What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-01-31 compared with 2022-02-02 · 295 added, 251 removed, 472 unchanged (54% of the section changed)

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For these reasons, we believe these non-GAAP measures are useful for our investors.

EBIT-adjusted EBIT-adjusted is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Examples of adjustments to EBIT include, but are not limited to, impairment charges on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions;

costs arising from the ignition switch recall and related legal matters;

and certain currency devaluations associated with hyperinflationary economies.

For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item.

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Automotive interest income (460) (146) (241)

Patent royalty matters(a) 250 — —

GM Brazil indirect tax matters(b) 194 — (1,360)

Cadillac dealer strategy(c) 175 99 —

GM Korea wage litigation(d) 82 — —

GMI restructuring(e) — 683 —

Ignition switch recall and related legal matters(f) — (130) —

Transformation activities(g) — — 1,735

FAW-GM divestiture(h) — — 164

Cruise compensation modifications(a) 1,057 — —

Russia exit(b) 657 — —

Buick dealer strategy(c) 511 — —

Patent royalty matters(d) (100) 250 —

GM Brazil indirect tax matters(e) — 194 —

Cadillac dealer strategy(f) — 175 99

GM Korea wage litigation(g) — 82 —

GMI restructuring(h) — — 683

Ignition switch recall and related legal matters(i) — — (130)

Total adjustments 2,125 701 652

EBIT-adjusted $ 14,474 $ 14,295 $ 9,710

(a) This adjustment was excluded because it relates to potential royalties accrued with respect to past-year sales.

(b) These adjustments were excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes in the year ended December 31, 2019, and a potential settlement with certain third parties relating to these recoveries in the year ended December 31, 2021.

(c) These adjustments were excluded because they relate to strategic activities to transition certain Cadillac dealers from the network as part of Cadillac's electric vehicle strategy.

(d) This adjustment was excluded because of the unique events associated with recent Supreme Court of the Republic of Korea (Korea Supreme Court) decisions related to our salaried workers.

(e) These adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns.

The adjustments primarily consist of dealer restructurings, asset impairments, inventory provisions and employee separation charges in Australia, New Zealand, Thailand and India in the year ended December 31, 2020.

(f) These adjustments were excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries and complaints from constituents.

(g) These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility, and drive significant cost efficiencies.

The adjustments primarily consist of accelerated depreciation, supplier-related charges, pension and other curtailment charges and employee-related separation charges in the year ended December 31, 2019.

(h) This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd.

(FAW-GM), as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns.

(a) This adjustment was excluded because it relates to the one-time modification of Cruise stock incentive awards.

(b) This adjustment was excluded because it relates to the shutdown of our Russia business including the write off of our net investment and release of accumulated translation losses into earnings.

(c) This adjustment was excluded because it relates to strategic activities to transition certain Buick dealers out of our dealer network as part of Buick’s EV strategy.

In 2023, we expect to incur additional charges as we continue to optimize our Buick dealer network.

The ultimate amount of any future charges will depend on negotiations with our dealers.

(d) These adjustments were excluded because they relate to certain royalties accrued with respect to past-year vehicle sales in 2021 and the resolution of substantially all of these matters in 2022.

(e) This adjustment was excluded because it relates to a settlement with third parties relating to retrospective recoveries of indirect taxes in Brazil realized in prior periods.

(f) These adjustments were excluded because they relate to strategic activities to transition certain Cadillac dealers out of our dealer network as part of Cadillac's EV strategy.

(g) This adjustment was excluded because of the unique events associated with Supreme Court of the Republic of Korea (Korea Supreme Court) decisions related to our salaried workers.

(h) This adjustment was excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns.

The adjustments primarily consist of dealer restructurings, asset impairments, inventory provisions and employee separation charges in Australia, New Zealand, Thailand and India.

(i) This adjustment was excluded because of the unique events associated with the ignition switch recall.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Tax adjustments(c) (482) (0.33) (51) (0.03) 236 0.16

Deemed dividend adjustment(d) 909 0.63 — — — —

EPS-diluted-adjusted $ 11,044 $ 7.59 $ 10,382 $ 7.07 $ 7,065 $ 4.90

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(b) The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

(c) In the year ended December 31, 2021, the adjustments consist of tax benefits related to a deduction for an investment in a subsidiary and resolution of uncertainty relating to an indirect tax refund claim in Brazil, partially offset by tax expense related to the establishment of a valuation allowance against Cruise deferred tax assets.

(c) In the year ended December 31, 2022, the adjustment consists of tax benefit related to the release of a valuation allowance against deferred tax assets considered realizable as a result of Cruise tax reconsolidation.

In the year ended December 31, 2021, the adjustments consist of tax benefits related to a deduction for an investment in a subsidiary and resolution of uncertainty relating to an indirect tax refund claim in Brazil, partially offset by tax expense related to the establishment of a valuation allowance against Cruise deferred tax assets.

In the year ended December 31, 2020, the adjustment consists of tax expense related to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand.

These adjustments were excluded because of the unique nature of these events and significant impacts of valuation allowances are not considered part of our core operations.

This adjustment was excluded because significant impacts of valuation allowances are not considered part of our core operations.

(d) This adjustment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank Vision Fund (AIV M2) L.P.

(SoftBank) in the year ended December 31, 2022.

The following table reconciles our effective tax rate under U.S.

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GAAP to EPS-diluted-adjusted within this section of the MD&A for adjustment details.

We define return on equity (ROE) as Net income (loss) attributable to stockholders for the trailing four quarters divided by average equity for the same period.

We define return on equity (ROE) as Net income attributable to stockholders for the trailing four quarters divided by average equity for the same period.

Management uses average equity to provide comparable amounts in the calculation of ROE.

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2022 2021 2020

Net income (loss) attributable to stockholders $ 10.0 $ 6.4 $ 6.7

Net income attributable to stockholders $ 9.9 $ 10.0 $ 6.4

Average equity(a) $ 66.6 $ 56.5 $ 43.3

ROE 14.9 % 17.7 % 14.9 %

(a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to stockholders.

(a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income attributable to stockholders.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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We will execute our strategy with a diverse team and a steadfast commitment to good citizenship through sustainable operations and a leading health and safety culture.

The automotive industry and GM are currently experiencing a global semiconductor supply shortage.

The supply shortage has impacted, and continues to impact, multiple suppliers that incorporate semiconductors into the parts they supply to us.

We expect the availability of semiconductors to improve throughout 2022.

We will continue prioritizing our most popular and in-demand vehicles, including our full-size trucks, full-size SUVs, and EVs.

We do not expect this shortage to impact our long-term growth and EV initiatives.

In June 2021, we announced plans to increase our investment in EVs and AVs to more than $35.0 billion from 2020 through 2025, in part to accelerate battery and EV assembly capacity.

The automotive industry and GM continue to experience supply chain and logistics disruptions from multiple suppliers that have impacted, and may continue to impact, our planned production schedules.

Despite these challenges, in the second half of 2022, we experienced improved parts availability that enabled us to increase production and improve dealer inventory levels for certain vehicles.

In addition, we faced significant inflationary pressure in 2022 that resulted in approximately $5.5 billion in higher commodity and logistics costs.

These increases were more than offset by strong product pricing.

While we anticipate incentives to increase from the low levels in 2022, we expect product pricing to remain strong in 2023, particularly for our full-size SUVs, full-size trucks and expected new launches.

We also expect commodity and logistics cost to improve, but be partially offset by costs we expect to incur as we strategically localize our battery raw materials supply chain in North America.

Refer to the Consolidated Results and regional analysis sections of this MD&A for additional information.

In 2022, the Board of Governors of the Federal Reserve System raised interest rates to lower the rate of inflation.

The higher interest rate environment did not have a material impact on our 2022 financial results, but we expect it will have an approximately $1.0 billion unfavorable impact on our results of operations in 2023, as a result of lower forecasted pension income.

Refer to the Critical Accounting Estimates section of this MD&A for additional information including our interest rate sensitivity analysis.

We expect higher interest rates to have an immaterial impact on our Automotive interest expense in 2023, as substantially all of our debt instruments are fixed rate.

For a discussion of the net interest income sensitivity of GM Financial, see Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Furthermore, holding other factors constant, the higher interest rate environment may decrease the affordability of our vehicles for customers who rely on financing to purchase a vehicle.

We also face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, potentially weakening economic conditions, labor disruptions, foreign exchange volatility, evolving trade policy and political uncertainty.

