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THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT GM - Q4 2011 General Motors Company Earnings Conference Call EVENT DATE/TIME: FEBRUARY 16, 2012 / 3:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2012 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.

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THOMSON REUTERS STREETEVENTS

EDITED TRANSCRIPTGM - Q4 2011 General Motors Company Earnings Conference Call

EVENT DATE/TIME: FEBRUARY 16, 2012 / 3:00PM GMT

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C O R P O R AT E P A R T I C I P A N T S

Randy Arickx General Motors Company - Executive Director of IR

Dan Akerson General Motors Company - Chairman and CEODan Ammann General Motors Company - SVP and CFO

Chuck Stevens General Motors Company - CFO, GMNA and GMSA

C O N F E R E N C E C A L L P A R T I C I P A N T S

Brian Johnson Barclays Capital - Analyst 

Chris Ceraso Credit Suisse - Analyst 

 John Murphy BofA Merrill Lynch - Analyst 

Itay Michaeli Citigroup - Analyst 

Peter Nesvold Jefferies & Company - Analyst 

Adam Jonas Morgan Stanley - Analyst 

Himanshu Patel JPMorgan Chase & Co. - Analyst 

Rod Lache Deutsche Bank - Analyst 

Tim Denoyer Wolfe Trahan & Co. - Analyst 

P R E S E N TA T I O N

Operator

Ladies and gentlemen, thank you for standing by, and welcome to the General Motors Company 2011 calendar earnings conference call. (Operato

Instructions). As a reminder this conference is being recorded today,Thursday, February 16, 2012. I would now like to turn the conference over to

Randy Arickx, Executive Director of Communications and Investor Relations. Please go ahead, sir.

Randy Arickx - General Motors Company - Executive Director of IR

 Thanks, operator. Good morning and thank you for joining us as we review our 2011 calendar year results.

As you know our press release was issued earlier this morning and the conference call materials are and are available on the Investor Relations

website. I would also like to highlight that GM is broadcasting this call via the Internet.

Before we begin I would like to direct your attention to the legend regarding forward-looking statements on the first page of the chart set. As

always the content of our call will be governed by this language.

 This morning, Dan Akerson, General Motors Chairman and CEO, will provide opening remarks, followed by a more detailed review by Dan Ammann

Senior Vice President and CFO. Dan Akerson will then conclude the remarks portion of our call with some closing comments. After the presentation

portion of the call, we will open the lines for questions from security analysts.

I would also like to mention that in the room today we have Nick Cyprus, Vice President Controller and Chief Accounting Officer; Jim Davlin,Vice

President, Finance and Treasurer; and Chuck Stevens, CFO, North America and South America, to assist in answering your questions. With that, I'd

like to turn the call over to Dan Akerson..

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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Dan Akerson - General Motors Company - Chairman and CEO

 Thanks, Randy. Good morning, everyone.Thanks for joining us.

Overall we posted a solid performance for the year and showed steady progress toward a sustained, long-term strong financial performance

Obviously we still have a lot of work to do in some areas and we're taking the necessary corrective actions to get the ball over the goal line. More

on that in a moment.

For the year global deliveries topped 9 million vehicles, up nearly 8% over 2010. In fact we increased sales volume in each of our four regions. Not

only were total sales volumes up but also was our overall market share. Global market share came in at roughly 12% -- 11.9% to be precise, up 0.4

percentage points. We gained share in our most critical markets. Our US share was 19.2%, up 0.4 percentage points. China's share was up 0.7

percentage points to 13.6%. In fact, we grew at more than 3 times the market, and we were the first company to sell more than 2 million vehicles

in China in two successive years. And each year, we do it earlier in the year, which is good news.

We also had great growth -- good growth in emerging markets such as Russia where we were up over 53% versus 2010. And we're making significan

progress in establishing our brands as aspirational.

For example, Buick outsold the Audi A4, the Lexus IS 250 and the Acura TSX in the US last year. Who would've thought that three years ago? In

addition, 40% of Buick customers in the US were conquest sales away from non-GM brands.

 This increase in volume and share translated to top-line revenue growth with revenue up more than $150 billion, up almost 11% year over year

Our net income for the year was $7.6 billion. Though it's not on the chart our net income for fourth quarter 2011, after adjusting for special item

and restructuring costs, was about $900 million, up 6% versus the fourth quarter and 2010 on the same basis.

And while full-year revenue increased 11% we showed our operating leverage, even in the midst of unfavorable mix shifts, which we wanted to --

more cars, fewer trucks, SUVs, etc.

We improved our EBIT adjust from $7 billion to $8.3 billion or an 18% improvement over 2010. GM North America delivered very strong results,

making $7.2 billion for the year with increased volume and favorable pricing, thanks to a vehicle portfolio that continues to gain traction with theAmerican public. And a renewed small and compact car strategy that is starting to pay off.

GME, while improving from 2010 levels, still posted an unacceptable loss of $700 million in a rather challenging market, not only for GM Opel/Vauxhal

but also for our competition.

GMIO posted solid EBIT-adjusted results of $1.9 billion for the year, though this was down $400 million from 2010 levels. Our equity income from

 joint ventures was actually up about $200 million for the year, where results at the consolidated operations level more than offset this.

GM South America had a slight loss of $100 million for the year, down $900 million from 2010.We plan to aggressively refresh our somewhat aging

vehicle portfolio in South America while also executing stringent cost control actions in the short term. In fact, we have seven new vehicles launching

in 2012 alone. If the first two product launches are any indication, we should start to see some stability and growth in this area.

Based on these earnings we generated $7.4 billion in automotive cash flow from operations. This allowed us to deploy some of the cash fosignificantly ramping up our capital expenditure rate to about $6.2 billion, while still retaining positive automotive free cash flow of $1.2 billion

and increasing our available liquidity by $4 billion versus year end 2010.

Away from the numbers we had a busy fourth quarter with a number of initiatives and accomplishments. As it marked its 100th birthday, Chevrolet

celebrated 2011 with record global sales. Sales totaled about 4.8 million vehicles. That's a new Chevrolet every 6.5 seconds.Three million of those

Chevrolets were sold outside the United States, a sign of the strength of our global brand. In fact, Chevrolet gained sales in the top five global

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markets in 2011. We've already sold more than 1 million Cruzes around the world since our 2009 launch. And the new Sonic has outsold the Ford

Fiesta handily in the first three months.

We formally implemented the Canadian Health Care Trust during the quarter.This is another important step toward improving our fortress balancesheet even further as we reduced our OPEB liabilities about $3 billion.

As part of our effort to return GME Europe to sustainable profitability, we made a few important management appointments during the quarter

First, we named Karl Stracke President of GME and CEO of Opel/Vauxhall.We also appointed Steve Gursky as Chairman of the Supervisory Board

We named Dan Ammann, Tim Lee, who runs international operations, and Mary Barra, who runs our Global Product Operations business, to the

Supervisory Board as well. Dan will soon touch on some of the plans we have for this group and plan to execute in the coming year.

Lastly, we announced some important new products and features, the Chevy Malibu, the Cadillac XDS, Cadillac Q, to be available on the XDS, ATS

and SRX models. We will also be joined soon by some other great vehicles including the Cadillac ATS, Chevrolet Spark, Buick Encore, just to name

a few.

