Total secured	18,447		18,555		9,378		9,525
Unsecured
Bank lines and other unsecured debt	1,228		1,228
Senior notes	4,000		4,011		1,500		1,620
Total unsecured	5,228		5,239		1,500		1,620
Total GM Financial debt	$	23,675	$	23,794	$	10,878	$	11,145

________

(a)

The fair value of debt included $21.4 billion and $11.1 billion measured utilizing Level 2 inputs at September 30, 2013 and December 31, 2012 and $2.4 billion measured utilizing Level 3 inputs at September 30, 2013. For revolving credit facilities with variable interest rates and maturities of one year or less, the carrying amount is considered to be a reasonable estimate of fair value. The fair value of other secured debt and the unsecured debt is based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be paid using current risk-adjusted rates.

(b)

Includes a private securitization that GM Financial used observable and unobservable inputs to estimate fair value. Unobservable inputs are related to the structuring of the debt into various classes, which is based on public securitizations issued during the same time frame. Observable inputs are used by obtaining active prices based on the securitization debt issued during the same time frame. These observable inputs are then used to create expected market prices (unobservable inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

The following table summarizes the expected scheduled principal and interest payments under our contractual debt obligations at September 30, 2013 (dollars in millions):



	Payments Due by Period
	2013		2014		2015		2016		2017		Thereafter		Total
Secured Debt	$	3,672	$	6,334	$	4,239	$	2,686	$	1,217	$	299	$	18,447
Unsecured Debt	724		306		166		1,032		1,000		2,000		5,228
Interest	152		451		308		211		143		196		1,461
	$	4,548	$	7,091	$	4,713	$	3,929	$	2,360	$	2,495	$	25,136

Secured Debt

The revolving credit facilities have revolving periods ranging from one to three years. At the end of the revolving period, if the facilities are not renewed, the debt will amortize over periods ranging up to six years. Most of the secured debt was issued by VIEs and it is repayable only from proceeds related to the underlying pledged finance receivables and leases. Refer to Note 8 for additional information relating to GM Financial's involvement with VIEs. Weighted-average interest rates are both fixed and variable, ranging from 0.9% to 7.7% at September 30, 2013.

In the nine months ended September 30, 2013 GM Financial entered into two revolving credit facilities secured by commercial finance receivables for a commitment of $1.3 billion in aggregate. The facilities each have a one-year revolving period and have interest rates of 0.7% and 1.3% as of September 30, 2013. In the nine months ended September 30, 2013 GM Financial also issued securitization notes payable of $4.7 billion, with a weighted-average interest rate of 1.6% maturing on various dates through 2021. At September 30, 2013 revolving credit facilities of $4.8 billion and securitization notes payable of $1.9 billion resulted from the acquisition of Ally Financial international operations.

Unsecured Debt

The maturity dates of bank lines, which were assumed in the acquisition of Ally Financial's international operations, range up to three years. If not renewed, any balance outstanding under these bank lines is either immediately due in full or else will amortize over a defined period. Interest rates on unsecured bank lines ranged from 0.5% to 9.0% at September 30, 2013.

In May 2013 GM Financial issued and sold $2.5 billion in aggregate principal amount of senior notes due in 2016 through 2023 with interest rates that range from 2.75% to 4.25%. Senior notes outstanding at September 30, 2013 are due beginning in 2016 through 2023 and have interest rates that range from 2.75% to 6.75%.