Refer to Part I, Item 1A.

Risk Factors for a discussion of these challenges.

We also continue to monitor the impact of the COVID-19 pandemic, and government actions and measures taken to prevent its spread, and the potential to affect our operations.

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Risk Factors for further discussion of these risks.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

A s we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization acti ons could be required.

These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law.

The Act implements a new 15% corporate minimum tax based on modified U.S.

financial statement net income that is effective beginning in 2023.

The new corporate minimum tax is not expected to have a significant impact on our net earnings or cash flow in 2023.

The Act also modified climate and clean energy corporate tax provisions, including the consumer credit for EV purchases, and beginning in 2023, new tax credits for commercial EV purchases and investments in clean energy production, supply chains and manufacturing facilities became effective.

We expect to generate commercial EV tax credits and credits from our production of battery components that will increase net income and impact income tax cash payments.

While waiting on pending Department of Treasury regulatory guidance, we are continuing to evaluate the ultimate impact of the tax credits on our financial results, including our net earnings and cash flow.

For the year ending December 31, 2023, we expect EPS-diluted and EPS-diluted-adjusted of between $6.00 and $7.00, Net income attributable to stockholders of between $8.7 billion and $10.1 billion and EBIT-adjusted of between $10.5 billion and $12.5 billion.

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(a) We do not consider the potential future impact of adjustments on our expected financial results.

We also face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, weak economic conditions, competitive pressures, limitations in our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, rising material and services prices driven by inflationary pressures, evolving trade policy and political uncertainty.

GMNA Industry sales in North America were 17.3 million units in the year ended December 31, 2022, representing a decrease of 6.6% compared to the corresponding period in 2021.

industry sales were 14.2 million units in the year ended December 31, 2022, representing a decrease of 7.9% compared to the corresponding period in 2021.

The COVID-19 pandemic originally resulted in a contraction of total North America industry volumes in 2020 that continued through 2022.

Dealer inventory remains constrained for several critical vehicles, including our full-size SUVs.

Our total vehicle sales in the U.S., our largest market in North America, were 2.3 million units for a market share of 16.0% in the year ended December 31, 2022, representing an increase of 1.6 percentage points compared to the corresponding period in 2021.

We expect to sustain relatively strong EBIT-adjusted margins in 2023 on the continued strength of vehicle pricing and healthy U.S.

industry light vehicle demand, partially offset by elevated costs associated with commodities, raw materials and logistics.

Our outlook is dependent on the pricing environment, continuing improvement of supply chain availability and overall economic conditions.

As a result of supply chain disruptions in 2022, we experienced interruptions to our planned production schedules and prioritized production of our most popular and in-demand products, including our full-size trucks, full-size SUVs and EVs.

In 2023, our collective bargaining agreements with the UAW in the United States and Unifor in Canada, as well as collective bargaining agreements in Mexico, will expire, which will require negotiation of new agreements.

Refer to Part I, Item 1A.

Risk Factors for a discussion of these challenges.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

A s we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization acti ons could be required.

These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results.

GMNA Industry sales in North America were 18.5 million units in the year ended December 31, 2021, representing an increase of 4.3% compared to the corresponding period in 2020.

industry sales were 15.4 million units in the year ended December 31, 2021, representing an increase of 3.3% compared to the corresponding period in 2020.

The COVID-19 pandemic originally resulted in a contraction of total North America industry volumes in 2020 that continued into 2021.

Dealer inventory remains constrained for several critical vehicles, including our full-size trucks and full-size SUVs.

Our total vehicle sales in the U.S., our largest market in North America, were 2.2 million units for a market share of 14.4% in the year ended December 31, 2021, representing a decrease of 2.7 percentage points compared to the corresponding period in 2020.

We expect to sustain relatively strong EBIT-adjusted margins in 2022 on the continued strength of favorable vehicle pricing and strong U.S.

industry light vehicle demand, partially offset by higher costs associated with commodities, raw materials and logistics.

Our outlook is dependent on the pricing environment, continuing improvement of the semiconductor supply shortage and overall economic conditions.

As a result of the semiconductor supply shortage, we experienced interruptions to our planned production schedules and temporarily suspended certain manufacturing sites to prioritize production of our most popular and in-demand products, including our full-size trucks and full-size SUVs.

Additionally, we have been manufacturing vehicles, without the impacted components, representing an inventory carrying value of approximately $0.6 billion at December 31, 2021.

We expect to hold these vehicles in our inventory until they are completed and sold to our dealers, which we expect to happen in the six months ending June 30, 2022.

GMI Industry sales in China were 25.9 million units in the year ended December 31, 2021, representing an increase of 3.8% compared to the corresponding period in 2020, which was adversely impacted by the COVID-19 pandemic.

Risk Factors for a discussion of the risks related to any significant disruption at one of our manufacturing facilities.

GMI Industry sales in China were 23.5 million units in the year ended December 31, 2022, representing a decrease of 9.2% compared to the corresponding period in 2021.

Our total vehicle sales in China were 2.3 million units resulting in a market share of 9.8% in the year ended December 31, 2022, representing a decrease of 1.4 percentage points compared to the corresponding period in 2021.

The ongoing global semiconductor supply shortage, macro-economic impact of COVID-19 and geopolitical tensions continue to place pressure on China's automotive industry and our vehicle sales in China.

Our Automotive China JVs generated equity income of $1.1 billion in the year ended December 31, 2021.

The ongoing supply chain disruptions, macro-economic impact of COVID-19 and geopolitical tensions continue to place pressure on China's automotive industry and our vehicle sales in China.

Our Automotive China JVs

GENERAL MOTORS COMPANY AND SUBSIDIARIES

generated equity income of $0.7 billion in the year ended December 31, 2022.

Although price competition, higher costs associated with commodities and raw materials, and a more challenging regulatory environment related to emissions, fuel consumption and NEV requirements will place pressure on our operations in China, we will continue to build upon our strong brands, network, and partnerships in China as well as drive improvements in vehicle mix and cost.

Outside of China, industry sales were 23.7 million units in the year ended December 31, 2022, representing an increase of 2.5% compared to the corresponding period in 2021.

Our total vehicle sales outside of China were 0.8 million units for a market share of 3.6% in the year ended December 31, 2021, representing a decrease of 1.1 percentage points compared to the corresponding period in 2020.

Cruise Cruise is actively testing AVs in the United States.

Gated by safety and regulation, the goal of Cruise is to deliver its self-driving services as soon as possible.

In the year ended December 31, 2021, Cruise Holdings issued Class G Preferred Shares (Cruise Class G Preferred Shares) in exchange for $2.7 billion from Microsoft Corporation (Microsoft), Walmart Inc.

(Walmart) and other investors, including $1.0 billion from General Motors Holdings LLC.

All proceeds related to the Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings.

In addition, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles.

Refer to Note 20 to our consolidated financial statements for further details.

Our total vehicle sales outside of China were 1.0 million units for a market share of 4.0% in the year ended December 31, 2022, representing an increase of 0.4 percentage points compared to the corresponding period in 2021.

We historically operated a small import business in Russia and sold GM-badged vehicles into Russia through GM’s alliance partner in Uzbekistan.

GM’s direct and indirect profitability in Russia was insignificant.

With Russia’s invasion of Ukraine, western sanctions on Russia have and may continue to progressively increase.

In addition, reputational, legal and other concerns impacted our ability to continue to operate in Russia.

In February 2022, we suspended our exports into Russia and instructed our Russian sales company to cease selling vehicles within Russia.

In April 2022, we took additional actions to extend the suspension of our Russian business, including the cessation of commercial operations.

In November 2022, we shut down our Russia business and recorded a $0.7 billion charge to write off our net investment and release accumulated translation losses into earnings.

The predominately non-cash charge associated with our exit is considered special for EBIT-adjusted, adjusted automotive free cash flow and EPS-diluted-adjusted purposes.

Currently, we do not believe any loss contingencies arising from our exit are probable and we are unable to estimate any reasonably possible losses that may result from claims that may be asserted against us by third parties, including retail customers or government authorities in Russia.

We continue to monitor the situation and its macroeconomic impacts on our financial position and results of operations.

Although we have limited supply chain exposure to Russia and Ukraine, we are working closely with our supply base to mitigate any potential risks.

Cruise Gated by safety and regulation, Cruise continues to make significant progress towards commercialization of a network of on-demand AVs in the United States and globally.