I only recite these important milestones because there are many good things happening at GM. We need to press on these efforts, but make no

mistake, we know well what our challenges are and we are addressing them. More to come later in the call.

But at this time I'd like to turn it over to Dan Ammann for a more detailed inspection of the results.

Dan Ammann - General Motors Company - SVP and CFO

 Thanks, Dan. Before we get into the detail I would like to mention that we have further refined and simplified some of our charts by focusing the

managerial discussion on EBIT adjusted.This is consistent with how we manage the business.

In addition, we have now separately displayed the volume and mix variances on the EBIT bridges and consolidated some other aspects of the

presentation.

Beginning on slide 4, where we provide a summary of our 2011 calendar-year results compared to the prior year, net revenues were $150 billionfor 2011, up $14.7 billion from 2010. Operating income was $5.7 billion, up $600 million versus the prior year. Net income to common stockholders

was $7.6 billion and earnings per share were $4.58 on a fully diluted basis compared to $2.89 from the prior year, including the impact of specia

items. Our automotive net cash from operating activities was $7.4 billion for the year.

Moving to the non-GAAP metrics on the bottom of the page, EBIT adjusted was $8.3 billion for 2011 up $1.3 billion from 2010.The EBIT adjusted

margin was 5.5%, an increase of 30 basis points from the prior year.

Automotive free cash flow was $1.2 billion, down $1.2 billion versus the prior year. The 2011 free cash flow includes an unfavorable $1.1 billion

related to the termination of in-transit financing in the first quarter and an $800 million contribution to the Canadian Health Care Trust in the fourth

quarter.The 2010 free cash flow includes a $4 billion voluntary contribution to our US pension plans. As Dan said our results for the 2011 calenda

year were solid and showed progress, but we have more work to do in many areas of the business.

 Turning to slide 5, we list the special items and adjustments impacting the 2011 calendar-year earnings. Our net income to common stockholderwas $7.6 billion and our fully diluted earnings per share were $4.58. Included in both of these metrics were the special items you see listed here

which total favorable $1.2 billion or $0.70 per share on a fully diluted basis for 2011.

 Turning to slide 6 we provide a 2011 comparison of our consolidated EBIT adjusted to the prior year. Starting on the left our consolidated EBIT

adjusted was $7 billion for 2010.

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In the middle portion of the slide, we walk the $1.3 billion improvement for the calendar year.Volume was favorable $2.4 billion, largely driven by

7.6% increase in the industry and a 0.4% increase in our global market share. Mix was unfavorable $1.7 billion largely due to higher compact and

small car volume in GMNA as we have moved rapidly into leadership positions with Cruze, Sonic, and Verano. Price was favorable $1.6 billion for

the year due to actions we've taken to enhance revenue in every region and us getting rewarded for the quality of our product in the marketplace

Costs were unfavorable $1.7 billion, which included $1.2 billion in increased material costs, $700 million in increased engineering expense, $500

million in higher manufacturing expense and a $400 million reduction in favorable restructuring reserve adjustments from 2010, partially offse

with $800 million in favorable D&A and $400 million in favorable pension income. Other was favorable $700 million for the year due to the $500

million in favorable earnings before tax from the full-year inclusion of GM Financial and $300 million lower restructuring charges. This totals to

consolidated EBIT adjusted of $8.3 billion.

On slide 7 we provide the composition of EBIT adjusted by region for the 2010 and 2011 calendar years. GMNA's EBIT adjusted was a strong $7.2

billion for the year, up $1.5 billion from the prior year. GME's EBIT adjusted was a loss of $700 million for the year, but still a significant $1.3 billion

improvement from 2010.

We note also EBIT adjusted before restructuring as a memo item, which was $400 million for the year and an $800 million improvement over 2010

GMIO had an EBIT adjusted of $1.9 billion, down $400 million versus the prior year. And GMSA's EBIT adjusted was a loss of $100 million, which was

$900 million in unfavorable versus 2010. Excluding restructuring, GMSA was breakeven for the year.

GM Financial reported pretax results of $600 million for the year, which was a $500 million improvement, given the partial-year reporting in 2010

as well as improvement in the core profitability of the business.

Corporate and eliminations were $500 million unfavorable for 2011 versus $100 million favorable for the prior year, reflecting $300 million unfavorable

for foreign currency movements, $200 million unfavorable due to the absence of a favorable reserve adjustment in 2010 and some other small

items.This nets to EBIT adjusted of $8.3 billion for the calendar year.

On slide 8, we move on to a summary of results for the fourth-quarter 2011 results compared to the same period in 2010. Net revenues were $38

billion for the quarter, up $1.1 billion versus the prior year.

Operating income was $500 million, up $200 million versus 2010. And net income to common stockholders was $500 million, unchanged from

2010.

Earnings per share were $0.28 on a fully diluted basis compared to $0.31 from the prior year. And our automotive net cash from operating activities

was $1.2 billion.

Moving to the non-GAAP metrics on the bottom of the page, EBIT adjusted was $1.1 billion for the fourth quarter of 2011, up $100 million versu

the prior year and slightly ahead of the guidance that we gave you on our third-quarter earnings call, particularly when you take into account the

more than $200 million of restructuring charges incurred in the quarter.

 The EBIT adjusted margin for the quarter was 2.9 percentage points, up 0.1 percentage points from 2010. Automotive free cash flow was $900

million unfavorable, but this includes the $800 million contribution to the Canadian Health Care Trust, as well as the higher level of capital spending

in the quarter.

 Turning to slide 9, we list the special items and adjustments impacting earnings in the fourth quarter. Our net income to common stockholder

was $500 million and our fully diluted airings per share was $0.28 for the fourth quarter of 2011. Included in both of these figures is a $900 million

goodwill impairment for operations in GME and GMIO, a $700 million gain for the implementation of the Canadian Health Care Trust, a $600 million

impairment in our investment in LI, $100 million gain on the extinguishment of debt, and a $400 million gain for the release of the deferred tax

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valuation allowance in Australia. In total, these special items reduced net income to common stockholders by $200 million in the fourth quarte

or $0.11 per share on a fully diluted basis.

On slide 10 we provide the composition of EBIT adjusted by region for the fourth quarters of 2010 and 2011. GMNA's EBIT adjusted was $1.5 billionfor the fourth quarter of 2011, up $700 million from the prior year. GME's EBIT adjusted was a loss of $600 million, essentially no change from 2010

however, slightly improved on a (technical difficulty) restructuring basis. GMIO had an EBIT adjusted of $400 million, $100 billion improvement

versus the prior year. And GMSA's EBIT adjusted was a $200 million loss, including $100 million of restructuring, down $400 million from 2010. GM

Financial reported pretax results of $200 million, an improvement from the previous year.

Corporate and eliminations was $200 million unfavorable for the fourth quarter versus a $200 million favorable for the prior year, resulting from

the absence of the favorable reserve adjustment in 2010 that I mentioned earlier.This nets to an EBIT adjusted of $1.1 billion for the fourth quarte

of 2011.

