Randy Arickx – Executive Director, Investor Relations and Communications Mary Barra – Chief Executive Officer Chuck Stevens – Executive Vice President and Chief Financial Officer Tom Timko – Vice President, Controller and Chief Accounting Officer Niharika Ramdev – Vice President, Finance and Treasurer

Rod Lache – Deutsche Bank Brian Johnson – Barclays Capital John Murphy – Bank of America Merrill Lynch Colin Langan – UBS Ryan Brinkman – JPMorgan Adam Jonas – Morgan Stanley Itay Michaeli – Citi Patrick Archambault – Goldman Sachs

Ladies and gentlemen, thank you for standing-by and welcome to the General Motors Company Third Quarter 2014 Earnings Conference Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session for analysts. (Operator Instructions) As a reminder, this conference is being recorded on Thursday, October 23, 2014. I'd now like to turn the conference over to Randy Arickx, Executive Director, Investor Relations and Communications. Please go ahead, sir.

Thanks, operator. Good morning and thank you for joining us as we review the GM financial results for the third quarter of 2014. Our press release was issued this morning and the conference call materials are available on the Investor Relations website. We are also 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 1st Page of the chart set. The content of our call will be governed by this language. This morning, Mary Barra, General Motors' Chief Executive Officer will provide opening remarks followed by a review of the financial results with Chuck Stevens, Executive VP and CFO. After the presentation portion of the call, we'll open the line for questions from the analyst community. Marry Barra will then conclude the call with some closing remarks. In the room today, we also have Tom Timko, Vice President, Controller and Chief Accounting Officer and Niharika Ramdev, Vice President, Finance and Treasurer, to answer some questions. Now I'll turn the call over to Mary Barra.

Thanks, Randy. I want to open today's call by thanking everyone who attended our Global Business Conference just three weeks ago. It was an important meeting because it was our first chance to talk to you about where we are going as a company. Together, we stated our clear purpose to earn customers for life and to become the most valued automaker. We reaffirmed our near-term financial target and we said, we are targeting 9% to 10% on an EBIT adjusted basis, by early next decade. We believe in our capabilities. We have the talent, the technology and the resources to deliver products and experiences that people love. We have huge upside potential in our brands and with GM financial and we expect to deliver significant core operating efficiencies especially in product development and purchasing. In know there is a show me attitude out there and believe me, it's a powerful motivator for me personally and for our team. We understand, we have real work to do and we are on it. We are changing behaviors to truly value every interaction with our customers and to build much strong relationships with our suppliers, our dealers and our other stakeholders across all of General Motors. This kind of change happens person-to-person one day at a time, but it is beginning to happen. Our journey continues from a solid base. As you can see on Slide 2, we delivered 2.4 million units in the quarter up slightly from a year ago. In the United States, sales increased 8% in the third quarter compared to a year ago. Sales in China, our largest market were up 14% looking at market share, our global share was 11.5% and we earned 17.3% of the market in the United States and 15.2% in China. On a revenue basis, we improve nearly $300 million thanks to improvements in North America and GM Financial, which offsets the clients and markets like Russia and Brazil, where the entire industry is facing headwind. Turning to the bottom line, net income to common stockholders was $1.4 million or $0.81 per diluted share which includes a net loss from special items of $300 million or $0.16 per share. Looking at net cash, net cash from our automotive operations activities was $700 million compared with $3.3 billion in the prior year. The decrease was primarily driven by one extra regularly scheduled payment to suppliers in the quarter compared to a year ago and cash payments to suppliers and dealers to pay for recall, repairs. Next, let's look at non-GAAP results. On an EBIT adjusted basis, GM earned $3.2 billion which is in line with our expectation. As you can see on the chart North America earned $2.5 billion in EBIT adjusted which is up about $300 million from a year ago. Europe continues to show operational improvements despite the headwinds in Russia. Losses increased due to incremental restricting expense that overall results were ahead of expectation and GM South America, we essentially breakeven despite the difficult macroeconomic environment in Brazil and Argentina and the ongoing challenges in Venezuela. In China, we earned an equity income of $500 million from our joint ventures, which is up 14% from a year ago. At GMIO including china and all other markets and at GM Financial results were about equal from a year ago. Finally our adjusted automotive free cash flow was negative $800 million compared with $1.3 billion a year ago. Chuck Stevens will provide additional details in all of this in just a few minutes. If you turn now to Slide 3, we have summarized some of our key accomplishments from the quarter. They are organized around the 2016 financial targets and strategic opportunities that we presented at the Global Business Conference. So it is clear to see, how accomplishments are driving the business forward. Starting in North America, we had an outstanding record with record 80 ps in an EBIT adjusted margin of 9.5%, that's an improvement an 0.2% compared with a year ago and it marks our fifth consecutive quarter of year-over-year improvement. Our performance was well balanced across different vehicle segment, but it was especially strong in pickups and SUV. For example, our retail share of the large SUV segment is about 80% through the first nine months of the year. Also GM estimated share of the retail market for large pickups has now increased sequentially for three quarters in a row. We expect to believe in more truck momentum as availability of the Chevrolet Colorado and the GMC Canyon growth during the fourth quarter. We are very excited about these launches. The trucks are getting great reviews in the press and to meet expected demand, we've already announced plans for third production shift at our Winfield, Missouri plant. We expect it to come online in March. Sales of smaller vehicles have also been strong. In fact our compact cars are having their best sales year since 2005 and the new Buick Encore small crossover has been the best-selling vehicle in its segment for six months in a row, through September. Looking next at China, we had record sales in the third quarter and during the first nine months of the year. Our margins continue to remain strong at 9.6%. Our market share in the quarter 15.2%, up 0.8% of a point from a year ago. For the year, we are up 0.2% to 14.7% on the strength of new products at all of our brands, especially Chevrolet and Cadillac. We also passed a major milestone in September. 20 million cumulative vehicle sales. As we said at the Global Business Conference, we aim to grow faster than the market overtime. Our China joint venture are planning to invest significant from 2014 through 2018 to open five new manufacturing plant, this will give us the ability to support sales of just under 5 million vehicles annually. During the third quarter, we added capacity for 300,000 vehicles and 450,000 engines. In Europe, we made several strategic moves during the quarter which we expect will help us return to profitability in 2016. The better managed through the difficult market in Russia and position ourselves with future success. We have strengthened our leadership team. We are speeding up supplier localization at our St. Petersburg plant and we have adjusted manpower. In Spain, we began building the Opel Mokka at our Zaragoza plant, which we believe will help us meet market demand and improved profitability. At the Paris Auto show we unveiled four new products and powertrains, that we expect will drive revenue and share growth. The biggest reveal was the fifth-generation Opel Corsa. It's the car first major redesign in 8 years and we are expecting an improvement of variable profit of about $900 per unit. The new Astra which will follow next year is expected to deliver an even larger variable profit improvement of about $1,250 per unit together these models will represent about half of Opel/Vauxhall's volume. Turning to Slide 4, let's next talk about Cadillac, where we have a new leadership team led by Johann Denison that lives and breathes, the luxury business and is prepared to make bold moves to accelerate the brands global growth. The opportunity is enormous, the global luxury segment is expected to grow by 36% by 2020. In September, Johann, Dan [ph], [indiscernible] and I met with our Cadillac dealers and shared the framework of a plan to elevate the brand, so it's value in the market place matches the strength of its award winning new vehicle. This includes investing in every customer touch point and expanding Cadillac portfolio with vehicles like the ATS Coupe, the ATS-L in China and the CT6, which will be the most technologically advanced Cadillac every built. One of the CT6's most important innovations will be the new lightweight body construction technique that helps reduce fuel consumption and enhances driving dynamic and improved safety. It's an important statement about our intent to lead the industry and technology and innovation, but it's not the only one. For example, this quarter we launched Powermat wireless smartphone charging in the Cadillac ATS Coupe and we continue to rollout 4G, LTE and high speed mobile broadband across our brands in the United States. We also announced that in 2017, the Cadillac CTS will be GM's first car and we believe the first in North America, with vehicle-to-vehicle connectivity, which can help mitigate or avoid up to 80% of crashes involving unimpaired drivers. We also confirmed that Cadillac will introduce a technology call Super Cruise in that same timeframe. This feature will allow drivers to safely travel highway without touching the steering wheel or the pedals for extended periods in both stop and go traffic and at speed. This is just a glimpse of how we will use technology to make driving more fun, safer and more convenient. There is a lot more coming. Another piece of good news came when the S&P upgraded GM and GM Financial investment grade status on the strength of our fortress balance sheet, our cash flow and our operating performance. The biggest impact of the upgrade will be filed at GM Financial, which will be able to raise capital at a lower cost that in turn will help us sell more vehicles and build customer loyalty. Before I turn the call over to Chuck. I'd like to give you a quick recall update. As we have discussed before, we have worked very closely with our suppliers to accelerate the production and the shipment of repair part for the vehicles we have recalled this year and our dealers have done an exceptional job of fixing vehicles as quickly as possible. With respect specifically to the ignition switch recall that we announced in the spring, our dealers have repaired more than 1.2 million vehicles which is more than half of the population still on the road. We now have a parts and kits available to repair all of the impacted vehicles. So we are stepping up our proactive outreach to customers, who have not yet brought their vehicles in for a repair. Finally, the GM ignition claims resolution facility, which is been administered by Ken Feinberg began accepting claims on August 1, and will continue to accept claims until December 31. Let's now move to a more detailed review of the quarter with Chuck Stevens then we will take your questions. Chuck?