In 2021, Cruise received a driverless test permit from the California Public Utilities Commission (CPUC) to provide unpaid rides to the public in driverless vehicles and received approval of its Autonomous Vehicle Deployment Permit from the California Department of Motor Vehicles to commercially deploy driverless AVs.

In June 2022, Cruise received the first ever Driverless Deployment Permit granted by the CPUC, which allows them to charge a fare for the driverless rides they are providing to members of the public in certain parts of San Francisco.

Additionally, in September 2022, Cruise acquired regulatory permits to operate driverless ride hail services in Phoenix, Arizona and began pursuing ride hail operations in Austin, Texas.

GM and Cruise are also awaiting a decision on an exemption petition that was filed with NHTSA seeking regulatory approval for the deployment of the Cruise Origin.

Refer to the "Liquidity and Capital Resources" section of this MD&A for information about GM's additional investment in Cruise.

Automotive Financing - GM Financial Summary and Outlook We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales throughout various economic cycles.

GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices.

Used vehicle prices were higher in 2021 compared to 2020 levels, primarily due to low new vehicle inventory.

In 2022, we expect used vehicle prices may decrease relative to 2021 levels, but to remain above pre-pandemic levels, primarily due to sustained low new vehicle inventory.

The increase in used vehicle prices resulted in gains on terminations of leased vehicles of $2.0 billion in GM Financial interest, operating and other expenses for the year ended

GENERAL MOTORS COMPANY AND SUBSIDIARIES

December 31, 2021, and $1.3 billion in the corresponding period in 2020.

Used vehicle prices were generally higher than contractual residual values in 2022, primarily due to low new vehicle inventory.

In 2023, we expect used vehicle prices to continue moderating through the year as market prices on used vehicles fall below contractual residual values.

The increase in used vehicle prices resulted in gains on terminations of leased vehicles of $1.2 billion in GM Financial interest, operating and other expenses for the year ended December 31, 2022, and $2.0 billion in the corresponding period in 2021.

The following table summarizes the estimated residual value based on GM Financial's most recent estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):

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Total $ 24,727 1,092 100.0 % $ 29,116 1,334 100.0 %

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM Financial's penetration of our retail sales in the U.S.

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Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.

GM Financial's prime loan originations as a percentage of total loan originations in North America was 73% in the year ended December 31, 2021 and 2020.

GM Financial's prime loan originations as a percentage of total loan originations in North America was 80% in the year ended December 31, 2022 and 73% in the corresponding period in 2021.

In the year ended December 31, 2022, GM Financial's revenue consisted of leased vehicle income of 61%, retail finance charge income of 32% and commercial finance charge income of 3%.

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Refer to the regional sections of this MD&A for additional information on volume, mix and price.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive and Other Cost of Sales

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GMI 14,166 11,802 (2,364) (20.0) % $ (1.6) $ — $ (1.0) $ 0.2

Corporate 200 310 110 35.5 % $ — $ 0.1 $ —

Cruise 1,124 829 (295) (35.6) % $ (0.3)

Eliminations (1) (1) — — %

Corporate 500 200 (300) n.m.

$ — $ (0.3) $ —

Cruise 2,576 1,124 (1,452) n.m.

Eliminations (2) (1) 1 n.m.

Total automotive and other cost of sales $ 126,892 $ 100,544 $ (26,348) (26.2) % $ (18.3) $ (0.2) $ (8.4) $ 0.6

= not meaningful

The most significant element of our Automotive and other cost of sales is material cost, which makes up approximately two-thirds of the total amount.

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Variable profit is a key indicator of product profitability.

Variable profit is defined as revenue less material cost, freight, the variable component of manufacturing expense and warranty and recall-related costs.

Variable profit is defined as

GENERAL MOTORS COMPANY AND SUBSIDIARIES

revenue less material cost, freight, the variable component of manufacturing expense and warranty and recall-related costs.

Vehicles with higher selling prices generally have higher variable profit.

Refer to the regional sections of this MD&A for additional information on volume and mix.

In the year ended December 31, 2021, unfavorable Cost was primarily due to:

In the year ended December 31, 2022, increased Cost was primarily due to:

(1) increased material and freight costs of $5.5 billion;

(2) increased engineering costs of $2.0 billion primarily related to accelerating our electric vehicle portfolio and the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic;

(3) increased manufacturing costs of $1.4 billion primarily related to the suspension of production and the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic;

(2) increased costs of $1.1 billion primarily related to parts and accessories;

(5) increased other employee related costs of $0.7 billion;

(6) charges of $0.3 billion related to potential royalties accrued with respect to past sales;

partially offset by (7) charges of $0.7 billion primarily related to dealer restructuring charges, property and intangible asset impairments, inventory provisions and employee separation charges in Australia, New Zealand, Thailand and India in 2020;

and (8) a decrease in campaign and other warranty-related costs of $0.2 billion, which includes Chevrolet Bolt recall costs of $2.0 billion and associated recoveries of $1.9 billion.

In the year ended December 31, 2021, unfavorable Other was due to the foreign currency effect resulting from the strengthening of the Canadian Dollar and other currencies against the U.S.

Dollar, partially offset by the weakening of the Brazilian Real and other currencies against the U.S.

(3) increased manufacturing costs of $1.1 billion;

(4) increased engineering costs of $1.0 billion primarily related to accelerating our EV portfolio and an increase in development costs as Cruise progresses towards the commercialization of a network of on-demand AVs in the United States and globally;

and (5) increased costs of $0.8 billion related to modification of Cruise stock incentive awards;

partially offset by (6) decreased campaigns and other warranty-related costs of $0.4 billion;

and (7) a decrease of $0.4 billion related to the resolution of substantially all patent royalty matters accrued with respect to past-year vehicle sales.

In the year ended December 31, 2022, favorable Other was due to the weakening of the Korean Won and other currencies against the U.S.

Dollar, partially offset by the strengthening of the Brazilian Real and other currencies against the U.S.

Automotive and Other Selling, General and Administrative Expense

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Automotive and other selling, general and administrative expense $ 10,667 $ 8,554 $ 7,038 $ (2,113) (24.7) %

In the year ended December 31, 2021, Automotive and other selling, general and administrative expense increased primarily due to increased advertising, administrative and other costs of $1.2 billion primarily related to the suspension of production and the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In the year ended December 31, 2022, Automotive and other selling, general and administrative expense increased primarily due to:

(1) increased advertising, selling, and administrative costs of $1.3 billion;

(2) charges of $0.5 billion for strategic activities related to Buick dealerships;

and (3) increased costs of $0.3 billion related to modification of Cruise stock incentive awards.

Interest Income and Other Non-operating Income, net

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Interest income and other non-operating income, net $ 1,432 $ 3,041 $ 1,885 $ (1,609) (52.9) %

In the year ended December 31, 2021, Interest income and other non-operating income, net increased primarily due to an increase in non-service pension income of $0.8 billion and an increase in gains related to Stellantis N.V.

(Stellantis) warrants of $0.2 billion.

In the year ended December 31, 2022, Interest income and other non-operating income, net decreased primarily due to:

(1) $0.4 billion in losses in 2022 compared to $0.3 billion in gains in 2021 related to Stellantis N.V.

(Stellantis) warrants;

and (2) $0.7 billion related to the shutdown of our Russia business.

Income Tax Expense

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Income tax expense $ 1,888 $ 2,771 $ 1,774 $ 883 31.9 %

In the year ended December 31, 2021, Income tax expense increased primarily due to an increase in pre-tax income, partially offset by tax benefit related to a deduction for an investment in a subsidiary.

In the year ended December 31, 2022, Income tax expense decreased primarily due to Cruise valuation allowance adjustments, lower effective tax rate as a result of Cruise reconsolidation and lower pre-tax income.

The decrease was partially offset by absence of tax benefit related to a deduction for an investment in a subsidiary, which occurred in the year ended December 31, 2021.

For the year ended December 31, 2022 our ETR-adjusted was 20.2%.

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Refer to Note 17 to our consolidated financial statements for additional information related to Income tax expense.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM North America

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GMNA Total Net Sales and Revenue In the year ended December 31, 2022, Total net sales and revenue increased primarily due to:

(1) favorable mix associated with decreased sales of crossover vehicles and passenger cars and increased sales of full-size SUVs and full-size pickup trucks, as a result of prioritizing semiconductor chips for our most popular and in-demand vehicles;

(2) favorable price primarily due to lower incentives as a result of low dealer inventory levels and the launch of our full-size SUVs;

and (3) favorable Other due to increased sales of parts and accessories and the foreign currency effect resulting from the strengthening of the Canadian Dollar and the Mexican Peso against the U.S.

partially offset by (4) decreased net wholesale volumes due to a decrease in sales of crossover vehicles and passenger cars, partially offset by increased sales of full-size SUVs and full-size pickup trucks.