Slide 11 shows our consolidated EBIT adjusted for the last five quarters. As we previously covered we posted EBIT adjusted of $1.1 billion for the

fourth quarter of 2011, up $100 million from the prior year.The seasonality of results for 2011 is typical of what we expect to see going forward.

Moving to the bottom of the slide, our operating income margin was 1.2% for the quarter, a 0.4 percentage point improvement from the sameperiod in 2010. Our EBIT adjusted margin was 2.9%, a 0.1 percentage point increase from the prior year. This is related primarily to stronge

performance in GMNA, offset with a decline in GM South America, which we'll cover in the segment reviews.

Our global production numbers continue to increase on a year-over-year basis, and our global market share was 11.7% for the fourth quarter, up

0.2 percentage points from the prior year.

 Turning to slide 12, we provide a year-over-year comparison of our consolidated EBIT adjusted for the fourth quarter. Starting on the left, our EBIT

adjusted was $1 billion for the fourth quarter of 2010.

Moving to the middle portion of the slide, we walk the $100 million improvement. Volume was $300 million favorable, largely driven by a 2%

increase in the industry and a slight increase in our market share. Mix was $600 million unfavorable compared to the fourth quarter of 2010 due

primarily to higher compact car and small car volume in GMNA with the successful launches of the Sonic and Verano. Price was favorable $800

million for the quarter, demonstrating the strength of our products across all regions.

Costs were a favorable $200 million dollars and other was unfavorable $500 million, reflecting the $400 million unfavorable performance in the

corporate sector we discussed previously.This totals to consolidated EBIT adjusted of $1.1 billion.

On slide 13 we provide what we view as key performance indicators for GM North America.The two lines on top of the slide represent GM's US

total and retail share.The bars on the slide represent GM's average US retail incentives on a per unit basis. And our US retail incentive spending a

a percentage of average transaction price and a comparison to the industry average is noted on the bottom of the slide.

For the fourth quarter of 2011 our US retail share was 17%, down 0.9 percentage points versus the prior year. Our incentive levels on an absolute

basis have remained unchanged from the prior year, but have increased from the third quarter due to a continued sell down of prior model year

vehicles in the industry.

On a percentage of ATP basis, our incentives were 10%, up 0.1% from the prior year. This puts us at 108% of industry average levels for the fourth

quarter of 2011.

For January, our retail market share was 16.1% and our incentives were 10% of ATP. In terms of incentive levels, our continuing goal is to be at

approximately industry average on a percentage of ATP basis.

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On slide 14, you have GMNA EBIT adjusted for the last five quarters. GMNA EBIT adjusted was $1.5 billion for the fourth quarter of 2011, up $700

million versus the prior year.

Moving to the bottom of the slide, revenue was $23.1 billion, up $1.1 billion versus the prior year, due to the impact of increased volume of $1.7billion favorable pricing offset with some unfavorable mix.

GMNA's EBIT adjusted margin was 6.5% for the fourth quarter, up 3.1 percentage points from the prior year. US dealer inventory was 583,000 unit

at the end of the fourth quarter or 67 days supply versus 511,000 units and 61 days' supply at the end of 2010.

GMNA production was 739,000 units for the quarter, 36,000 increase from the prior year.

GMNA market share was 17.5% for the quarter, 1 percentage point lower than the prior year.This decline was related to decreases in fleet penetration

and higher incentives among our competitors' luxury vehicles.

 Turning to slide 15, we provide the year-over-year comparison of GM North America's fourth quarter EBIT adjusted. Starting on the left, GMNA's

EBIT adjusted was $0.8 billion for the fourth quarter of 2010. The middle section of the slide details the $700 million improvement in GMNA EBIT

adjusted for the quarter. Volume was favorable $300 million, driven by a 9% increase in the North American industry. Mix was unfavorable $600million due primarily to increased production of compact and small cars, including the Verano and Sonic, which were not produced in 2010.

Price was favorable on a year-over-year basis $500 million because of increases we were able to take due to the success of our fuel-efficient vehicles

in the marketplace. Costs were favorable $500 million this quarter as we continue to make progress on our cost initiatives.

Other was unchanged for the fourth quarter of 2010. This totals to an EBIT adjusted of $1.5 billion for the fourth quarter of 2011.

Moving on to slide 16, GME reported an unfavorable EBIT adjusted of $600 million for the fourth quarter, an improvement of about $70 million

from the prior year.This result includes approximately $200 million of restructuring charges that we brought into the quarter.

At the bottom of the slide, revenue was $6.3 billion for the quarter, down $600 million from the prior year.This decline was due to $700 million in

unfavorable volume, offset by some foreign exchange and mix and price.

GME's production for the quarter was 249,000 units, down 64,000 from the prior year.The EBIT adjusted margin in the region was a negative 9%

for the fourth quarter, which was an improvement of 0.2 percentage points from the prior year.

 Turning to slide 17, we provide the major components of GME's year-over-year improvement in EBIT adjusted, which rounds to $100 million. GME'

EBIT adjusted was a $600 million loss in the fourth quarter of 2010. Volume was $100 million unfavorable, driven by a 0.4 percentage point loss o

share. Mix was essentially unchanged for the quarter. Price was $100 million favorable on a year-over-year basis. Cost was $200 million favorable

due to savings in manufacturing and engineering. Other was unfavorable $100 million due primarily to foreign exchange. This rounds to GME's

EBIT adjusted of $600 million for the fourth quarter or negative $400 million before restructuring charges.

Before we move on I want to give a brief update on our restructuring plans in Europe. As you know we implemented a restructuring plan in Europe

over the last two years that was intended to restore GME to profitability. This plan has delivered $1.3 billion in improvement in EBIT adjusted in

2011 versus 2010. However, that plan was built around a more robust European economy than we face today. And in light of today's macroeconomic

reality, it did not go far enough, resulting in a loss of $700 million this year or $[400] million with restructuring, and this is simply acceptable on a

go-forward basis.The works council, the unions, and the supervisory board of Adam Opel are all in agreement that GME has to become profitable

even in a challenging economic environment.

 The overall European industry remains challenging from a price, volume and capacity utilization perspective. And we are not relying on things to

get better as we are forecasting the overall market to be down in 2012 with continued pressure on price and mix.

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Just like in the United States a couple years ago, we will need to show improvement in both revenues and costs to be successful.The good news

is our product portfolio is in very strong shape. However, we must move rapidly and decisively to take the steps necessary to lower the breakeven

point and improve the business. We will work with all of our stakeholders, including the unions and governments of every country, to do what'

required to fix this business up and down the P&L.We have deployed significant senior resources to Europe and have made important changes tothe management team on the ground. We are currently in discussions with the unions and the works councils on actions we can take now in

response to the current economic conditions.Those discussions include fulfilling contractual obligations on both sides, finding ways to improve

capacity utilization, and jointly working on actions to improve our breakeven position in Europe.We expect to have more to say soon with regard

to further actions as we continue to work on developing actions that will enable GME to be profitable again.

Moving on to slide 18, GMIO posted EBIT adjusted of $400 million for the fourth quarter, up $100 million versus the prior year.

Moving to the bottom of the slide, GMIO's revenue was $7 billion, up $1.2 billion from the prior year, due to increased volume of $1 billion, improved

vehicle mix of $200 million and some favorable price, offset with unfavorable foreign currency.