Thanks, Mary. Now on Slide 5, I'll start with a summary of our financial results for the quarter. Net revenue for the period was $39.3 billion compared to $39 billion in the prior year period. The $300 million increase includes an unfavorable $800 million associated with 93,000 lower wholesale volumes and an unfavorable $300 million primarily related to foreign exchange translation in South America and North America. These factors were partially offset by $600 million favorable impact from net pricing primarily in North America. Favorable mix of $400 million across several regions and $400 million of [indiscernible] GM Financial. Net income to common stockholders was $1.4 billion for the quarter and nearly $700 million from the prior year. This was driven primarily by the absence of the $800 million reduction from the redemption of, a portion of series A preferred shares during the third quarter of 2013. Partially offset by $300 million in special charges this quarter, which I will cover later. Diluted earnings per share came in at $0.81 and our automotive net cash from operating activities was $700 million, down $2.5 billion on a rounded basis compared to 2013. The decrease was driven by one extra weekly payment cycle to suppliers in this quarter compared to the same quarter a year ago and cash payments related to repairing, recalled vehicles including cost to expedite parts to dealers. For our non-GAAP measures EBIT adjusted was $2.3 billion in the third quarter and EBIT adjusted margin declined to 5.8%. the decrease from the prior year was primarily due to incremental restructuring expenses in Europe, incremental recall related expense and unfavorable foreign exchange. Adjusted automotive free cash flow was a negative $800 million to the third quarter. a decrease of $2.2 billion on a rounded basis. The decrease was driven primarily by one extra regularly scheduled payment to supplier in the quarter compared to a year ago and cash payments to suppliers and dealers to pay for recall, repairs. For the first nine months of the year, we generated $1.3 billion in adjusted free cash flow despite the higher recall related calls on cash. This would equate to about $2.3 billion of adjusted free cash flow for the first nine months excluding recall related cash payments. Slide 6, lists the special items for the quarter. Again net income to common stockholders was $1.4 billion and a fully diluted earnings per share was $0.81. net income was reduced $100 million related to flood damage sustained at our technical center in Warren, Michigan and $200 million of assets impairments related to our Russian subsidiaries. These charges had a $0.16 unfavorable impact on diluted earnings per share. On Slide 7, we show our consolidated EBIT adjusted for the prior five periods. At the bottom of the slide, we list the revenue, wholesale volumes and margins for the same periods. Our EBIT adjusted was $2.3 billion and our EBIT adjusted margin was 5.8% for the quarter, down 1 percentage point from the prior year period. This include $200 million on incremental recall related expense. Our consolidated wholesale vehicle sales were $1.5 million in the third quarter 6% decrease from the prior year. Primarily attributable to challenging market conditions in South America and GM International operations and our global market share decreased 0.10 percentage point to 11.5%. Turning to Slide 8, we explain $400 million year-over-year decrease in our consolidated EBIT adjusted. As I just covered global wholesales were down in total. However, the EBIT adjusted impact increased wholesales in North America, offset the impact of lower wholesales in the rest of regions. Mix was also flat compared to the prior year. Price was $600 million favorable primarily due to recently launched vehicles in North America like the new full size SUVs. Full size trucks in the Middle East and price actions to offset foreign exchange and inflation impacts in South America. Costs was $800 million unfavorable primarily due to $700 million in material cost associated with recently launched products. Incremental restricting expense of $100 million, recall related expense of $200 million. Partially offset by $200 million in material cost performance. Other was $100 million unfavorable primarily related to $200 million of unfavorable foreign exchange, partially offset with $100 million of incremental equity income. Slide 9 gives our year-over-year EBIT adjusted performance by segment. GM North America increased to $300 million to $2.5 billion including approximately $100 million of incremental recall expense. GM Europe decreased $100 million on a rounded basis driven by higher restructuring expense. GM International Operations was flat compared to the prior year period as China growth was offset by challenging conditions and consolidated operations. The South American segment essentially broke even despite an increasingly challenging macro environment. GM Financial recorded $200 million in adjusted earnings before taxes, flat year-over-year. Our corporate sector was $200 million loss, including recall related legal expenses of approximately $100 million. I will now review the key performance indicators for North America on Slide 10. For the third quarter of 2014, our total US market share was 17.3% and our retail share was 15.5%. The success of our recently launched full size SUV's have driven retail share in the segment to 78% year-to-date, a 9 percentage point improvement and a nearly 15 percentage point increase in a share with a large luxury SUV segment. Our incentives for the quarter were 11.4% of average transaction price, which put us at 110% of the industry average. This compares to incentives as 10.9% of average transaction prize and 114% of the industry average in the prior year period. The incentive growth was far less than our domestic competitors and less in the overall industry. Average transactions prices at all-time high for GM in the month of September. Slide 11 shows, GM North America's EBIT adjusted for the most recent five quarters. At the bottom of the slide. At the bottom of the slide, revenue increased $2.3 billion to $25.8 billion driven by a wholesale volume increase of 59,000 units and strong pricing. North America's EBIT adjusted margin was 9.5% for the third quarter. this represent the fifth consecutive quarter of sequential year-over-year improvement and EBIT adjusted margins excluding recalls. Our US dealer inventory increased to 754,000 vehicles up from a year ago, but down about 45,000 units from the second quarter. This is equivalent of 81-day supply and at the end of the September one day less than the prior year period. GMNA wholesale vehicle sales were 834,000 units, 59,000 units higher than the prior year. North American market share was 16.8% in the quarter which was at the 0.10 percentage point increase from the prior year period. The primary drives of $300,000 million increase in North America's EBIT adjusted are on Slide 12. Volume was $500 million favorable due to an increase of 59,000 units in wholesale vehicle sales driven primarily by full size pickups and full size SUVs. Mix was a $100 million unfavorable primarily due to country mix. As a large proportion of sales were attributable to Canada and Mexico this quarter compared to the prior year. Price was $400 million favorable as the $800 million in favorable pricing from our recently launched vehicles was partially offset by $400 million in unfavorable pricing from our carryover products. There were no materials incentive stock adjustments or related impacts in price this quarter. cost was $700 million unfavorable primarily due to $600 million in increased material cost associated with recently launched products and $100 million of other. Primarily due to incremental recall related cost including higher freight expense as we expedited shipping of recall replacement parts. This was