The impact on production in 2021 due to the ongoing semiconductor supply shortage exceeded the impact of production suspensions in 2020 due to the COVID-19 pandemic.

(1) increased net wholesale volumes primarily due to increased sales of crossover vehicles, passenger cars, full-size pickup trucks, vans, mid-size pickup trucks and full-size SUVs due to improved parts availability that allowed us to increase production in 2022;

(2) favorable price as a result of low dealer inventory levels and strong demand for our products;

and (3) favorable Other due to increased sales of parts and accessories, partially offset by the foreign currency effect resulting from the weakening of the Canadian Dollar against the U.S.

partially offset by (4) unfavorable mix associated with increased sales of crossover vehicles, passenger cars, vans and mid-size pickup trucks, partially offset by increased sales of full-size pickup trucks and full-size SUVs.

GMNA EBIT-Adjusted The most significant factors that influence profitability are industry volume and market share.

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In the year ended December 31, 2022, EBIT-adjusted increased primarily due to:

(1) favorable mix;

(2) favorable price;

and (3) favorable Other due to the foreign currency effect resulting from the strengthening of the Canadian Dollar against the U.S.

Dollar and favorable revaluation of investments;

partially offset by (4) unfavorable Cost due to increased material and freight

GENERAL MOTORS COMPANY AND SUBSIDIARIES

cost of $3.6 billion, increased engineering cost of $1.6 billion including the impact of accelerating our electric vehicle portfolio, increased manufacturing and advertising costs of $1.9 billion primarily related to the suspension of production and the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic, and increased other employee related costs, partially offset by increased non-service pension income and a decrease in campaigns and other warranty-related costs, and (5) decreased net wholesale volumes.

(1) favorable volume;

and (2) favorable price;

partially offset by (3) increased Cost primarily due to increased material and freight cost of $4.7 billion, increased selling, general and administrative costs of $1.2 billion, increased manufacturing cost of $0.8 billion and increased engineering cost of $0.4 billion including accelerating our EV portfolio, partially offset by a decrease in campaigns and other warranty-related costs of $0.4 billion;

and (4) unfavorable mix.

GM International

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$ 15,420 $ 12,172 $ 3,248 26.7 % $ 2.0 $ 0.1 $ 1.4 $ (0.3)

EBIT (loss)-adjusted $ 827 $ (528) $ 1,355 n.m.

$ (0.3) $ 0.7 $ 0.8 $ (0.4) $ 0.5

EBIT (loss)-adjusted margin 6.8 % (4.6) % 11.4 %

EBIT-adjusted $ 1,143 $ 827 $ 316 38.2 % $ 0.4 $ 0.2 $ 1.4 $ (1.1) $ (0.6)

EBIT-adjusted margin 7.4 % 6.8 % 0.6 %

Equity income — Automotive China

$ 1,098 $ 512 $ 586 n.m.

EBIT (loss)-adjusted — excluding Equity income

$ 677 $ 1,098 $ (421) (38.3) %

EBIT (loss)-adjusted — excluding Equity income $ 466 $ (271) $ 737 n.m.

(Vehicles in thousands)

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The vehicle sales of our Automotive China JVs are not recorded in Total net sales and revenue.

The results of our joint ventures are recorded in Equity income, which is included in EBIT (loss)-adjusted above.

The results of our joint ventures are recorded in Equity income, which is included in EBIT-adjusted above.

GMI Total Net Sales and Revenue In the year ended December 31, 2022, Total net sales and revenue increased primarily due to:

(1) favorable mix in South America, Asia/Pacific and the Middle East;

(2) favorable pricing across multiple vehicle lines in South America;

and (3) favorable Other primarily due to increased components, parts and accessories sales, partially offset by the foreign currency effects resulting from the weakening of various currencies against the U.S.

partially offset by (4) decreased wholesale volumes primarily due to the semiconductor supply shortage and the wind-down of our vehicle sales operations in Australia, New Zealand and Thailand.

GMI EBIT (loss)-Adjusted In the year ended December 31, 2021, EBIT-adjusted increased primarily due to:

(1) increased net wholesale volumes due to improved parts availability that allowed us to increase production in 2022;

(2) favorable pricing across multiple vehicle lines in South America and the Middle East;

and (3) favorable mix in the Middle East and Asia/Pacific, partially offset by unfavorable mix in South America;

partially offset by (4) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of various currencies against the U.S.

dollar, partially offset by increased components, parts and accessories sales.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GMI EBIT-Adjusted In the year ended December 31, 2022, EBIT-adjusted increased primarily due to:

(1) favorable price;

(2) favorable mix;

and (3) favorable Other primarily due to increased equity income;

partially offset by (4) unfavorable Cost primarily due to increased material costs;

and (5) decreased wholesale volumes.

(2) increased net wholesale volumes;

and (3) favorable mix;

partially offset by (4) unfavorable Cost primarily due to increased material and logistic costs;

and (5) unfavorable Other primarily due to foreign currency effect resulting from the weakening of various currencies against the U.S.

dollar and decreased equity income.

We view the Chinese market as important to our global growth strategy and are employing a multi-brand strategy.

In the coming years we plan to leverage our global architectures to increase the number of product offerings under the Buick, Chevrolet and Cadillac brands in China and continue to grow our business under the local Baojun and Wuling brands.

In the coming years, we plan to leverage our global architectures to increase the number of product offerings under the Buick, Chevrolet and Cadillac brands in China and continue to grow our business under the local Baojun and Wuling brands while we are accelerating the development and rollout of EVs across our brands in China in response to our commitment to an all-electric future.

We operate in the Chinese market through a number of joint ventures and maintaining strong relationships with our joint venture partners is an important part of our China growth strategy.

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Debt $ 197 $ 374

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Years Ended December 31, 2022 vs.

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Total net sales and revenue(a) $ 102 $ 106 $ 103 $ (4) (3.8) %

EBIT (loss)-adjusted $ (1,196) $ (887) $ (1,004) $ (309) (34.8) %

(a) Primarily reclassified to Interest income and other non-operating income, net in our consolidated income statement in each of the years ended December 31, 2021, 2020 and 2019.

Cruise EBIT (Loss)-Adjusted In the year ended December 31, 2021, EBIT (loss)-adjusted increased primarily due to an increase in developmental costs as we progress towards the commercialization of a network of on-demand AVs in the U.S.

EBIT (loss)-adjusted(b) $ (1,890) $ (1,196) $ (887) $ (694) (58.0) %

(a) Primarily reclassified to Interest income and other non-operating income, net in our consolidated income statements in each of the years ended December 31, 2022, 2021 and 2020.

(b) Excludes $1.1 billion in compensation expense in the year ended December 31, 2022 resulting from modification of the Cruise stock incentive awards.

Cruise EBIT (Loss)-Adjusted In the year ended December 31, 2022, EBIT (loss)-adjusted increased primarily due to an increase in development costs as we progress towards the commercialization of a network of on-demand rideshare and delivery AVs in the U.S.

and globally.

Years Ended December 31, 2022 vs.

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Total revenue $ 12,766 $ 13,419 $ 13,831 $ (653) (4.9) %

Provision for loan losses $ 248 $ 881 $ 726 $ (633) (71.9) %

Provision for loan losses $ 654 $ 248 $ 881 $ 406 n.m.

EBT-adjusted $ 4,076 $ 5,036 $ 2,702 $ (960) (19.1) %

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Effective rate of interest paid 3.1 % 2.7 % 3.3 % 0.4 %

GM Financial Revenue In the year ended December 31, 2021, Total revenue decreased primarily due to decreased leased vehicle income of $0.5 billion, primarily due to a decrease in the size of the leased vehicles portfolio;

partially offset by increased finance charge income of $0.1 billion, primarily due to growth in the retail finance receivables portfolio, partially offset by a decrease in the effective yield and a decrease in the size of the commercial finance receivables portfolio.