GMIO's EBIT adjusted margin from consolidated operations decreased 0.6 percentage points versus the prior year to 1.5% and total China JV net

income margins increased 0.6 percentage points to 8.4%.

GMIO production for the quarter was up 92,000 units from the prior year with increases in both consolidated operations and our joint ventures

Market share in the region was 9.5% for the fourth quarter, a year-over-year increase of 0.8 percentage points.

On slide 19 we provide the major components of GMIO's $100 million improvement in EBIT adjusted. GMIO's EBIT adjusted was $300 million in the

fourth quarter of 2010. The impact of volume was $200 million favorable. This was driven primarily by a 0.8 percentage point increase in marke

share.

Mix was unfavorable $100 million due primarily to a shift to smaller cars in Australia.The effective price was $100 million favorable for the quarte

and costs were unfavorable $300 million due primarily to increased engineering expense as well as several other small items.

Other was favorable $100 million due to favorable equity income and non-controlling interest. This totals to GMIO's fourth quarter 2011 EBIT

adjusted of $400 million.

 Turning to slide 20, GMSA's EBIT adjusted was a loss of $200 million for the fourth quarter of 2011, which includes $100 million of restructuring

charges.This was a decline of $400 million versus the prior year.

Revenue was $4.2 billion, down $300 million due to decreased volume of $200 million and unfavorable foreign exchange. GMSA's production was

down 14,000 units from the fourth quarter of 2010 and GMSA EBIT adjusted margin was a negative 5.4%, down 9.8 percentage points from the

prior year.

On slide 21, we provide the major components of GMSA's $400 million reduction in EBIT adjusted versus the prior year. Volume was unfavorable

$100 million, driven by a 1 percentage point loss of market share in an industry that declined 1.9%.

Mix was flat versus the prior year. Price was favorable $100 million, largely related to increases in Venezuela and Argentina. Costs were unfavorable

$300 million, driven by material and freight increases of $200 million and unfavorable manufacturing costs of $100 million. Other was $100 million

unfavorable due to foreign exchange.

 This totals to a loss of $200 million in the fourth quarter, which as I said includes $100 million of restructuring. However, our late 2011 launches are

 just beginning to have an impact in the region. In the Brazilian market, the Cruze finished second in its segment for January of this year and the

Cobalt became its segment leader in the month.While we are launching several additional great products this year we need to further reduce cost

in South America to ensure sustained profitability in the region.

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 Turning to slide 22, we provide to our walk of automotive free cash flow for the fourth quarter of 2011 as well as the prior year. Adding back

non-controlling interest, preferred dividends and undistributed earnings allocated to Series B and subtracting GM Financial, our automotive income

was $600 million for the fourth quarter. D&A and impairment was $2.3 billion non-cash expense.Working capital was $900 million favorable due

to a reduction in inventory because of the holiday shutdowns. Pension and OPEB cash payments exceeded expenses by $400 million.

 The establishment of the Canadian Health Care Trust resulted in a payment of $800 million and a non-cash gain of $700 million or $1.5 billion in

total. Other was negative $700 million due primarily to non-cash P&L items.

 This totals down to automotive net cash provided by operating activities of $1.2 billion.

After deducting CapEx of $2.2 billion in the quarter, our automotive free cash flow was negative $900 million, a $1.9 billion improvement from the

prior year. Much of the improvement is due to the $4 billion pension contribution in 2010, offset by the $800 million contribution to the Canadian

Health Care Trust in 2011 and $1.1 billion of additional capital spending.

In terms of capital expenditures, we expect 2012 to approximate our spending rate during the fourth quarter to be in the $8 billion range for the

year, as we prepare for several major new product launches in 2012 and 2013.

On slide 23, we provide a summary of our key automotive balance sheet items. We finished the quarter with $37.5 billion of total automotive

liquidity, consisting of $31.6 billion in cash and marketable securities, $5.9 billion of undrawn credit facilities.

On the bottom portion of the slide, our book value of debt and Series A Preferred Stock was $5.3 billion and $5.5 billion, respectively.The increase

in debt from a year ago is accounted for by the $1.1 billion note for the Canadian Health Care Trust, offset with debt we paid down during the year.

US qualified pension plans were underfunded by $13.3 billion, which I'll discuss more in a few minutes.

Our non-US pensions were underfunded by $11.2 billion at the end of 2011, $1.3 billion unfavorable move from 2010.

Our OPEB liability was $7.3 billion at the end of 2011, a $2.6 billion improvement from year end 2010. This decrease was due primarily to the $3.1

billion we removed from the balance sheet with the Canadian Health Care Trust, offset with an unfavorable impact of decreases in discount rates

on remaining liabilities.

 Turning to slide 24, we provide more detail on our pension de-risking actions. Operationally we have capped the US populations of our hourly and

salary defined benefit plans. All new employees will only participate in defined contribution plans.

We've also initiated a lump sum option in our salary pension plan upon retirement. Although this will have little immediate impact on the funded

status of the plan, it will limit the longevity of the US salary plan and reduce asset and liability risk.We recently announced to our employees tha

we will freeze our salary defined benefit plan for US active employees in September of this year. Those employees who are affected will begin to

receive an additional contribution to their 401(k) plans at that time, consistent with our more recent hires. We're also continuing to explore othe

actions to reduce our pension liability risk.

As far as asset actions, we continue to realign asset allocation to reduce funded status volatility and more closely match the corresponding (technical

difficulty). At the bottom of the page, we detail our target asset allocation for the US pension plans. The equity investment target has reduced 15

percentage points to 14%, while the fixed income investment target has increased 25 percentage points to 66%. Our actual asset mix at year-end

2011 was roughly in line with the current target.

On slide 25 we take a look at our roughly flat percentage funded status of our US pension plans. Starting at the left of the slide, our US pension

plans were underfunded by $11.5 billion at the end of 2010, or said another way, 89% funded.

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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In January of 2011 we made a contribution of GM common stock to the US pension plans.This contribution became a plan asset for accounting

purposes in the third quarter of 2011 and was valued at $1.9 billion. Service and interest costs on the US plans was $5.4 billion for the year. Our

asset returns were a very strong 11.1%, which translates to a $10.1 billion on a dollar basis.

Due to lower yields in the corporate bond market the discount rate of the US pension plan PBO reduced approximately 80 basis points.This change

in assumption plus other small items reduced the funded status by $8.4 billion.This results in our US pensions being underfunded by $13.3 billion

at year-end 2011 or 88% funded, essentially flat year over year.

On slide 26, we show pension income and expense for GMNA and the rest of the world for 2010, 2011, and our expected expense for 2012. In 2010

we recorded pension income of $100 million and in 2011 we had pension income of $500 million, due in part to our relatively higher expected

return on assets. However, because of the actions we've taken to de-risk our pension plan, we must now assume returns that are in line with ou

new expected asset base.

At this time we expect our global pension expense to be $300 million for 2012 given a US expected asset return of 6.2%.This will be an $800 million

unfavorable from our 2011 recorded pension income with the entire impact being recognized in GMNA.