partially offset with $100 million in material cost performance associated with carryover products. Other was $100 million favorable due to foreign exchange. Turning to Slide 13, Europe reporting EBIT adjusted loss of $400 million for the quarter on a rounded basis $100 million increase from the prior year. Revenue decreased to $5.2 billion for the quarter primarily due to lower volume in foreign exchange primarily driven by Russia. Europe's wholesale vehicle sales for the quarter decreased 14,000 units to 273,000 units. Opel/Vauxhall sales were up about 4%, which was more than offset by lower sales in Russia. European market share decreased to 6.5% as we wind down the Chevrolet brand and deal with market declines in Russia. However, Opel/Vauxhall brand experienced market share increases in 12 countries on a year-over-year basis. On Slide 14, we provide the major components of Europe's $100 million decrease in EBIT adjusted. Volume was flat. Mix was a $100 million favorable driven primarily by the Opel Mokka. Price was flat. Cost was $100 million unfavorable driven by $200 million in incremental restructuring expense partially offset by $100 million in material cost performance on carryover products. Other was a $100 million unfavorable due to foreign exchange. Primarily the Russia Ruble against the US Dollar. We now move on to GMIO's profitability for the prior five quarters on Slide 15. EBIT adjusted was $300 million including $500 million in equity income from our joint ventures. At the bottom of the slide, GMIO's revenue from consolidated operations was $3.7 billion. So $1.1 billion decline from the third quarter of 2013, is primarily due to lower wholesale vehicle sales of 74,000 units associated with the line down of the Chevrolet brand in Europe and lower volume in [indiscernible] in India. The net income margin from our China JV's came in strong at 9.6%. GMIO had wholesale vehicle sales of 159,000 for its' consolidated operations and 868,000 for the China JV's. year market share improvement to 10.4% driven entirely by share growth in China, which finish Q3 at 15.2% share. And Slide 16, we provide the major components of GMIO's year-over-year performance. Volume was $300 million unfavorable driven by reduced wholesale vehicle sales and our consolidated operations. Mix was $100 million favorable, primarily attributable to lower proportion of Chevrolet Europe sales. Price was $100 million favorable due to full size SUV's and full size pickups in the Middle East and cost was essentially flat year-over-year. Other was $100 million favorable driven by increased equity income in China. Slide 17 provides a look at GM South America's performance in recent quarters. Despite of very challenging environment South America, we have delivered sequential improvements in EBIT adjusted as the year has progressed and we expected this trend to continue in the fourth quarter. at the bottom of the page, revenue decreased $1.2 billion year-over-year to $3.2 billion. This is due to $900 million in lower wholesale volumes primarily in Brazil, Venezuela and Argentina as well as $300 million unfavorable impact primarily from foreign exchange. GM South America's wholesale vehicle sales were 218,000 units and 64,000 unit decreased from the prior year period and our market share in the region declined to 16.4%. On Slide 18, we will look at the drivers of the $300 million decrease in EBIT adjusted. Volume was $200 million unfavorable driven by 64,000 lower wholesale volumes. Mix was $100 million unfavorable due primarily to lower sales in Venezuela. Price was $100 million favorable due to actions we have taken in Argentina to partially offset inflationary and foreign exchange pressures. Cost was $100 million favorable and other was $200 million headwind due to foreign exchange in Argentina and Venezuela. This totals to essentially breakeven EBIT adjusted in South America in the third quarter. Slide 19 provides a walk of adjusted automotive free cash flow for the third quarter. From our net income to common of $1.4 billion. We add back the impact of non-controlling interest in preferred dividend and then deduct GM Financial earnings to arrive at an automotive income of $1.3 billion. We had $300 million in non-cash special items and our depreciation and amortization was $1.4 billion. Working capital was $2.7 billion use of cash driven primarily by an extra weekly payment cycle to suppliers, during the quarter compared to the prior year period along with increased inventory related to rental cars. Pension and OPEB cash payments exceeded expenses by $300 million in the quarter. other was an $800 million source of cash. A $200 million increase from the prior year. Primarily driven by an increase in joint venture dividends partially offset by deferred income taxes. This totals automotive net cash provided by operating activities of $700 million, which also included approximately $700 million in recall related cash payments associated with large accruals, we made earlier this year. We expect similar levels of recall related cash payments in the fourth quarter with the remainder of the recall related cash payments following into 2015. We have $1.6 billion of capital expenditures in the quarter giving us an adjusted automotive free cash flow of negative $800 million. We expect adjusted automotive free cash flow to be positive in the fourth quarter as much as negativity in the quarter was due to timing of working capital components. Our liquidity position on Slide 20 decreased to $36.6 billion including $26.1 billion in cash and marketable securities. Debt increased to $7.3 billion and we continue to $3.1 billion in Series A preferred stock. As we look at rolled forward of our pensions plans primarily including updates to service cost, payments and foreign exchange. The US qualified and non-qualified pension plans ended the quarter underfunded by $6.8 billion. Our non-US pensions were underfunded by $11.5 billion and our unfunded OPEB liability remain flat at $6.2 billion. Slide 21 provides a brief summary of our auto financing activities. GM Financial release their results this morning and will hold their earnings conference call at noon. Our US Subprime penetration in the third quarter declined 0.2 percentage points to 7.6%. Our US lease penetration increased to 22.3% in the third quarter, which is just a few point below industry average. Lease penetration in Canada improved 7.8 percentage points to 15.9%. GM is a percentage of GM Financial loan and lease originations rose to 74% and GM Financial percentage of GM's US consumer Subprime financing and leasing was 33% in the quarter. GM Financials annualized net credit losses remained consistent at 2% and their adjusted earnings before tax were $205 million for the third quarter. Currently on Slide 22, we reiterate our focuses we begin to close off the year. We need to continue to execute our recent and upcoming launches and this includes ramping up, availability of our all-important midsized trucks here in North America. We will continue to drive improved core operating performance across the regions as we execute action plans to address challenging environments in places like South America and Russia. We are confident, we are currently on or ahead of the plan to deliver the results, we promised earlier this year excluding the effects of recalls. We continue to believe that second half EBIT adjusted and EBIT margins will be higher in the first half of the year excluding recalls. The first half EBIT adjusted and margins were $4.3 billion and 5.6% respectively excluding recalls and in Q3, we delivered another $2.5 billion EBIT adjusted and margins of 6.4% excluding incremental recall related expenses. Our third quarter results, further validates that we are consistently delivering on our plans. Now Mary and I will take your questions, after which Mary will have some closing remarks. Thanks.