GM Financial EBT-Adjusted In the year ended December 31, 2021, EBT-adjusted increased primarily due to:

(1) increased leased vehicle income net of leased vehicle expenses of $1.2 billion primarily due to decreased depreciation on leased vehicles resulting from increased residual value estimates and a decrease in the size of the portfolio, as well as increased lease termination gains;

(2) decreased provision for loan losses of $0.6 billion primarily due to a reduction in the reserve levels established at the onset of the COVID-19 pandemic as a result of actual credit performance that was better than forecasted and favorable expectations for future charge-offs and recoveries, reflecting improved economic conditions, partially offset by reserves established for loans originated during the year ended December 31, 2021;

(3) decreased interest expense of $0.5 billion due to decreased credit spreads on GM Financial debt, partially offset by an increase in the average debt outstanding;

partially offset by (4) increased operating expenses of $0.2 billion in 2021.

GM Financial interest, operating and other expenses includes a $0.1 billion loss on extinguishment of debt.

= not meaningful

GM Financial Revenue In the year ended December 31, 2022, Total revenue decreased primarily due to decreased leased vehicle income of $1.2 billion primarily due to a decrease in the average balance of the leased vehicles portfolio;

partially offset

GENERAL MOTORS COMPANY AND SUBSIDIARIES

by increased finance charge income of $0.4 billion primarily due to growth in the retail finance receivables portfolio, partially offset by a decrease in the effective yield due to increased lending to borrowers with prime credit;

and an increase in the effective yield on commercial finance receivables as a result of higher benchmark rates, as well as an increase in the size of the portfolio.

GM Financial EBT-Adjusted In the year ended December 31, 2022, EBT-adjusted decreased primarily due to:

(1) decreased leased vehicle income net of leased vehicle expenses of $0.7 billion primarily due to decreased depreciation on leased vehicles resulting from increased residual value estimates and a decrease in the size of the portfolio, decreased lease vehicle income primarily due to a decrease in the average balance of the leased vehicles portfolio, and decreased lease termination gains;

(2) increased provision for loan losses of $0.4 billion primarily due to increased loan origination volume in 2022, and the reduction in reserve levels recorded in 2021 as a result of actual credit performance that was better than forecast and favorable expectations for future charge-offs and recoveries, as well as an economic forecast weighted more heavily to a weaker outlook as of December 31, 2022;

and (3) increased interest expense of $0.3 billion primarily due to an increased effective rate of interest on our debt;

partially offset by (4) increased finance charge income of $0.4 billion primarily due to growth in the retail finance receivables portfolio, partially offset by a decrease in the effective yield due to increased lending to borrowers with prime credit;

and an increase in the effective yield on commercial finance receivables as a result of higher benchmark rates, as well as an increase in the size of the portfolio.

Liquidity and Capital Resources We believe our current levels of cash, cash equivalents, marketable debt securities, available borrowing capacity under our revolving credit facilities and other liquidity actions currently available to us are sufficient to meet our liquidity requirements.

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We have substantial cash requirements going forward, which we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following summarizes aggregated information about our material short and long-term cash requirements from our known contractual and other obligations (dollars in millions):

Payments Due by Period

2022 2023-2024 2025-2026 2027 and after Total

Automotive debt $ 334 $ 2,772 $ 2,571 $ 11,228 $ 16,905

Automotive Financing debt 33,333 33,594 14,739 10,871 92,537

Automotive interest payments(a) 945 1,687 1,389 7,790 11,811

Automotive Financing interest payments(b) 1,864 2,258 915 575 5,612

Operating lease obligations 262 482 355 490 1,589

Material 1,848 632 3 — 2,484

Other contractual obligations(c) 1,706 1,743 102 3,655 7,207

(a) Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and finance lease obligations.

Automotive interest payments based on variable interest rates were determined using the interest rate in effect at December 31, 2021.

(b) GM Financial interest payments were determined using the interest rate in effect at December 31, 2021 for floating rate debt and the contractual rates for fixed rate debt.

GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.

Our known current material uses of cash include, among other possible demands:

(1) capital spending and our investments in Ultium Cells LLC, our battery joint venture, of approximately $9.0 billion to $10.0 billion annually over the medium term in addition to payments for engineering and product development activities;

(1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $11.0 billion to $13.0 billion per year through 2025;

(2) payments for engineering and product development activities;

(3) payments associated with previously announced vehicle recalls and any other recall-related contingencies;

and (3) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans.

(4) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans;

(5) payments associated with the liquidity program for holders of equity-based incentive awards issued to employees of Cruise;

(6) dividend payments on our common stock that are declared by our Board of Directors;

and (7) payments to purchase shares of our common stock authorized by our Board of Directors.

Refer to Note 7, Note 13 and Note 15 to our consolidated financial statements for additional funding requirements for our operating leases, debt and pension plans.

Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program:

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Our senior management evaluates our capital allocation program on an ongoing basis and recommends any modifications to the program to our Board of Directors not less than once annually.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A.

Risk Factors, some of which are outside of our control.

We continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while maintaining a strong investment-grade balance sheet.

These actions may include opportunistic payments to reduce our long-term obligations, as well as the possibility of acquisitions, dispositions and investments with joint venture partners, as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business.

In January 2017, we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with no expiration date, as part of our common stock repurchase program.

We have completed $1.7 billion of the $5.0 billion program through December 31, 2021.

To support our transition to EVs, we anticipate making investments in suppliers or providing funding towards the execution of strategic, multi-year supply agreements to secure critical materials.

In addition, we have entered, and plan to continue to enter, into offtake agreements that generally obligate us to purchase defined quantities of output.

These arrangements could have a short-term adverse impact on our cash and increase our inventory.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A.

Risk Factors, some of which are outside of our control.

In August 2022, our Board of Directors increased the capacity under our previously announced common stock repurchase program to $5.0 billion from the $3.3 billion that remained under the program as of June 30, 2022.

During the year ended December 31, 2022, we completed $2.5 billion of repurchases under the program and retired approximately 64 million shares of our common stock.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In September 2022, we reinstated a quarterly dividend of $0.09 per share of our common stock.

During the year ended December 31, 2022, we paid dividends of $0.3 billion to holders of our common stock.

In November 2022, Ultium Cells LLC, a wholly owned subsidiary of Ultium Cells Holding LLC, entered into a loan agreement with the U.S.

Department of Energy (DOE) through the Advanced Technology Vehicles Manufacturing program, pursuant to which Ultium Cells LLC may borrow up to $2.5 billion.

The proceeds of the loans will be used to finance the construction of new battery cell manufacturing facilities in the U.S.

Under the terms of the loan agreement, the DOE will not have recourse on the principal and interest of the loan against General Motors Company or any of its consolidated subsidiaries.

In December 2022, we early redeemed our $1.0 billion 5.40% senior unsecured notes with a maturity date of October 2023 and recorded an insignificant loss.

Additionally, during 2022, we paid, prior to maturity, $0.5 billion of unsecured term loans in GMI.

In January 2023, we gave notice to early redeem our $1.5 billion 4.875% senior unsecured notes with a maturity date of October 2023.

The settlement of the early redemption of these senior unsecured notes is expected to occur during the first quarter of 2023 and is expected to have an immaterial impact on our 2023 results.

Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our cash flows.

Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise.

Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise.

The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

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The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas subsidiaries.

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We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity.

At December 31, 2020, the total size of our credit facilities was $18.5 billion, which consisted principally of four revolving credit facilities.

In April 2021, we increased the total borrowing capacity of our five-year, $10.5 billion facility to $11.2 billion and extended the termination date for a $9.9 billion portion of the five-year facility by three years, now set to mature on April 18, 2026.

The termination date of April 18, 2023 for the remaining portion of the five-year facility remains unchanged.

We also renewed and increased the total borrowing capacity of our three-year, $4.0 billion facility to $4.3 billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0 billion facility allocated for exclusive use by GM Financial, which now matures on April 6, 2022.

We also terminated a separate 364-day, $2.0 billion revolving credit facility, entered into in May 2020.

Additionally, the prior restrictions on share repurchases and dividends on our common shares were removed upon entrance into the renewed three-year, $4.3 billion facility.

In December 2021, we terminated our three-year, $2.0 billion transformation credit facility.

At December 31, 2021, the total size of our credit facilities was $15.5 billion, which consisted primarily of two credit facilities.

If available capacity permits, GM Financial has access to our revolving credit facilities.

GM Financial did not have borrowings outstanding against our revolving credit facilities at December 31, 2021 or 2020.

Refer to Note 13 to our consolidated financial statements for additional information on credit facilities.

We had intercompany loans from GM Financial of $0.2 billion and $0.4 billion at December 31, 2021 and 2020, which primarily consisted of commercial loans to dealers we consolidate, and we had no intercompany loans to GM Financial.