Slide 27 provides a summary of key operational metrics for GM Financial. GM Financial reported their results earlier this morning and will be holdingan earnings conference call at noon.

Our US subprime financing in the fourth quarter has increased over the prior year to 6.8% and continues to exceed the industry average. Our US

lease penetration of 11.1% is lower than the prior year and continues to trail the industry average.This lower lease penetration is due to our relatively

higher mix of trucks, which are traditionally leased at lower rates.

Lease penetration in Canada has continued to improve.The increased availability of leasing in Canada has increased our lease penetration to 8.5%

5.1 percentage points higher than the prior year, but still significantly below the industry average and an opportunity for us going forward.

GM new vehicles as a percentage of GM Financial originations and GM Financial's percentage of GM's US subprime financing and leasing volume

have both increased significantly since the fourth quarter of 2010. GM Financial saw strong credit performance in its loan portfolio with annualized

net credit losses of 3.3% for the quarter, a whole 2.2 percentage points better than the 5.5% annualized loss rate from the prior year. Earnings

before tax were $170 million for the quarter.

 Turning to slide 28, we look at our outlook. The first column gives the variances when comparing our 2010 results with those in 2011. The second

column gives our outlook when we compare results from 2011 to our expected performance in 2012. As we've already indicated in our US sales

calls, we expect the industry to continue to grow in 2012 around the world and with US SAAR for light vehicles in the 13.5 million to 14 million

range along with continued sales growth in most of the BRIC markets. We expect our global market share to remain roughly flat for the year.

With the industry growth and generally stable market share we anticipate increased volumes. Due to the ongoing introduction of strong product

in every region, we anticipate having continued favorable pricing environment across the world in 2012. However, with increasing fuel prices and

regulatory pressures we forecast mix will again be unfavorable although perhaps to a lesser extent than 2011 versus 2010. We expect costs to be

well contained in 2012 when compared to 2011, excluding the unfavorable year-over-year change in pension expense that we previously discussed

 This includes modest reductions in engineering, advertising and marketing as we start to recognize savings related to complexity reduction

leveraging our global scale and focusing on reducing administrative costs.These savings will be offset by increased product launch-related costs

and manufacturing.

Finally, as we've already discussed, we will be increasing our level of capital expenditures this year to be in the $8 billion range. With that I like to

turn it back over to Dan Akerson for his summary and closing remarks.

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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Dan Akerson - General Motors Company - Chairman and CEO

 Thanks, Dan. So to recap I would characterize the fourth-quarter results as another step in the right direction. We had improved our global sale

volume, improved our market share, higher EBIT adjusted earnings and better margins in the fourth quarter 2010. We posted solid results for both

GMNA and GMIO and as mentioned continued challenges in Europe and South America which we are addressing rather aggressively. Like YogBerra said, it's tough to make predictions, especially about the future. But for 2012 we expect the global industry to continue to rebound and we

anticipate being able to grow the top line.

Finally, as this slide shows, slide 30, our business model for today's GM remains a beacon for us to follow.We continue to systematically execute

our plan which includes investing in new products, strengthening our balance sheet, preserving our low breakeven point and growing in emerging

markets.We have three key elements to long-term sustained performance, which you see in this pyramid.

On the bottom, the foundation is our aim to reduce the company's risk profile. Good examples of this are the actions Dan discussed around reducing

our pension and OPEB exposure.This expanded this improved risk profile allows us to reinvest in the company consistently through good and bad

times, smoothing out the workload and product development and, most importantly, consistently launching great new products in key market

growth areas.

As Dan mentioned we anticipate increasing our reinvestment into the products, CapEx, at a higher rate in 2012 and a more sustainable target level

Second, we continue to leverage GM's leading position in key growth markets into sustainable profitable growth.That includes strengthening the

value of all of our brands around the world. Just look at the success of Chevrolet in 2011. Over 3 million sales outside the United States.

And at the top is our overall vision to design, build and sell the world's best vehicle. Everything we do starts and ends with great products.

And the numbers prove that the plan is working.With global market share up 0.4 of a percentage point, net income up 11%, strong margins and

positive pricing around the globe -- that's our plan. We adhere to it day in and day out.We continue to be vigilant in reducing cost and complexity

while at the same time keeping product king above all else.Thank you. And now we will take your questions.

Q U E S T I O N S A N D A N S W E R S

Operator

(Operator Instructions). Brian Johnson, Barclays Capital.

Brian Johnson - Barclays Capital - Analyst 

I have as usual a financially oriented question and a more managerial one. Both relate to the cost containment. So first maybe for Dan Ammann

if you could maybe give some more color on the components of the cost walk in North America. In prior quarters you've broken out between

engineering materials and marketing.

And then the second, because we've seen costs pressures at other makers, maybe for Dan Ammann and Dan Akerson, how are you managing costs

differently than you might have, say, coming out of last year and early this year? There are kind of additional steps you are taking.

Dan Ammann - General Motors Company - SVP and CFO

Sure, I'll let Chuck address the walk and then I'll make some comments on the general -- what we are doing generally.

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

Okay, Brian, on the -- presumably you are referring to the Q4 walk --

Brian Johnson - Barclays Capital - Analyst 

Yes.

Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

-- the $0.5 billion improvement. On a year-over-year basis we saved about $100 million in advertising. Last year we had a pretty heavy launch

cadence.This year we generated some efficiency from some of the global marketing efforts that we're undertaking. We've picked up about $100

million in engineering.We've talked before about the year-over-year improvement in depreciation and amortization, and that was worth a couple

hundred million dollars, and then $100 million across all other costs. So those were primary drivers of the improvement quarter over quarter.

Brian Johnson - Barclays Capital - Analyst 

And you didn't mention commodities. Is that just washed out or --?

Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

Yes, from a North American perspective in Q4, material freight, the net impact was marginal. For the year, about a $400 million headwind, primarily

freight, but for the fourth quarter it was relatively flat year over year.

Dan Ammann - General Motors Company - SVP and CFO

And so just to add on from a more general perspective, we've been pretty clear over the last several quarters about how we are going after just

the way we do business around the company -- running the company as one big company as opposed to a lot of little ones; getting after scaleefficiencies whether it's in things like marketing buy or engineering operations all across the company. So there is no one sort of magical initiative

that's giving rise to progress on this front. It's really getting after it on a very broad-based basis and in a lot of ways changing the way that we face

the market in terms of sourcing and everything else. So, no single one answer, but you're starting to see some progress and toward a lot of the

cost opportunity that we have.

What I would say is that we see progress next year on this front but this is a story that's going to unfold over the next few years.This isn't all abou

getting it all done in 2012.There are some of the things that we are going after that will come more quickly on the administrative side and thing

like that. Other elements that are going to take longer for us to get to, and those are more of the things that are more closely linked into the vehicle

development programs.

Dan Akerson - General Motors Company - Chairman and CEO

But I think the advertising is indicative of the initiatives and I'll comment on it only because it's public. We have on the order of $3.5 billion in globa

advertising.We had dozens of advertising agencies, some multiple media managers and many creative. And we just let that become too decentralized

and we lost our purchasing power. So, we -- it was reported in advertising age that this will make hundreds of millions of dollars a year difference

to us. Some of that we'll take to the bottom line and some of it we'll become a better, more efficient advertiser and we'll get a better share of voice

in the marketplace. But it gives you an idea of -- to go to Dan's -- the way he described it we are going to manage it as one big company and leverage

our scale.We haven't done that sufficiently in the past, rather than be many little companies.We don't want to be divided and conquered.We wan

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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to have as much power on a global basis as we can, and we'll afford either cost opportunities or the ability to get a greater share of voice in this

instance or more of a -- potentially more market share.