Thank you. Ladies and gentlemen (Operator Instructions) our first question comes from the line of Rod Lache with Deutsche Bank. Please go ahead, sir. Rod Lache – Deutsche Bank: Couple things, one is I was hoping you might be able to just talk a little bit about within North America, the price and mix versus the contribution cost, if you had it all together for new products and carryover. It's about negative $200 million and you did mention that your investor meeting that you're expecting that to get better going forward. I think partly on some moderation of carryover pricing and partly on cost. Can you just give us a sense of when we would start to see that some of the major drivers of that improvement going forward?

Yes, sure, Rod. As we indicated back on October 1, when we looked into 2015 and beyond. We expect to accelerate material performance on carryover. Generally in the range of $800 million to $900 million of performance next year, which would be up $300 million or $400 million on a year-over-year basis and as we cycle through especially on a year-over-year compare, the incentive increases in full size pickups. We will expect that to moderate as well next year driven by a number of factors as we mentioned competitive launches at a couple of our competitors. So those will be the big drivers. Rod Lache – Deutsche Bank: So early next year, you would expect to see some moderation?

That's our expectation to see it through the year, as we indicated on October 1, yes. Rod Lache – Deutsche Bank: Okay, and I noticed in the J.D. Power PIN data that there was something of an uptick in incentive spending in large pickup trucks recently like September and October. Is that just sort of tactical moves or is there some deterioration happening there and then, I was hoping you can also maybe touch on just China kind of broadly. Obviously there is been some slowdown broadly in that market. Some players are suggesting that inventories have risen and obviously that some capacity growth. You know what's any update on the outlook for that region?