Refer to Note 5 of our consolidated financial statements for additional information.

Our Automotive borrowing capacity under credit facilities totaled $15.5 billion at December 31, 2022 and 2021, which consisted primarily of two credit facilities.

Total Automotive borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for exclusive use of GM Financial.

We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.4 billion and $0.3 billion at December 31, 2022 and 2021.

In April 2022, we renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures on April 4, 2023.

If available capacity permits, GM Financial continues to have access to our automotive credit facilities.

GM Financial did not have borrowings outstanding against any of these facilities at December 31, 2022 and 2021.

We had intercompany loans from GM Financial of $0.2 billion at December 31, 2022 and 2021, which primarily consisted of commercial loans to dealers we consolidate.

We did not have intercompany loans to GM Financial at December 31, 2022 and 2021.

Refer to Note 5 to our consolidated financial statements for additional information.

In August 2022, we issued $2.25 billion in aggregate principal amount of senior unsecured notes under our new Sustainable Finance Framework with a weighted average interest rate of 5.51% and maturity dates in 2029 and 2032.

We intend to allocate an amount equal to the net proceeds from these senior unsecured notes to finance or refinance, in whole or in part, new or existing green projects, assets or activities undertaken or owned by the Company that meet one or more eligibility criteria outlined in our Sustainable Finance Framework.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders.

We have reviewed our covenants in effect as of December 31, 2022 and determined we are in compliance and expect to remain in compliance in the future.

In March 2022, under the Share Purchase Agreement, we acquired SoftBank's equity ownership stake in Cruise for $2.1 billion and, separately, we made an additional $1.35 billion investment in Cruise in place of SoftBank.

During the year ended December 31, 2022, we made additional investments in Cruise of $1.1 billion.

In September 2022, we exercised our 39.7 million warrants in Stellantis.

Upon exercise, the warrants converted into 69.1 million common shares of Stellantis, which we immediately sold back to Stellantis.

Total net pre-tax proceeds, including dividends received, in connection with this transaction were approximately $1.1 billion.

GM Financial's Board of Directors declared and paid dividends of $1.7 billion, $3.5 billion, and $0.8 billion on its common stock in 2022, 2021, and 2020.

Current dividend levels are reflective of GM Financial earnings supported by strong residual values, favorable credit performance and improved economic conditions.

Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes our Automotive available liquidity (dollars in billions):

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Total Automotive available liquidity $ 39.5 $ 36.8

(a) We had letters of credit outstanding under our sub-facility of $0.3 billion at December 31, 2021 and 2020.

(a) We had letters of credit outstanding under our sub-facility of $0.4 billion and $0.3 billion at December 31, 2022 and 2021.

The following table summarizes the changes in our Automotive available liquidity (dollars in billions):

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Capital expenditures (9.0)

Dividends paid and payments to purchase common stock (2.8)

GM investment in Cruise (2.4)

Investment in Ultium Cells LLC (0.5)

Repayment of senior unsecured notes (0.5)

Decrease in available credit facilities (3.0)

Purchase of SoftBank's equity stake in Cruise (2.1)

Issuance of senior unsecured notes 2.2

Net proceeds from sale of Stellantis common shares(a) 0.9

Payment of senior unsecured note (1.0)

Investment in Ultium Cells Holdings LLC (0.8)

Payment of GMI unsecured term debt (0.5)

Other non-operating (0.9)

Total change in automotive available liquidity $ 2.7

(a) Excludes dividends received and tax withholding.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive Cash Flow (Dollars in billions)

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Other 2.7 1.5 1.7 1.2

Net automotive cash provided by operating activities $ 9.7 $ 7.5 $ 7.4 $ 2.2

Net automotive cash provided by (used in) operating activities $ 19.1 $ 9.7 $ 7.5 $ 9.4

In the year ended December 31, 2022, the increase in Net automotive cash provided by operating activities was primarily due to:

(1) higher dividends received from GM Financial of $2.7 billion;

(2) favorable pre-tax earnings of $2.6 billion;

partially offset by (3) unfavorable working capital;

and (4) several other insignificant items.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

(1) lower sales incentive payments of $4.7 billion;

and (2) working capital;

partially offset by (3) lower dividends received from GM Financial of $1.8 billion.

Years Ended December 31, 2022 vs.

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Acquisitions and liquidations of marketable securities, net(a) (3.9) 1.0 (3.6) (4.9)

GM investment in Cruise (1.0) — (0.7) (1.0)

Investment in Ultium Cells LLC (0.5) — — (0.5)

Other (0.3) 0.1 0.2 (0.4)

Net automotive cash used in investing activities $ (8.2) $ (8.8) $ (5.6) $ 0.6

(a) Amount includes $0.6 billion and $0.3 billion of proceeds from the sale of our shares in Lyft, Inc.

in the year ended December 31, 2020 and 2019.

In the year ended December 31, 2021, cash provided by acquisitions and liquidations of marketable securities, net increased due to liquidations of securities to fund operating activities and investments, compared to net acquisitions of securities from revolver proceeds during the year ended December 31, 2020.

Other(b) (4.5) (1.8) 0.1 (2.7)

Net automotive cash provided by (used in) investing activities $ (17.5) $ (8.2) $ (8.8) $ (9.3)

(a) Amount includes $0.6 billion of proceeds for the sale of our share in Lyft, Inc.

in the year ended December 31, 2020.

(b) Includes $2.4 billion and $1.0 billion for GM's investment in Cruise in the years ended December 31, 2022 and 2021, $2.1 billion related to the redemption of Cruise preferred shares from SoftBank in the year ended December 31, 2022, $0.9 billion related to the sale of Stellantis common shares, excluding dividends received and tax withholding, in the year ended December 31, 2022, and a $0.8 billion and $0.5 billion investment in Ultium Cells Holdings LLC in the years ended December 31, 2022 and 2021.

In the year ended December 31, 2022, cash used in acquisitions and liquidations of marketable securities, net increased due to acquisitions of securities and investments compared to liquidations of securities to fund operating activities and investments during the year ended December 31, 2021.

Years Ended December 31, 2022 vs.

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Net proceeds (payments) from short-term debt $ (1.4) $ (0.5) $ (0.5) $ (0.9)

Issuance of senior unsecured notes — 4.0 — (4.0)

Repayment of senior unsecured notes (0.5) (0.5) — —

Dividends paid and payments to purchase common stock — (0.6) (2.2) 0.6

Other 0.1 (0.3) (0.4) 0.4

Issuance of senior notes 2.3 — 4.0 2.3

Other(a) (3.3) (0.4) (1.4) (2.9)

Net automotive cash provided by (used in) financing activities $ (2.5) $ (0.9) $ 2.1 $ (1.6)

(a) Includes $2.8 billion and $0.6 billion for dividends paid and payments to purchase common stock in the years ended December 31, 2022 and December 31, 2020, and $0.5 billion for repayments of senior unsecured notes for the years ended December 31, 2021 and 2020.

Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions.

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GAAP was $9.7 billion, capital expenditures were $7.4 billion and adjustments for management actions, were $0.3 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Status of Credit Ratings We receive ratings from four independent credit rating agencies:

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Corporate Revolving Credit Facilities Senior Unsecured Outlook

DBRS BBB BBB N/A Positive

Fitch BBB- BBB- BBB- Stable

DBRS BBB (high) BBB (high) N/A Stable

Fitch BBB- BBB- BBB- Positive

Moody's Investment Grade Baa2 Baa3 Stable

S&P BBB BBB BBB Stable

Cruise Liquidity Cruise Holdings issued Cruise Class G Preferred Shares in exchange for $2.7 billion from Microsoft, Walmart and other investors, including $1.0 billion from General Motors Holdings LLC.

Cruise Liquidity In January 2022, Cruise Holdings met the requirements for commercial deployment under its agreements with SoftBank, which triggered SoftBank's obligation to purchase additional Cruise convertible preferred shares for $1.35 billion.

In March 2022, GM made the additional $1.35 billion investment in Cruise in place of SoftBank following GM's acquisition of SoftBank's equity ownership stake in Cruise pursuant to the Share Purchase Agreement.

Additionally, in March 2022, GM and Cruise announced a liquidity program for holders of equity-based incentive awards issued to the employees of Cruise pursuant to C ruise's 2018 Employee Incentive Pl an, under which GM will purchase newly i ssued Cruise Class B Common Shares to fund the tax withholding on vested awards and GM will conduct tender offers for Cruise Class B Common Shares issued to settle vested awards.