Brian Johnson - Barclays Capital - Analyst 

And is that approach [of tax] spending to the auto parts supply base?

Dan Ammann - General Motors Company - SVP and CFO

 The approach we are taking with the supply base, again, as we've talked about previously, is to bring the suppliers in much earlier in the vehicle

development process than we have historically to make sure that we are getting much more involvement and much more idea generation out o

a supply base and getting sort of one price right up front as opposed to continual change and share it all the way through the development process

So clearly, material cost efficiency is an important part of what we're doing, but the way we are getting to that is working with the suppliers differently

than we have previously, which accrues to both our benefit and also to theirs frankly.

Operator

Chris Ceraso, Credit Suisse.

Chris Ceraso - Credit Suisse - Analyst 

A couple of items, first on South America, you mentioned some of the new products launched late in 2011.You've got more coming in 2012. Should

we expect to see profitability in that region improve year over year?

Dan Akerson - General Motors Company - Chairman and CEO

Yes.

Chris Ceraso - Credit Suisse - Analyst 

Okay. Second question on the pension, I like the idea of further de-risking and trying to match the assets with the liabilities, but I wonder why you

would move so aggressively into fixed income when rates are so low, which could hurt you on the asset side and potentially help you on the liability

side as rates go up. Can you talk about that a little bit?

Dan Ammann - General Motors Company - SVP and CFO

Sure, it's my favorite topic. The -- clearly the de-risking move that we began to make in 2010 when we started talking about that has helped us

significantly through this year. And if you look at our asset returns relative to just about any other pension plan, they're obviously very high. Thebig chunk of that is because of the weighing that we had in fixed income during this year, so that is not a move that was made at the end of the

year.That's a move that's been underway for an extended period of time. And we've benefited significantly from that move relative to where we

are.

So, you see the allocations there. I mean we still benefit on a net basis from an increase in interest rates, make no mistake. So rates go up that will

clearly benefit us, but we have significant -- materially less downside during the course of this year than we would've had if we had not made the

asset moves that we made beginning 12, 18 months ago.

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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Chris Ceraso - Credit Suisse - Analyst 

Okay. And on the pension, do you have an idea of what you might contribute to the plan in 2012?

Dan Ammann - General Motors Company - SVP and CFO

We don't have any specific plans at this time.

Chris Ceraso - Credit Suisse - Analyst 

Does that mean zero or --?

Dan Ammann - General Motors Company - SVP and CFO

It means we don't have any specific plans at this time.

Chris Ceraso - Credit Suisse - Analyst 

Okay. And then just the last question on the tax rate, what should we expect for 2012?

Dan Ammann - General Motors Company - SVP and CFO

I think 10% is a safe assumption.You know clearly it will -- it can and will move around depending on where profitability is generated around the

world. But I would say for modeling purposes at least for now I would use a 10% placeholder.

Operator

John Murphy, Bank of America Merrill Lynch.

 John Murphy - BofA Merrill Lynch - Analyst 

If we look at slide 28 and you know the arrows and the direction, everything is sort of in the same general direction that you saw in 2011 versus

2010 going into 2012 versus 2011. I'm just curious as we look at that and you look at the EBIT improvement of $1.3 billion in 2011 versus 2010,

could we see something in that same magnitude there? Obviously you guys aren't giving any exact numbers, but looking at the direction of wha

you're talking about, it looks like a year that would probably have the same trajectory of what we just saw in 2011 and 2012.

Dan Ammann - General Motors Company - SVP and CFO

You're correct that we are not giving exact numbers. But the point of the message here is a number of the trends will continue similar to what we

saw 2011 over 2010. As I said in my prepared remarks we expect a growing industry.We expect share to be more flat as opposed to up.We expec

to continue to take some price. Mix will go the other way. Costs -- right now we are feeling like costs should be pretty well contained, other than

obviously for the change in pension income that we talked about. And then the other factor is obviously mix and how that factors in. So it's really

a question as to how the relative weightings of those play out is obviously going to drive the result for the year.

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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 John Murphy - BofA Merrill Lynch - Analyst 

Okay. And then just a second question on the change over the GMT 900 to the K2XX, a lot of that heavy lifting sounds like it's going on this year as

far as the tooling and all the change over there, but the truck is going to launch in 2013. I'm just curious as far as the costs that are going to be

ramped up there, will they be a meaningful pressure on margins as you go through that changeover? Or will we see the launch costs really comingmore in 2013 when the truck is actually launched?

Dan Ammann - General Motors Company - SVP and CFO

Part of what I said -- and Chuck can add on too, but part of what I said in my prepared remarks is that we are anticipating some impact from those

costs this year. And that's factored in our cost observation here, and we're working to offset those with some of the other initiatives that we are

working on.

Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

I would say the launch costs will bleed over 2012 and 2013. This year a lot of the project-related expense will be incurred. And as Dan mentioned

some of that is being offset by other efficiencies. And then as we go into the launch mode next year and still TBD, but obviously, marketing launch

costs will be an issue that we'll have to deal with on the GMT 900 platform or the next gen K2XX.

 John Murphy - BofA Merrill Lynch - Analyst 

Okay. And then just lastly if we look at cap utilization for 2011 in North America ran at 97.2%, so a pretty solid and healthy capacity utilization

number there. Just curious as the market recovers you maintain or at least maintain market share going into 2012 and 2013. How high you can

ramp that cap utilization, and at what point do you start having to hire workers back?

Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

Yes, I think that right now we have roughly 40% of our plants on three shifts. We can continue where demand requires to take plants up to three

shifts. And when that happens obviously we'll be hiring people back to man those shifts. I think on a theoretical basis we could take our capacity

utilization up to about 125% or 130% as measured on a two-crew, two-shift basis. So we've got some obviously potential upside from a capacity

perspective without putting in brick and mortar.We'll just have to hire people to man those shifts.

 John Murphy - BofA Merrill Lynch - Analyst 

Great.That's very helpful.Thank you.

Operator

Itay Michaeli, Citi.

Itay Michaeli - Citigroup - Analyst 

Dan, just wanted to talk about pricing and mix in North America for 2012. Maybe if you can help us to mention the net of those two. It looks like in

2011 it was a slight negative. You said mix gets less bad in 2012. Do you think price mix are essentially a wash in North America in 2012, or any

color there will be helpful.

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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Dan Ammann - General Motors Company - SVP and CFO

Yes, Chuck can address North America, but the comments I gave were global comments, just as relating to mix, so just factor that in.

Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

Yes, and if you look at 2011, price versus mix, slight headwind from a North American perspective. And I would say that in general terms, I would

expect to see kind of the same outcome in 2012, although kind of the nominal of both of those will be reduced. I think we'll have a little bit less

price and a little bit less mix implications in 2012 versus 2011.

Itay Michaeli - Citigroup - Analyst 

 That's helpful, Chuck. And then just a quick follow up. Dan, can you talk about the rationale for why you didn't make a contribution to the pension

in the fourth quarter? Clearly, you didn't have to make one, but the cash flow is still solid, you have plenty of cash, and you would've obviously

earned a little bit of income by doing that as well. Maybe you could talk about the rationale for doing that.

Dan Ammann - General Motors Company - SVP and CFO

Sure, well, the rationale for not doing it I guess.The most important thing we are working on is de-risking the plans and managing that funded

status volatility. We have no required contributions for the next five years at least. So we have a tremendous amount of flexibility in sort of when

and how we deploy cash into the pension plans.

You know, as you point out, one benefit of putting the cash into the plan is you get to earn your accounting rate of return assumption on that, but

frankly that in our mind isn't good enough reason on its own just to put that cash in there. And once it's in there you can't get it out of there.

So, we are focused first and foremost on the de-risking strategy.We obviously would rather get some tailwind from asset returns and discount rate

to bring the plan more closely to fully funded before we start dropping large amounts of cash into the plan. So we want to preserve flexibility. We

have the flexibility to play this out for a little longer, and that's what we are doing.

Itay Michaeli - Citigroup - Analyst 

 Thanks so much, guys.

Operator

Peter Nesvold, Jefferies & Company.

Peter Nesvold - Jefferies & Company - Analyst 

I guess bottom line I would love to understand -- are margins -- total automotive margins likely to be up in 2012 or not? And in North America, do

you expect that they will be up? And I definitely respect to the fact you've outlined a lot of the individual moving parts and clearly there are a lo

of them. But as you aggregate them altogether and based on volumes and pricing as you see them now, is there any way you can help us come

to sort of a net conclusion on all that?

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FEBRUARY 16, 2012 / 3:00PM, GM - Q4 2011 General Motors Company Earnings Conference Call

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Dan Ammann - General Motors Company - SVP and CFO

Yes, Peter, it's a fair question, but at this point we're not bringing all of that to a net conclusion based on where we are right now. We think the

perspective we've given on each of the components is our best view of where those go, and, we'll see how the net of all that comes together over

the course of the year.We'll see progress as we go through the first quarter, second quarter and we'll have increased visibility as we make progressthrough the year.

Peter Nesvold - Jefferies & Company - Analyst 

Okay. And then my follow-up question is on Europe. Press reports in January and February were suggesting that there might be a broader

restructuring plan announced maybe towards the end of March. Can you comment on that? Is that a realistic timeframe? As you go through tha

process, if the union doesn't agree to reopen the contract, are there anything -- any major levers that you can pull outside of the union contract

that you haven't already tried to pull in the past?

Dan Ammann - General Motors Company - SVP and CFO

Well, we are working up and down the P&L, as I said earlier. It's -- this is not a one-dimensional problem of only capacity and that's the only problem

and everything else is fine. We are working up and down the P&L, product portfolio, we think is in very good shape. We're making sure that ou

quality of sales mix and country mix and all of that is getting optimized.

We are working on initiatives to combine for example a lot of the back-office operations of Opel/Vauxhall on the one hand and Chevrolet Europe

on the other.There's a lot of duplication and efficiency opportunity there.We're working on efficiency in engineering operations.We are working

on efficiency in all parts of the business. So I don't want anyone to have the perception that this is sort of a one-dimensional manufacturing cos

problem or capacity utilization problem.You know getting to profitability is going to require progress on those fronts and on all fronts.

And we are working very aggressively.You've seen the management deployments that we've made.You've seen some of the management changes

we've made over there.We're bringing a lot of change to the business and a lot of change in approach and a lot of urgency. So I don't have a specific

timeline for you, but you can be sure that we're spending a lot of time there -- a lot of us here are spending a lot of time there and we are very, very

focused on getting to the right answer.

Peter Nesvold - Jefferies & Company - Analyst 

Great.Thank you.

Operator

Adam Jonas, Morgan Stanley.

Adam Jonas - Morgan Stanley - Analyst 

A couple questions -- first, was there anything at all you could highlight that was one-off in nature in North America in the fourth quarter? I justwanted to confirm that aside from what you mentioned there were no other items, either year on year or within the quarter itself that we're going

to look back on and say it was one off in nature?

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Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

Adam, Chuck. I would say fundamentally any one-time items kind of netted to zero. There were some puts and takes, but fundamentally there

wasn't a C dollar adjustment or a significant retroactive reserve adjustment or anything else like that. So it was pretty fundamental operating

performance in Q4.

Adam Jonas - Morgan Stanley - Analyst 

Okay, thanks, Chuck. A question then big picture -- you guys have given I think a pretty good deal of incremental cost information on the outlook

And if we break things down into four buckets, volume, pricing, mix and the pensions from 2011 to 2012 you are indicating -- you've indicated in

the call that maybe pricing and mix could net to a small headwind but similar to maybe last year's, nothing dramatic. And then we are left then

with volume versus pensions.You've been very specific in the $800 million for pension. And if we were to just do some idiot math and divide a

25% operating leverage into the $800 million you'd only need to grow your volume and revenue terms by about $3 billion, $3.2 billion, which is

about a 2% volume growth.

I'm just wondering, ex-Europe and putting Europe aside because understandably the charges there could be huge and up in the air, but ex-Europe

it seems like why wouldn't you be able to target stable profitability from 2011 to 2012, i.e. volume offsetting the $800 million pension?

Dan Ammann - General Motors Company - SVP and CFO

Well, again, the view we've given is an all-encompassing view, including Europe.

Adam Jonas - Morgan Stanley - Analyst 

Understandably, but ex-Europe, is it unreasonable then to assume that ex-Europe profitability couldn't be at least as strong this year as in 2011?

Dan Ammann - General Motors Company - SVP and CFO

Well, again, we are not saying it could be or couldn't be. We're just trying to give you a sense for the parameters and how we are weighing them

up. So, you can -- you've got your own model. You can put them together in there and come up with your own perspective on it. But we've tried

to be as clear as we can and giving you the building blocks at least.

Adam Jonas - Morgan Stanley - Analyst 

Okay, well it suggests you only need a 2% or 3% volume growth to offset the $800 million.

Let's see, and then last question, the 11.1% absent return on the pension, phenomenal. I think you probably have a lot of investors on the call tha

would love to get the resumes from the people that are running that plan for you so watch out. But how much of that 11.1% was the interest rate

swap versus really the pure -- having the pure exposure to the longer dated government bonds? Thanks.

Dan Ammann - General Motors Company - SVP and CFO

We don't break out the relative contribution of those, but what drove the asset performance was our aggregate long-duration fixed income

exposure.

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Adam Jonas - Morgan Stanley - Analyst 

Okay. So you wouldn't call out interest rate swap as anything material at this point?

Dan Ammann - General Motors Company - SVP and CFO

Well I'd just say that's part of our overall fixed-income strategy.

Adam Jonas - Morgan Stanley - Analyst 

Okay. All right, Dan.Thanks, guys.

Operator

Himanshu Patel, JPMorgan.

Himanshu Patel - JPMorgan Chase & Co. - Analyst 

I wanted to just go back to Europe. Dan, you mentioned the issues there are not one-dimensional, but you know, when you kind of do a postmortem

on the last restructuring in Europe, it's pretty glaringly obvious that the absence of German vehicle capacity -- assembly capacity closure was kind

of one of the key elements missing in that plan.

Your comment earlier sort of suggested the works council and everyone is kind of working together. Can you just talk a little bit about what's

happening with the tone of the conversations with the union there to the extent you can? On the outside it would seem more difficult now to ge

any sort of capacity actions done in Europe given where volumes are actually much harder -- much lower kind of during your last round o

restructuring. So, has there been some sort of -- I don't know what it is but where there's just been kind of an eye opening experience with the

unions, like we are at that stage where we have to do stuff? Or is that kind of a false observation that the tone has shifted?

Dan Akerson - General Motors Company - Chairman and CEO

 This is Dan Akerson. Let me weigh in on that. I think there is a general recognition by all constituencies that the situation in Europe today is not a

whole lot different than it was in the United States or North America generally three plus years ago.

I think there is a constructive engagement and I think everybody around the table understands that there's been a material change in the outlook

for the European economies generally. It's in the paper every day. And it certainly weighing on the consumer's mind and how they look at it.

So, I think as Dan briefly touched upon it, though, this is an element of our going-forward perspective or strategy that we have to match capacity

with demand and demand has been falling.

But more broadly, more systemically, we've got to look at every aspect of the business. And one of our goals is to make sure that we have the proper

scale for the opportunity that's offered in the intermediate to near-term, and then we have to structure the company for long-term profitabilityand sustainability. But we are looking at everything and -- in order to achieve a better breakeven point, a lower breakeven point and scale. So

when you -- there's more to come on this I think in the next couple of months, but, we are not approaching the problem on a one-dimensional or

two-dimensional basis.

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Himanshu Patel - JPMorgan Chase & Co. - Analyst 

Okay. And then one of the exacerbating issues around the European profitability during the last downturn was just all the negative media around

Opel's viability and sort of -- that sort of became a very nasty circular effect on your market share over there.You are seeing some sequential and

year-over-year European market share slippage now. I'm just curious would you guys attribute that to -- do you think this is just some sort of softpatch in the product cadence, or do you think there are some exogenous issues such as what happened last time, where there is -- it's really kind

of more of the perception of you know Opel and whether it's going to be around and in what form that's affecting the share right now?

Dan Ammann - General Motors Company - SVP and CFO

It's Ammann. I'd say that the -- there is one element that you missed in there, which is we have been very proactively looking at the quality of sales

across all of our markets in Europe. And there have been some markets notably in the UK, sort of rental fleet market, where we have proactively

 just taken business out of that market because it hasn't made economic sense. So there's been -- when you look at the share numbers you really

need to look at them on a country by country basis to some extent to understand what's going on, and looking at an aggregated share numbe

can be a little bit misleading. So, don't underestimate the impact of some of the proactive decisions we've made to get out of some lines of business.

Himanshu Patel - JPMorgan Chase & Co. - Analyst 

Okay, thank you.

Operator

Rod Lache, Deutsche Capital.

Rod Lache - Deutsche Bank - Analyst 

Just a couple of additional things on Europe. You mentioned this target of breakeven for that market. You're, ex-restructuring, losing $200 million

to $400 million a quarter in the back half. So, is it correct that the bogey for your cost savings would be a little bit over $1 billion of cost savings?

Or is there a reason why the earnings level that you are recognizing right now is a little bit below what you would -- your normal run rate would

be? For example, did you reduce inventories somewhat during the quarter?

Dan Ammann - General Motors Company - SVP and CFO

Yes, well the fourth quarter is, as you know, is sort of seasonally the weakest quarter of the year; if you look back on 2010 and 2011, you see that

impact. Production was down as you point out in the fourth quarter. So as to the cost savings target, obviously, a lot depends on the dynamics in

the market, and as you well know, the first lever that tends to get pulled in Europe has been the price lever, and that's certainly what we've seen

over the last few months here with volume sort of then following that down. So, clearly, the price/volume combination, how we play that, how the

industry plays that is going to be the biggest single determinant of profitability outcomes in the immediate term, in addition to, obviously, the

cost actions and other things we are going after.

Rod Lache - Deutsche Bank - Analyst 

Okay. And there is also certainly a perception that your hands are tied somewhat in the short term because of commitments that you've made to

labor. It sounds to me like you are not directly disputing that but at least suggesting that there is some flexibility there. Is that a correct assessment?

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And then, also, just related to the -- Europe from a broader perspective, obviously, as you mentioned this is not just a GM problem; this is an industry

problem. Is there any signs that you're seeing, just from a high level, that the market is moving towards some kind of a structural change that would

ultimately result in improvement for more broadly similar to what we saw in North America?

Dan Ammann - General Motors Company - SVP and CFO

Sure. So on the short-term flexibility, there are things we can do in the short term.The concept of short work and things like that to manage manned

capacity on a current basis. So there are a number of initiatives and things that we are looking at within the sort of short-term flexibility window i

you like.

As relates to overall market change, I think we agree that there are fundamental challenges in the industry in Europe.We're clearly focused on the

things that we can control in our business, but we are watching closely to see what other changes and things are going on in the industry to try

to address some of the more systemic issues if you like.

Rod Lache - Deutsche Bank - Analyst 

Okay.Thank you.

Operator

 Tim Denoyer,Wolfe Trahan.

Tim Denoyer - Wolfe Trahan & Co. - Analyst 

A question on North America as we look at 2012. In the context that was probably the biggest positive surprise on fourth quarter, just the EBIT

margin. In North America you're going into 2012 and incentives have now been a little bit above the industry average for pretty much the last six

months if we look at slide 13.You know can you give us a sense of how you expect pricing to go throughout the year? Obviously it's still a bit of a

year-over-year tailwind in the first quarter but how do you expect that to trend through the year?

Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

I guess from our perspective we made some fairly aggressive base model price increases in 2011 to recover and actually over recover the impact

of commodity price increases and freight increases. So in the first half of the year you will see that impact roll through in 2012 because we put

those price increases on kind of midyear.

So from the way we're thinking about the business right now between the 2012 base price increases and new model pricing related to some of

our launch products I would say that a fair amount of the net pricing will roll through in the first half of the year. Then we'll have to monitor the

situation from an industry perspective to see what happens with incentives and other opportunities. That's kind of my perspective on the North

American pricing environment right now.

Tim Denoyer - Wolfe Trahan & Co. - Analyst 

Okay. So with a little bit of a headwind, I guess the follow-up question is -- with a little bit of a headwind in the second half, is there any chance of

pulling forward some of the K2XX launch?

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Chuck Stevens - General Motors Company - CFO, GMNA and GMSA

No.

Tim Denoyer - Wolfe Trahan & Co. - Analyst 

Okay. I had to try.Thanks.

Operator

Mr. Arickx, I will now turn the call back over to you. Please continue with your presentations or closing remarks.

Randy Arickx - General Motors Company - Executive Director of IR

 Thank you, operator, and thanks, everyone for joining us today. Have a great day.

Operator

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnec

your lines.

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