Yes, talking about the talking centers first and overall incentives for us in September were up versus where we've been running in July and August and as you noted, it was very much a tactical move. We wanted to start and aggressively sell down, model year '14 to make room for model year '15. If you look at overall Q3, our increase was below our domestic competition, Q3 versus Q2 and generally in line with the industry and on a calendar year-to-date basis. We are generally in line with spending levels as a percent of transaction price versus last year. So in no way a departure from incentives, discipline and aligning supply and demand that was very much a tactical move in the month September. I would expect incentive spending to moderate and come down as we go through the fourth quarter. relative to china, growth has slowed in the last couple of months, but year-to-date still up between 9% and 10% in a year-over-year basis. We are still expecting something just short of 10% industry growth to somewhere around $24 million versus just over $22 million in 2013 and would expect to see that kind of level of growth may be somewhat muted going into 2015 as well. Rod Lache – Deutsche Bank: Okay, thank you.

Our next question comes from the line of Brian Johnson with Barclays. Proceed with your question. Brian Johnson – Barclays Capital: Sure. A couple questions, sort of housekeeping in North America then sort of Russia and helping us understand what part of Russia is in GMIO versus Europe. In North America, your wholesales seem to match your retails roughly year-over-year, but if we look at sequentially. You had they weren't kind of in line, can you kind of maybe go back and recap for us and kind of wholesale retail, mismatch. Last quarter versus this quarter then how to think about going forward?

Yes on that specific question, Brian. We will get back to you on those details between second quarter and third quarter retails versus wholesales. Remember, you start with production, imports and we imported a fair few units less exports and then we end up with factory units sales and we adjust for whatever happens from a daily rental perspective, whether we are buying – since I would suggest that taking wholesales in the movement in dealer inventory should roughly triangulate with the changes in deliveries, but we can provide that that detail to you later. Brian Johnson – Barclays Capital: Okay, second question on North America. I think in the past you said that, same thing about North American margin that you said about Global EBIT margin that will improve second half over first half recalls. Is that still out there or is that just because their winnings [ph] in the end of the back year.

Yes, I would suggest that EBIT margins in North America are going to be higher in the second half than they were in the first half, they'll be higher in the second half versus the second half last year will be higher in the fourth quarter versus the fourth quarter last year. Brian Johnson – Barclays Capital: Okay and then finally, could you provide some more color on Russia. What was the headwind in 3Q, maybe where does it show up between GME and the wind-down of Chevy in GMIO's, is there any intra-region we got to be aware of there? And then how should we think about that going forward both the currency effect which might just show up in a special item and then just ongoing pressures there.

First all of the Russia results are reported in GM Europe Chevrolet, Europe which is Western Europe results are reported in International Operation. So again, all of Russia is within the GM Europe segment. When you think about Russia on a go forward basis, I think you need to size the operation. You know, we are selling today roughly 125,000 units to 130,000 units significantly down year-over-year because of the industry. Locally, we have about a quarter of $1 billion in country over the local fix costs. So when I think about where the challenge is or where the headwinds could materialize on a go forward basis clearly, it would be in foreign exchange depending on what happened with the Ruble and our ability to go price for that and offset it. Number two, would be in volumes and how much further does the industry drop on a go forward basis, but I think the key message is overall exposure, overall magnitude of the business in Russia compared to the rest of GM Europe is relatively small. Brian Johnson – Barclays Capital: Okay and your PP&E base is fully depreciated yet and if you were to market it down duty to business prospect for currency or both. I assume, that would be a special item.

We impaired the Russian assets in the third quarter $200 million charge as a special item. Brian Johnson – Barclays Capital: Okay, thanks.

: John Murphy – Bank of America Merrill Lynch: Good morning, just a first question on average transaction prices which are running better than I think most people unexpected despite the fears. One of the big supports is that, 3-year to 4 year old residuals are running about 5% higher than normal for the industry. I'm just curious if you can comment on where GM's 3-year to 4-year old residuals are running relative to current pricing and just trying to understand that versus where the industry stands right now because of big support for price [ph].

Just broad strokes John. Our residuals generally compared to where the industries out in US, we have a gap of roughly 200 basis points to the industry on average across our portfolio. So you could apply, whatever numbers you have for the industry and were about 200 basis points less than on average from a residual perspective. John Murphy – Bank of America Merrill Lynch: And you'd expect that gap to close as new products are launched over the next 1 years or 3 years.

And as I've talked about before, in my former role that's one of the key initiatives that we have on a go forward basis, was to close that residual gap and if you size up that opportunity from a business model average improving the overall output of the business, that's $150 million to $200 million opportunity. Especially it manifests itself from a lease perspective and lower lease cost. John Murphy – Bank of America Merrill Lynch: That's very helpful, then a second question as we look at Slide 19 and the working capital ahead of $2.7 billion. I know you guys are setting this extra week of payments to suppliers, is that really basically $2.6 billion trucks or is it that, you know a little bit less than that? I'm just trying to understand the magnitude.

Yes, broad strokes that extra payment is worth about $2 billion and then there inventory impact that makes up the rest and a big portion of that inventory impact is the timing of rental repurchase, we buy them back and we didn't send them to the auction in Q3 and frankly, a certain part of that delay was, we had to hold until they were repaired because of recall issues. So I would expect to see that unwind not necessarily all in Q4, will be opportunistic depending on used car values typically better in Q1 and Q4, but I would expect that to unwind over the next six months or so. John Murphy – Bank of America Merrill Lynch: And working capital should unwind in the fourth quarter?

A good portion of that supplier payment, that extra payment should unwind. So started $2 billion and that will be driven largely by the level of production, that we have on a comparable basis, but certainly we'd expect a good portion of that to unwind in the fourth quarter, yes. John Murphy – Bank of America Merrill Lynch: Okay and then on the European comments, is very much focused on profitability in 2016, the bulk of them is going to be closed at the end of this year and it sounds like, the Corsa and Astra launches will be fairly helpful next year. I'm just curious, if you could talk about sort of interim step in 2015 because that would be a breakeven year, in Europe just based on the cost saves and the product launches.