During the year ended December 31, 2022, Cruise issued approximately $0.5 billion of Cruise Class B Common Shares, primarily to us, to fund the payment of statutory tax withholding obligations resulting from the settlement or exercise of vested awards.

Also, GM conducted quarterly tender offers, and paid approximately $0.6 billion in cash to settle tendered Cruise Class B Common Shares under the announced liquidity program during the year ended December 31, 2022.

Refer to Note 20 to our consolidated financial statements for additional information.

In January 2022, Cruise Holdings met the requirements for commercial deployment under its agreements with SoftBank Vision Fund (AIV M2), L.P.

(SoftBank), which triggered SoftBank's obligation to purchase additional Cruise convertible preferred shares for $1.35 billion.

We expect SoftBank to complete the purchase of the majority of such additional preferred shares in the first quarter of 2022 and any balance by the end of 2022.

Cruise will need one additional permit from the CPUC, which it has applied for, to commercially deploy such vehicles with paying passengers in California.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes Cruise's available liquidity (dollars in billions):

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Total Cruise available liquidity(a) $ 2.9 $ 3.1

(a) Excludes a multi-year credit agreement between Cruise and GM Financial whereby Cruise can request to borrow, over time, up to an aggregate of $5.2 billion, through 2024, to fund exclusively the purchase of AVs from GM.

(a) Excludes a multi-year credit agreement between Cruise and GM Financial whereby Cruise can request to borrow, over time, up to an additional aggregate of $4.5 billion, through 2024, to fund exclusively the purchase of AVs from GM.

The following table summarizes the changes in Cruise's available liquidity (dollars in billions):

Year Ended December 31, 2022

Operating cash flow $ (1.2)

Issuance of Cruise Preferred Shares 1.7

Operating cash flow(a) $ (1.8)

GM investment in Cruise 2.4

Employee Incentive Plan (0.6)

Other non-operating (0.1)

Total change in Cruise available liquidity $ (0.2)

(a) Includes $0.4 billion cash outflows related to tendered Cruise Class B Common Shares classified as liabilities.

Cruise Cash Flow (Dollars in billions)

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2022 2021 2020

Net cash used in operating activities $ (1.2) $ (0.8) $ (0.8) $ (0.4)

Net cash used in investing activities $ (0.7) $ (0.7) $ (0.3) $ —

Net cash provided by financing activities $ 2.6 $ — $ 1.1 $ 2.6

Net cash provided by (used in) operating activities $ (1.8) $ (1.2) $ (0.8) $ (0.6)

Net cash provided by (used in) investing activities $ — $ (0.7) $ (0.7) $ 0.7

Net cash provided by (used in) financing activities $ 1.8 $ 2.6 $ — $ (0.8)

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive Financing – GM Financial Liquidity GM Financial's primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, net distributions from credit facilities, securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables.

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Total GM Financial available liquidity $ 28.5 $ 25.7

In the year ended December 31, 2021, GM Financial's available liquidity decreased primarily due to a decrease in cash and cash equivalents, partially offset by increased available borrowing capacity on unpledged eligible assets, resulting from the issuance of securitization transactions and unsecured debt.

In the year ended December 31, 2022, GM Financial's available liquidity increased primarily due to increased available borrowing capacity on unpledged eligible assets, resulting from the issuance of securitization transactions and unsecured debt.

GM Financial structures liquidity to support at least six months of GM Financial's expected net cash flows, including new originations, without access to new debt financing transactions or other capital markets activity.

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We have a support agreement with GM Financial which, among other things, establishes commitments of funding from us to GM Financial.

This agreement also provides that we will continue to own all of GM Financial’s outstanding voting shares so long as any unsecured debt securities

GENERAL MOTORS COMPANY AND SUBSIDIARIES

remain outstanding at GM Financial.

This agreement also provides that we will continue to own all of GM Financial’s outstanding voting shares so long as any unsecured debt securities remain outstanding at GM Financial.

In addition, we are required to use our commercially reasonable efforts to ensure GM Financial remains a subsidiary borrower under our corporate revolving credit facilities.

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2022 2021 2020

Net cash provided by operating activities $ 7.3 $ 8.0 $ 8.1 $ (0.7)

Net cash used in investing activities $ (5.5) $ (9.3) $ (5.0) $ 3.8

Net cash provided by (used in) operating activities $ 5.5 $ 7.3 $ 8.0 $ (1.8)

Net cash provided by (used in) investing activities $ (10.0) $ (5.5) $ (9.3) $ (4.5)

Net cash provided by (used in) financing activities $ 4.0 $ (2.6) $ 2.4 $ 6.6

In the year ended December 31, 2022, Net cash provided by operating activities decreased primarily due to:

(1) a decrease in counterparty derivative collateral posting activities of $0.6 billion;

and (2) a decrease in leased vehicle income of $0.5 billion;

partially offset by (3) a decrease in interest paid of $0.4 billion.

In the year ended December 31, 2021, Net cash used in investing activities decreased primarily due to:

(1) an increase in collections and recoveries on finance receivables of $4.9 billion;

(2) an increase in proceeds from termination of leased vehicles of $1.0 billion;

and (3) an increase in purchases of leased vehicles of $0.6 billion;

partially offset by (4) an increase in purchases of retail finance receivables of $2.8 billion.

In the year ended December 31, 2021, Net cash used in financing activities increased primarily due to:

(1) a decrease in borrowings of $9.6 billion;

(2) an increase in dividend payments of $2.7 billion;

and (3) a decrease in preferred stock issuance of $0.5 billion;

partially offset by (4) a decrease in debt repayments of $7.8 billion.

(1) a decrease in leased vehicle income of $1.2 billion;

and (2) a net increase in cash used in counterparty derivative collateral posting activities of $0.9 billion.

In the year ended December 31, 2022, Net cash used in investing activities increased primarily due to:

(1) an increase in purchases and originations of finance receivables of $6.1 billion;

(2) a decrease in collections and recoveries on finance receivables of $0.7 billion;

and (3) a decrease in the proceeds from termination of leased vehicles of $0.2 billion;

partially offset by (4) a decrease in purchases of leased vehicles of $2.7 billion.

In the year ended December 31, 2022, Net cash provided by financing activities increased primarily due to:

(1) a decrease in debt repayments of $8.8 billion;

and (2) a decrease in dividend payments of $1.8 billion;

partially offset by (3) a decrease in borrowings of $4.0 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

LIBOR Transition As discussed in Part I, Item 1A.

Risk Factors, banks will no longer be persuaded or compelled to submit rates for the calculation of LIBOR after 2021.

GM Financial established a LIBOR transition initiative in 2019 to evaluate the potential impacts of the transition, and continues to implement strategies to mitigate the risks associated with the LIBOR discontinuation such as including fallback language into any new LIBOR based contracts.

GM Financial has only a limited amount of debt outstanding that is scheduled to mature after June 30, 2023 and would utilize the Alternative Reference Rates Committee fallback process.

Furthermore, GM Financial has adhered to the International Swaps and Derivatives Association’s Fallbacks Protocol and plans to transition its existing LIBOR-based derivative exposure in advance of the June 30, 2023 date when applicable LIBOR will no longer be published.

Risk Factors, banks will no longer be persuaded or compelled to submit rates for the calculation of LIBOR.

GM Financial established a LIBOR transition initiative in 2019 to evaluate the potential impacts of the transition, and continues to implement strategies to mitigate the risks associated with the LIBOR discontinuation such as amending existing LIBOR-based transactions where feasible.

GM Financial has only a limited amount of LIBOR-based debt outstanding that is currently scheduled to mature after June 30, 2023 and if not amendable, would utilize the Alternative Reference Rates Committee fallback process where applicable.

Furthermore, GM Financial has adhered to the International Swaps and Derivatives Association’s Fallbacks Protocol and is transitioning its existing LIBOR-based derivative exposure in advance of the June 30, 2023 date when applicable LIBOR will no longer be published.

For any residual exposure after the end of 2022, GM Financial expects to leverage relevant contractual and statutory solutions to transition such exposure.

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We accrue the costs related to product warranty at the time of vehicle sale and we accrue the estimated cost of recall campaigns when they are probable and estimable.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The estimates related to recall campaigns accrued at the time of vehicle sale are established by applying a paid loss approach that considers the number of historical recall campaigns and the estimated cost for each recall campaign.