I would only go this far and you'll stay tuned for January, but we would expect to see significant improvement year-over-year in Europe versus this year. John Murphy – Bank of America Merrill Lynch: Okay and then just lastly, it looks like you guys brought back about $168 million box worth of shares in the quarter, what was that? I mean, I thought we won't look at any share buybacks here, but it looks like you executed share buybacks in the quarter.

Yes, this is just any dilutive share buyback related to our incentive compensation program. John Murphy – Bank of America Merrill Lynch: Okay, but do you have the ability to buy back shares, if so desired into offset options?

That's fundamentally what we did in the quarter, yes. For what we intended to do is make sure that our incentive compensation program did not dilute shares. Yes, we don't have options by the way. John Murphy – Bank of America Merrill Lynch: Okay, got you. Thank you very much.

Our next question comes from the line Colin Langan with UBS. Please proceed with your question. Colin Langan – UBS: Any upside on the restricting cost for the year? I think in starting the year you said, it would be about $1.1 billion, there's only $700,000 year-to-date. Does that imply a big hit in Q4? Is that number likely going to come in lower?

I would expect overall restructuring expenses to come in somewhat less than $1.1 billion, but I would also suggest that Q4, will be slightly higher than Q3 from a restructuring perspective two drivers to that Colin. Number one, Europe will be down slightly quarter-to-quarter, but we are also now starting to ramp up the restructuring costs associated with the Australian manufacturing. So you know the combination of those two, a little bit lower in Europe higher and IO, the net result will be slightly higher restructuring cost in Q4 versus Q3, but overall I think we are going to be end up closer to a $1 billion, then we will $1.1 billion, when we get all set and done. You know a lot of that dependent upon the timing of employee acceptances of separation program etc., but that's our best thinking at this point. Colin Langan – UBS: And you know, looking at GMIO ex-China. It looks like, it continue to decline about another $100 million, is there any restructuring plans there. I assume this year there was going to be some action, given the changes to the Chevy Europe strategy. Is there anything we should be anticipating coming down the line there to get that those probable [ph] losses to turn around.

Yes, we continue to execute a number of plans. I just mentioned, the Australia manufacturing that's is going to be one big driver over time that will drive improved performance. There is been a number of actions taken by Stefan Jacoby and his team and all of the markets there to an improve the results and rate size, the business model. And in fact, we are ahead of our plan there from restructuring their performance perspective and again similar to Europe without providing too much specific guidance on 2015. We would expect to see continued improvement in consolidated operations on a year-over-year basis. A lot of that obviously will be absence of losses associated with Chevrolet Europe, which is also factored into the IO results.

I would just add Chuck, there is two components of that. there is, I'll say shorter term of just driving the efficiencies and make sure, we are managing the business effectively and then there is longer term, making sure we have the right portfolio, understand the customer and are going to market with the white product lineup that will take, have a little longer horizon. Colin Langan – UBS: Okay and just one last question, tax rate was pretty low in the quarter. how should we be thinking about that going forward for the full year?

Yes, for the full year I would say low 20% range. Colin Langan – UBS: Okay, thank you very much.

Our next question comes from the line of Ryan Brinkman with JPMorgan. Please proceed with your question Ryan Brinkman – JPMorgan: Obviously a lot of moving pieces in Europe these days, you know some better sale and share in Western Europe sharply lower sales in share in Western European sharply lower sales in share in Russian that currencies, sanctions, plant closure, Chevrolet exist as that stuff. So I'm wondering, is there anything you can tell us about the profitability of your underlying core Opel/Vauxhall operations, outside of Russia, outside of [indiscernible], so that we can better gage the progress of your underlying continue to [indiscernible].

Okay, so broad strokes. We lost overall Europe $300 million in the first quarter, $300 million in the second quarter, $400 million in the third quarter. the restructuring in each of those was roughly $200 million. Yes the core overall European operation about $100 million loss in the first quarter, the second quarter; $200 million in the third quarter. A chunk of that really was related to the Porsche ramp down in the course of launch. So the core European business was running close to $100 million loss and that includes a fairly significant year-over-year headwind from Russia. So my takeaway and the way, I think about it Ryan is, the core operation in Opel/Vauxhall performed reasonably well. If you strip out the restructuring and factor in some of the headwinds we were facing from Russia. Ryan Brinkman – JPMorgan: Okay, great and that housekeeping item on North America, Chuck you said you called that some higher trade expense related to the recall parts. Can you quantify that, it does sounds like there's $100 million non-material cost cut out, is all of that freight, that would be 40 bps?

Yes, no. all in on around about $100 million of incremental recalls related expenses, significant portion of it, is premium freight and just expediting the shipment of recall parts as you know, not only the ignition switch but other recalls we get, 25 plus million vehicles we are trying to repair and take care of the customers as expeditiously as possible. We are also doing significant outreach to a number of these customers above and beyond, what we have done in the past to try to encourage them, to bring their cars in and get them repaired, which is a factor and overall from a warranty adjustment perspective, there were adjustments and warranty but nothing material. Taken all together, it kind of adds to on around $100 million or so. Ryan Brinkman – JPMorgan: So I guess, what I'm hearing is that, full year adjusted for recall, you ran at 9.9% in the third quarter, which is typically a softer quarter relative to your 2016, well 10 points to zero [ph].

I would say that, your map is correct and the third quarter ex, the impact of recalls, we ran it about 9.9%. Ryan Brinkman – JPMorgan: Okay, great. Then just complete last question, on the breakeven results in South America, probably the biggest price today, I would say, if you will get a tend bit [ph] sideboard it doesn't look like you're taking much restructuring down there. You talked about [indiscernible], but nothing that rounds, that doesn't round down to zero. So if it's not restructuring and is a product cadence, which is of course a good thing, but that maybe it means, it's little bit more cyclical as oppose to restructuring. Can you just tell us about sources and sustainability of those better results? Thanks.

Yes, I think what you're fundamentally seeing is the impact on the cost structure of all the actions that we've been taking over the last two years. so this just wasn't a one-time time, starting back in late 2011, 2012. We have been consistently driving improved localization, material performance, logistic savings. We've been working on manufacturing efficiency including plant closures and other actions, a more economic labor agreement, three year labor agreement at lower than industry average economies for instance and what we are seeing is, the impact of much lower cost structure and our ability to deal with the volatility in the market. So it's a one initiative thing, it's a combination of everything that team is been executing over the last number of years. Ryan Brinkman – JPMorgan: Great, thanks for the color.

Our next question comes from the line of Adam Jonas with Morgan Stanley. Please proceed with your question. Adam Jonas – Morgan Stanley: Couple of questions for Mary. Mary at Ford Motor company's recent capital market stay, a couple of days before yours. They show the slide called automotive industry trends and one of the slides, part of the slide included technologies that would have disruptive impact on the business model of automakers. At the top of list was new mobility and car sharing. I would love to hear your views on how GM views the threat or opportunity of car sharing and ride sharing, things like business model like Uber Lyft and you know guys have really arrived on your business in what you're doing and how much of a focus that is?

Well, Adam. We – as I said at the Global Business Conference we think, there is going to be more change in the next 5 years to 10 years than there has been in the last 50 years, with a lot of different aspects. As it relates to technology, consumer preferences, what is happening from an environmental perspective, from a regulatory perspective and but we are not announcing specific things. We are working in all those areas because, they drive change, but they also drive opportunity and to strengthen the business. The end of the day, there is going to be a point where people still need to get from point A to point B and well, we want to participate strongly in that, in a number of different models because I don't think it will be the same across the globe. So we are working on a number different initiatives specifically to talk, what we deem our call Urban Mobility and so we do see those changes coming and we see them as opportunities. Adam Jonas – Morgan Stanley: Great and then just final question, Mary. A lot of the topics and goals of your business conference through 2016 and of course beyond through the architecture consolidation period, well in the next decade involved a very large dependence on China, on Cadillac, on your global architecture. Which would of course imaging involve your most important strategic partner Shanghai Auto.? I guess a question is, as you get more intertwined with Shanghai Auto or SAIC. Is the current structure enough to kind of handle and nurture that co-dependency that you have, you're obviously hugely important to them, they're important to you, but as you kind of become more and more co-dependent not less. Is there an opportunity or is there a discussions to take that, to kind of more formalized that perhaps you will say a strategic alliance or cross shareholding or something more or is the current structure satisfactory to you? Thank you.

You know I would say the current structure is satisfactory, I think what's more important than even the structure though is the strength that we have in the partnership, the respect, how well we work together, how we look at the business and are driving it and looking at opportunities across the market place. You know we have complete alignment and the importance of the three brands that we have from Cadillac, a Buick and a Chevrolet and then come to specific as you look at the Wuling partnership with [indiscernible] and the Wuling brand and so you know very well set out strategies have looked at the opportunity, Cadillac provides a great opportunity. So again, I think the structure is fine and I think it's the strength of the JV is the way that we work together and look at how the market is going to progress and how we're going to participate in it. Adam Jonas – Morgan Stanley: Thank you, Mary.

Our next question comes from the line of Itay Michaeli from Citi. Please proceed with your question. Itay Michaeli – Citi: Just a couple of follow-up questions. To Chuck, back to South America you mentioned, you expect to see continued momentum into the fourth quarter, do you expect you might be profitable in South America in the fourth quarter?

What I indicated was continued improvement in the fourth quarter. we lost $32 million specifically in the third quarter, essentially breakeven and I would expect to see that improve and a couple of drivers of that, that's always with the caveat that we see, no further decay from a macro perspective, but based on the work that we have been doing with Venezuelan government. We were able to get currency releases back in the second quarter, not a huge amount but enough to enable us to order and produce a low level of vehicles in the fourth quarter and that will all other things being equal, really be the tailwind in Q4 versus Q3 going from essentially zero production to some level of production assuming all works out, so that's the biggest driver. Again with the caveat that, there is no further deterioration from a macro perspective. Itay Michaeli – Citi: Great and just to clarify, I think you mentioned Chuck in remarks that, you were at or ahead of the original expectations for 2014. Were you specifically referring to the original outlook for total EBIT adjusted to be modestly improved 2014 versus 2013?

Yes, I was generally talking about the guidance that we provided back in January and I would base on the performance that we've seen counting year-to-date, we are certainly from an overall company perspective very, very much on plan and in certain areas ahead of plan, up for instance Europe versus what we expect to earlier this year's performing ahead of plan. International operations both China and our consolidated operations and performing a bit ahead of plan, North America is very, very much unplanned and South America you know clearly is not performing as we expected given the macro conditions and as we look through the fourth quarter, if we achieve our objectives and what we expect to in the fourth quarter. I think that, at the end of the day we are going to be very much on or potentially ahead of that plan. Itay Michaeli – Citi: That's very helpful, Chuck and then just lastly, CapEx in the quarter looked a little bit light I think you're running lower than $7 billion to $8 billion. Any thoughts there and expectations into the fourth quarter? how we should think about just CapEx going forward here? Itay Michaeli – Citi: You know that's cash CapEx not accrual CapEx, so a lot of that has to do with, when you make the commitments in that and you know depending on the milestone. So on a year-over-year basis, last year we were $1.9 billion in the third quarter and cash CapEx, this year $1.6 billion. I would expect the cash CapEx to go up in the fourth quarter. You can almost look at the cash CapEx to be at or slightly delay from when you actually launch the products because you go through PPAP and all the milestones and once everything is running, you know we start to pay the supplier. So I would expect, as we indicated earlier to spend in $7.5 billion range this year and I would expect Q4, cash CapEx to go up versus Q3. Itay Michaeli – Citi: Terrific, that's very helpful. Thanks so much.

Our next question comes from the line of Daniel [indiscernible] with Credit Suisse. Please proceed with your question.

Thanks for the additional disclosure on majors versus carryover pricing. In North America is there any way you can give us a rough estimate of what percentage of shipments were new products versus carryover in the quarter?

We can get that information for you, but I don't have it off the top of my head. I mean, when you think about the new products that we are selling right now, that would be part of that calculation. Full sized SUV's, heavy duty pickup trucks, to the extent that we sold midsized pickup trucks in the quarter. So I would think, that would be a relatively low percentage of our overall sales that obviously very big impact, when you think about the price impact on full sized SUV's and heavy duty pickups.

Okay, got it and what products, if you can go into any detail or driving the negative pricing on a year-over-year basis on the carryover?

You know largely, full sized pickups and again as you launch through last year launch cadence, we were in the third quarter last year, we were still in our launch cadence as we started in April with Ford Lane with one series of trucks and move through the launch cadence. So I would say, largely that's attributable to full sized pickups, not entirely but at least the majority of that $400 million negative net price is associated with large pickups.

So basically kind of the large pickups that you're selling this year that are GMT 900s versus.

No, the new pickups because we cycle out of the launch, right?

Got it. Okay, I see okay and then just one other question on IO. If you could talk about the trajectory, were on exporting K2XX products into region in Q3 and more on a long-term basis, can you give us an update on, now that Chevy Europe is basically not, you know they're getting no production from Korea anymore, what's the cap utilization situation in Korea and anything you can tell us on plans to address that?

Alright, first on the K2, yes we do produce and ship to the Middle East and as we indicated, as we thought about second half and next year of the growth of that and the performance to that, in the Middle East, we thought was going to be a tailwind and it's starting to prove out to be that, we had favorable mix or pricing in the third quarter, associated with the launch of those products and we expect that to continue going forward. Relative to Korea and Chevrolet Europe and we've talked about this before. Clearly, roughly 200,000 units out of the manufacturing build and Korea has created a capacity situation and we're aggressively, inactively working to deal with that overtime. So that's part of the actions that we are taking in international operations to ensure, that we've got the right industrialization and structural on this. The demand capabilities in the region. So Korea certainly an area that we continue to focus and work on.

Okay, appreciated. Thanks.

And our last question today comes from the line of Patrick Archambault with Goldman Sachs. Please proceed with your question. Patrick Archambault – Goldman Sachs: Alright, made it under the wire. You know just two last ones from me. Number one is, the impact of well you've seen the Manheim come off a little bit, not dramatically but there has been moderation in used prices. You know can we understand how that impacts you from a leasing perspective and is that strictly kind of GMS thing or is there a lease sharing or residual risk sharing arrangement that impacts North America as well?

Okay, first we execute leases today through GM Financial ally in US Bank through partners. There is no residual risk sharing, so the residual exposure stays with the finance company, whether it's GMF ally or US Bank. Clearly depending on industry moves and what happens with our residuals vis-à-vis the competition the current at the market cost, can manifests themselves primarily in the OEM, as we need to hit competitive payment point. So that gets back to that residual gap that I was talking about before, but I would suggest from a residual risk perspective and I can speak specifically to GM Financial, we monitor that very closely mark-to-market on a quarter-to-quarter we look at the developments in the used car market and where we think those prices are going versus the ALG Automotive Lease Guide, which is how we establish the reserves to start with. So we're at least in our view, are fully reserved in good shape as of Q3 of GM Financial. Patrick Archambault – Goldman Sachs: Okay that's helpful and then just one last clarification on the, I guess it's Slide 12, GMNA there are indeed a lot of moving pieces here, but just as we kind of think about the make-up of the profit tailwind you're expecting in '15 and ultimately in '16. You know a gave a number of pieces. Clearly there is the cost saves of I guess $400 million year-on-year that you highlighted that's beneficial that potentially get that $700 million cost locked down. Now you know did say incentives on carryovers, I mean could they be less of drag next year based on an reversing [ph] some of those hard headwinds on the trucks. I'm just trying to get a sense, really is, is the profit increase really driven by volume with these two things cancelling up or could we be in a situation, where price and cost all in is also positive year-on-year.

Yes, on a carryover basis as we indicated from a pricing standpoint in 2013, '14 we've been running roughly negative 1% net price maybe a little bit more this year. We expect that to moderate next year from a net pricing perspective. So year-over-year carryover pricing will be a tailwind. We expect material cost year-over-year material performance to be a tailwind consistent with what we said October 1, obviously [indiscernible] will be a benefit overall, as we were bridging to 2016. We're working to manage to flat fixed cost kind of environment and then our next-generation products as we launch, the next-generation Cruze, Malibu, Equinox. We expect those vehicles to be more profitable not only from carryover material cost, but just material cost performance in the vehicles as well as improved pricing versus the vehicles that they're replacing. So those were the big drivers. Patrick Archambault – Goldman Sachs: Okay and so it does sound, I mean there is a lot of opportunity there. I mean, it sounds like the net of pricing in cost could be positive on a year-on-year basis?

I would think so, yes. Patrick Archambault – Goldman Sachs: Okay, alright. Thanks a lot, guys.

And there are no further questions at this time. Turn the conference back over to you.

Great, thank you operator. Well, we've covered a lot of ground today. so I'm going to keep my remarks brief. In the last 10 months, that this leadership has been together. We spent a significant amount of time defining our goals for the future of GM and developing an integrated holistic plant. At the Global Business Conference, we shared some of our key initiatives including a product development strategy, where we expect to deliver [indiscernible] vehicles and core operating efficiency. Today, we shared solid results that underscore our strong position in United States and China and we also showed resilience in the face of headwinds and other markets. Taken together all of the ingredients are there for GM to create significant value for customers and shareholders overtime. Clearly, we have a lot of work ahead of us, but I expect to meet all of our goals for two reasons; first our integrated approach is designed to systematically and methodically build a more profitable General Motors. We've recognized that it will take time, but we are confident we are on the right path. Second, we have never been more aligned as our leadership team are more focused as a company and I believe that's exactly what you need for long-term success and I look forward to the next opportunity to update you on our progress. I appreciate your time today, thanks.

Ladies and gentlemen. This does conclude the conference call for today. we thank you for your participation and ask that you please disconnect your lines. Have a good everyone.