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Subsequent adjustments to incentive estimates are possible as facts and circumstances change over time, which could affect the revenue previously recognized in Automotive net sales and revenue.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM Financial Allowance for Loan Losses The GM Financial retail finance receivables portfolio consists of smaller-balance, homogeneous loans that are carried at amortized cost, net of allowance for loan losses.

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however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.

GM Financial incorporates its outlook on forecast charge-off recovery rates and overall economic performance in its allowance estimate.

Due to the high used vehicle prices in 2021, GM Financial increased its recovery rate forecast as of December 31, 2021.

Each 5% relative decrease/increase in the forecast recovery rates would increase/decrease the allowance for loan losses by approximately $0.1 billion.

GM Financial incorporates its outlook on forecast recovery rates and overall economic performance in its allowance estimate.

Each 5% relative decrease/increase in the forecast recovery rates would increase/decrease the allowance for loan losses by $0.1 billion.

At December 31, 2022, the weightings applied to the economic forecast scenarios considered resulted in an allowance for loan losses on the retail finance receivables portfolio of $2.1 billion.

Using different possible weightings that GM Financial could apply to the economic forecast scenarios result in an allowance for loan losses ranging from $1.8 billion to $1.9 billion.

If the forecast economic conditions were based entirely on the weakest scenario considered, the allowance for loan losses would increase by $74 million.

Actual economic data and recovery rates that are lower than those forecasted by GM Financial could result in an increase to the allowance for loan losses.

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There can be no assurance that the ultimate charge-off amount will not exceed such estimates or that GM Financial's credit loss assumptions will not increase.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Valuation of GM Financial Equipment on Operating Lease Assets and Residuals GM Financial has investments in leased vehicles recorded as operating leases.

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GM Financial estimates the expected residual value based on third-party data that considers various data points and assumptions, including, but not limited to, recent auction values, the expected future volume of returning leased vehicles, significant liquidation of rental or fleet inventory, used vehicle prices, manufacturer incentive programs and fuel prices.

Realization of the residual values is dependent on the future ability to market the vehicles under prevailing market conditions.

During the term of a lease, GM Financial periodically evaluates the estimated residual value and may adjust the value downward, which increases the prospective depreciation, or upward (limited to the contractual residual value), which decreases the prospective depreciation.

The customer is obligated to make payments during the lease term for the difference between the purchase price and the contract residual value plus a money factor.

However, since the customer is not obligated to purchase the vehicle at the end of the contract, GM Financial is exposed to a risk of loss to the extent the customer returns the vehicle prior to or at the end of the lease term and the value of the vehicle is lower than the residual value estimated at lease inception.

However, since the customer is not obligated to purchase the vehicle at the end of the contract, GM Financial is exposed to a risk of loss to the extent the customer returns the vehicle prior to or at the end of the lease term and the proceeds GM Financial receives on the disposition of the vehicle are lower than the residual value estimated at lease inception.

Realization of the residual values is dependent on GM Financial's future ability to market the vehicles under prevailing market conditions.

At December 31, 2022, the estimated residual value of GM Financial's leased vehicles was $24.7 billion.

Depreciation reduces the carrying value of each leased asset in GM Financial's operating lease portfolio over time from its original acquisition value to its expected residual value at the end of the lease term.

In 2021, prices on leased vehicles at termination generally exceeded their contractual residual values due to high used vehicle prices.

Accordingly, GM Financial increased the residual value estimates at December 31, 2021, which will result in a prospective decrease in the depreciation rate over the remaining term of the leased vehicles portfolio.

If used vehicle prices weaken compared to estimates, GM Financial would increase depreciation expense and/or record an impairment charge on the lease portfolio.

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Alternatively, if used vehicle prices outperform GM Financial's latest estimates, it may record gains on sales of off-lease vehicles and/or decreased depreciation expense.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table illustrates the effect of a 1% relative change in the estimated residual values at December 31, 2022, which could increase or decrease depreciation expense over the remaining term of the leased vehicle portfolio, holding all other assumptions constant (dollars in millions):

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GM Financial reviewed the leased vehicle portfolio for indicators of impairment and determined that no impairment indicators were present at December 31, 2022 and 2021.

Used vehicle prices were higher in 2021 compared to 2020 levels, primarily due to low new vehicle inventory.

In 2022, GM Financial expects used vehicle prices may decrease relative to 2021 levels, but to remain above pre-pandemic levels, primarily due to sustained low new vehicle inventory.

Used vehicle prices decreased since the end of 2021 due to normalization of supply and demand;

however, prices remain above pre-pandemic levels.

In 2023, GM Financial expects used vehicle prices to continue moderating through the year.

Pension and OPEB Plans Our defined benefit pension plans are accounted for on an actuarial basis, which requires the selection of various assumptions, including an expected long-term rate of return on plan assets, a discount rate, mortality rates of participants and expectation of mortality improvement.

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While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In December 2022, an investment policy study was completed for the U.S.

pension plans.

As a result of changes to our capital market assumptions, the weighted-average long-term rate of return on assets decreased from 5.6% at December 31, 2020 to 5.4% at December 31, 2021.

As a result of changes to our capital market assumptions, the weighted-average long-term rate of return on assets increased from 5.4% at December 31, 2021 to 6.3% at December 31, 2022.

The expected long-term rate of return on plan assets used in determining pension expense for non-U.S.

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The unamortized pre-tax actuarial loss on our pension plans was $3.3 billion and $3.7 billion at December 31, 2022 and 2021.

The year-over-year change is primarily due to an increase in discount rates and higher than expected asset returns.

The underfunded status of the U.S.

pension plans improved in the year ended December 31, 2021 to $0.3 billion from $5.4 billion primarily due to:

(1) the favorable effect of actual returns on plan assets of $3.7 billion;

The year-over-year change is primarily due to an increase in discount rates partially offset by lower than expected asset returns.

The funded status of the U.S.

pension plans improved in the year ended December 31, 2022 to $0.1 billion overfunded status from $0.3 billion underfunded status primarily due to:

(1) the favorable effect of an increase in discount rates of $11.9 billion;

and (2) changes in actuarial assumptions, demographic data updates and contributions of $0.3 billion;

partially offset by (4) service and interest costs of $1.3 billion.

partially offset by (3) the unfavorable effect of negative actual returns on plan assets of $10.3 billion;

and (4) service and interest costs of $1.5 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other assumptions constant:

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Refer to Note 17 to our consolidated financial statements for additional information on the composition of valuation allowances.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Forward-Looking Statements This report and the other reports filed by us with the SEC from time to time, as well as statements incorporated by reference herein and related comments by our management, may include "forward-looking statements" within the meaning of the U.S.

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(6) the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of autonomous vehicles;

(7) risks associated with climate change, including increased regulation of greenhouse gas emissions, our transition to electric vehicles and the potential increased impacts of severe weather events;

(7) risks associated with climate change, including increased regulation of GHG emissions, our transition to electric vehicles and the potential increased impacts of severe weather events;

(8) global automobile market sales volume, which can be volatile;

(9) prices and uncertain availability of raw materials and commodities used by us and our suppliers, and instability in logistics and related costs;

(9) inflationary pressures and persistently high prices and uncertain availability of raw materials and commodities used by us and our suppliers, and instability in logistics and related costs;

(10) our business in China, which is subject to unique operational, competitive, regulatory and economic risks;

(11) the success of our ongoing strategic business relationships and of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control;

(12) the international scale and footprint of our operations, which exposes us to a variety of unique political, economic, competitive and regulatory risks, including the risk of changes in government leadership and laws (including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, changes in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

and laws (including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, changes in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S.

and foreign countries' export controls and economic sanctions, differing labor regulations, requirements and union relationships, differing dealer and franchise regulations and relationships, difficulties in obtaining financing in foreign countries, and public health crises, including the occurrence of a contagious disease or illness, such as the COVID-19 pandemic;

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(14) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules;

(15) the ongoing COVID-19 pandemic;

(16) the success of any restructurings or other cost reduction actions;

(15) pandemics, epidemics, disease outbreaks and other public health crises, including the COVID-19 pandemic;

(16) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property rights are not sufficient to prevent competitors from developing or selling those products or services;

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(21) the costs and effect on our reputation of product safety recalls and alleged defects in products and services;

(23) any additional tax expense or exposure;

(22) any additional tax expense or exposure or failure to fully realize available tax incentives;

(23) our continued ability to develop captive financing capability through GM Financial;

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* * * * * * *

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis