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Item 8. Financial Statements and Supplementary Data

2023-01-31 compared with 2022-02-02 · 322 added, 316 removed, 1369 unchanged (32% of the section changed)

13 unchanged sentences

Total costs and expenses 146,421 117,680 115,851

Operating income 9,324 6,634 5,481

Operating income (loss) 10,315 9,324 6,634

Automotive interest expense 987 950 1,098

Interest income and other non-operating income, net (Note 19) 1,432 3,041 1,885

Equity income (Note 8) 1,301 674 1,268

Income before income taxes 12,716 8,095 7,436

Income tax expense (Note 17) 2,771 1,774 769

Net income 9,945 6,321 6,667

Net loss attributable to noncontrolling interests 74 106 65

Net income attributable to stockholders $ 10,019 $ 6,427 $ 6,732

Net income attributable to common stockholders $ 9,837 $ 6,247 $ 6,581

Equity income (loss) (Note 8) 837 1,301 674

Income (loss) before income taxes 11,597 12,716 8,095

Income tax expense (benefit) (Note 17) 1,888 2,771 1,774

Net income (loss) 9,708 9,945 6,321

Net loss (income) attributable to noncontrolling interests 226 74 106

Net income (loss) attributable to stockholders $ 9,934 $ 10,019 $ 6,427

Net income (loss) attributable to common stockholders $ 8,915 $ 9,837 $ 6,247

Earnings per share (Note 21)

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2022 2021 2020

Net income $ 9,945 $ 6,321 $ 6,667

Net income (loss) $ 9,708 $ 9,945 $ 6,321

Other comprehensive income (loss), net of tax (Note 20)

2 unchanged sentences

Other comprehensive income (loss), net of tax 1,337 4,206 ( 2,318 )

Comprehensive income 14,151 4,003 4,539

Comprehensive loss attributable to noncontrolling interests 87 92 76

Comprehensive income attributable to stockholders $ 14,238 $ 4,095 $ 4,615

Comprehensive income (loss) 11,045 14,151 4,003

Comprehensive loss (income) attributable to noncontrolling interests 257 87 92

Comprehensive income attributable to stockholders (loss) $ 11,303 $ 14,238 $ 4,095

Reference should be made to the notes to consolidated financial statements.

Amounts may not add due to rounding.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Commitments and contingencies (Note 16)

Noncontrolling interest - Cruise stock incentive awards (Note 20) 357 —

Equity (Note 20)

8 unchanged sentences

Reference should be made to the notes to consolidated financial statements.

Amounts may not add due to rounding.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

4 unchanged sentences

Cash flows from operating activities

Net income $ 9,945 $ 6,321 $ 6,667

Net income (loss) $ 9,708 $ 9,945 $ 6,321

Depreciation and impairment of Equipment on operating leases, net 4,839 6,076 7,178

7 unchanged sentences

Other operating activities ( 790 ) ( 2,679 ) ( 2,103 )

Net cash provided by operating activities 15,188 16,670 15,021

Net cash provided by (used in) operating activities 16,043 15,188 16,670

Cash flows from investing activities

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Other investing activities ( 62 ) ( 635 ) ( 65 )

Net cash used in investing activities ( 16,355 ) ( 21,826 ) ( 10,899 )

Net cash provided by (used in) investing activities ( 17,882 ) ( 16,355 ) ( 21,826 )

Cash flows from financing activities

2 unchanged sentences

Payments on debt (original maturities greater than three months) ( 39,606 ) ( 47,806 ) ( 72,663 )

Proceeds from issuance of subsidiary preferred and common stock (Note 20) 1,736 492 457

Payments to purchase common stock ( 2,500 ) — ( 90 )

Issuance (redemption) of subsidiary stock (Note 20) ( 2,121 ) 1,736 492

Dividends paid ( 397 ) ( 186 ) ( 669 )

8 unchanged sentences

Reference should be made to the notes to consolidated financial statements.

Amounts may not add due to rounding.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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(In millions)

Common Stockholders’ Noncontrolling Interests Total Equity

Common Stockholders’ Noncontrolling Interests Total Equity Noncontrolling Interest

Cruise Stock Incentive Awards

(Temporary Equity)

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss

Balance at January 1, 2020 $ 14 $ 26,074 $ 26,860 $ ( 11,156 ) $ 4,165 $ 45,957 $ —

Net income — — 6,732 — ( 65 ) 6,667

Other comprehensive loss — — — ( 2,117 ) ( 11 ) ( 2,128 )

Issuance of subsidiary preferred stock (Note 20) — — — — 457 457

Adoption of accounting standards — — ( 660 ) — — ( 660 ) —

Net income (loss) — — 6,427 — ( 106 ) 6,321 —

Other comprehensive income (loss) — — — ( 2,332 ) 14 ( 2,318 ) —

Issuance (redemption) of subsidiary stock (Note 20) — — — — 544 544 —

Purchase of common stock — ( 57 ) ( 33 ) — — ( 90 ) —

Stock based compensation — 525 ( 10 ) — — 515 —

3 unchanged sentences

Balance at December 31, 2020 14 26,542 31,962 ( 13,488 ) 4,647 49,677 —

Adoption of accounting standards — — ( 660 ) — — ( 660 )

Net income — — 6,427 — ( 106 ) 6,321

Other comprehensive loss — — — ( 2,332 ) 14 ( 2,318 )

Purchase of common stock — ( 57 ) ( 33 ) — — ( 90 )

Issuance of subsidiary preferred stock (Note 20) — — — — 544 544

Net income (loss) — — 10,019 — ( 74 ) 9,945 —

Other comprehensive income (loss) — — — 4,219 ( 13 ) 4,206 —

Issuance (redemption) of subsidiary stock (Note 20) — — — — 1,736 1,736 —

Stock based compensation — 526 ( 3 ) — — 523 —

Cash dividends paid on common stock — — ( 545 ) — — ( 545 )

Dividends to noncontrolling interests — — — — ( 186 ) ( 186 ) —

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Balance at December 31, 2021 15 27,061 41,937 ( 9,269 ) 6,071 65,815 —

Net income — — 10,019 — ( 74 ) 9,945

Other comprehensive income — — — 4,219 ( 13 ) 4,206

Issuance of subsidiary preferred stock (Note 20) — — — — 1,736 1,736

Net income (loss) — — 9,934 — ( 226 ) 9,708 —

Other comprehensive income (loss) — — — 1,368 ( 31 ) 1,337 —

Issuance (redemption) of subsidiary stock (Note 20) — — ( 909 ) — ( 1,212 ) ( 2,121 ) —

Purchase of common stock ( 1 ) ( 1,153 ) ( 1,347 ) — — ( 2,500 ) —

Stock based compensation — 299 ( 5 ) — — 294 299

Cash dividends paid on common stock — — ( 257 ) — — ( 257 ) —

Dividends to noncontrolling interests — — ( 12 ) — ( 127 ) ( 140 ) —

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Reference should be made to the notes to consolidated financial statements.

Amounts may not add due to rounding.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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General Motors Company was incorporated as a Delaware corporation in 2009.

We design, build and sell trucks, crossovers, cars and automobile parts, provide software-enabled services worldwide and are investing in and growing an AV business.

We design, build and sell trucks, crossovers, cars and automobile parts and provide software-enabled services and subscriptions worldwide.

Additionally, we are investing in and growing an AV business.

We also provide automotive financing services through GM Financial.

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Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions.

Certain columns and rows may not add due to rounding.

Principles of Consolidation We consolidate entities that we control due to ownership of a majority voting interest and we consolidate variable interest entities (VIEs) when we are the primary beneficiary.

All intercompany balances and transactions have been eliminated in consolidation.

All intercompany balances and transactions are eliminated in consolidation.

Our share of earnings or losses of nonconsolidated affiliates is included in our consolidated operating results using the equity method of accounting when we are able to exercise significant influence over the operating and financial decisions of the affiliate.

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however, due to the inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

GM Financial The amounts presented for GM Financial have been adjusted to reflect the impact on GM Financial's deferred tax positions and provision for income taxes resulting from the inclusion of GM Financial in our consolidated tax return and to eliminate the effect of transactions between GM Financial and the other members of the consolidated group.

GM Financial The amounts presented for GM Financial are adjusted to reflect the impact on GM Financial's deferred tax positions and provision for income taxes resulting from the inclusion of GM Financial in our consolidated tax return and to eliminate the effect of transactions between GM Financial and the other members of the consolidated group.

Accordingly, the amounts presented will differ from those presented by GM Financial on a stand-alone basis.

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The accounting policies that follow are utilized by our automotive, automotive financing and Cruise operations, unless otherwise indicated.

We adopted Accounting Standards Update (ASU) 2016-13 "Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments" (ASU 2016-13) on January 1, 2020 on a modified retrospective basis.

As such, the comparative information in prior periods was not restated and continues to be reported under the accounting standards in effect for those periods.

The accounting policies for Marketable Debt Securities, Accounts and Notes Receivable and GM Financial Receivables that were affected by the adoption of ASU 2016-13 became effective on January 1, 2020.

Revenue Recognition

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Subsequent adjustments to incentive estimates are possible as facts and circumstances change over time.

A portion of the consideration received is deferred for separate performance obligations, such as maintenance and vehicle connectivity, that will be provided to our customers at a future date.

A portion of the consideration received is deferred for separate performance obligations, such as maintenance, services and vehicle connectivity, that will be provided to our customers at a future date.

Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of the vehicle sale are excluded from Automotive net sales and revenue.

Costs for shipping and handling activities that occur after control of the vehicle transfers to the dealer are recognized at the time of sale and presented in Automotive and other cost of sales.

V e hicle, Parts and Accessories For the majority of vehicle and accessories sales, our customers obtain control and we recognize revenue when the vehicle transfers to the dealer, which generally occurs when the vehicle is released to the carrier responsible for transporting it to a dealer.

V e hicle, Parts and Accessories For the majority of vehicle and accessories sales, our customers obtain control and we recognize revenue when the vehicle transfers to the dealer, which typically occurs either when the vehicle is released to the carrier responsible for transporting it to a dealer or upon delivery to a dealer.

Revenue, net of estimated returns, is recognized on the sale of parts upon delivery to the customer.

3 unchanged sentences

Typically, transfers to daily rental companies are accounted for as sales, with revenue recognized at the time of transfer.

We defer revenue for remarketing obligations, record a residual value guarantee and reflect a liability for amounts expected to be paid once the remarketing services are complete at the time of certain transfers and recognize deferred revenue in earnings upon completion of the remarketing service.

We defer revenue for remarketing obligations, record a residual value guarantee and reflect a liability for amounts expected to be paid once the remarketing services are complete at the time of sale and recognize deferred revenue in earnings upon completion of the remarketing service.

Used Vehicles Proceeds from the auction of vehicles utilized by our employees are recognized in Automotive net sales and revenue upon transfer of control of the vehicle to the customer and the related vehicle carrying value is recognized in Automotive and other cost of sales.

Services and Other Services and other revenue primarily consists of revenue from vehicle-related service arrangements and after-sale services such as maintenance, OnStar, vehicle connectivity and extended service warranties.

Services and Other Services and other revenue primarily consists of revenue from vehicle-related service arrangements and after-sale services such as maintenance, OnStar, Super Cruise, vehicle connectivity and extended service warranties.

For those service arrangements that are bundled with a vehicle sale, a portion of the revenue from the sale is allocated to the service component and recognized as deferred revenue within Accrued liabilities or Other liabilities.

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Automotive Financing - GM Financial Finance charge income earned on finance receivables is recognized using the effective interest method.

Fees and commissions received (including incentive payments) and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the effective interest method and are removed from the consolidated balance sheets when the related finance receivables are fully charged off or paid in full.

Fees and commissions received (including manufacturer subvention) and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the effective interest method and are removed from the consolidated balance sheets when the related finance receivables are fully charged off or paid in full.

Accrual of finance charge income on retail finance receivables is generally suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy and accounts in repossession.

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Income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as operating lease revenue on a straight-line basis over the term of the lease agreement.

Gains or losses realized upon disposition of off-lease assets including any payments received from lessees upon lease termination, are included in GM Financial interest, operating and other.

Gains or losses realized upon disposition of off-lease assets including any payments received from lessees upon lease termination, are included in GM Financial interest, operating and other expenses.

Advertising and Promotion Expenditures Advertising and promotion expenditures, which are expensed as incurred in Automotive and other selling, general and administrative expense, were $ 4.0 billion, $ 3.3 billion and $ 2.7 billion in the years ended December 31, 2022, 2021 and 2020.

Research and Development Expenditures Research and development expenditures, which are expensed as incurred in Automotive and other cost of sales, were $ 9.8 billion, $ 7.9 billion and $ 6.2 billion in the years ended December 31, 2022, 2021 and 2020.

We enter into cost sharing arrangements with third parties or nonconsolidated affiliates for product-related research, engineering, design and development activities.

We enter into co-development arrangements with third parties or nonconsolidated affiliates for product-related research, engineering, design and development activities.

Cost sharing payments and fees related to these arrangements are presented in Automotive and other cost of sales.

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Our pricing service utilizes industry-standard pricing models that consider various inputs.

We typically review our pricing service quarterly and believe the prices received from our pricing service are a reliable representation of exit prices.

We review our pricing service quarterly and believe the prices received from our pricing service are a reliable representation of exit prices.

Accounts and Notes Receivable Accounts and notes receivable primarily consists of amounts that are due and payable from our customers for the sale of vehicles, parts and accessories.

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Commercial finance receivables are carried at amortized cost, net of allowance for loan losses and amounts held under a cash management program.

GM Financial establishes the allowance for loan losses based on historical loss experience, as well as the forecast for industry vehicle sales, which is the economic indicator believed to have the largest impact on expected losses.

GM Financial establishes the allowance for loan losses based on historical loss experience, as well as forecasted auto industry conditions, which is the economic indicator believed to have the largest impact on expected losses.

Inventories Inventories are stated at the lower of cost or net realizable value.

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Intangible assets are amortized on a straight-line or an accelerated method of amortization over their estimated useful lives.

An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined.

We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life.

Amortization of developed technology and intellectual property is recorded in Automotive and other cost of sales.

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Product-specific long-lived asset groups and non-product specific long-lived assets are separately tested for impairment on an asset group basis.

Fair value is determined using either the market or sales comparison approach, cost approach or anticipated

Fair value is determined using either the market or sales comparison approach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved.

Long-lived assets to be disposed of other than by sale are considered held for use until disposition.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

cash flows discounted at a rate commensurate with the risk involved.

Long-lived assets to be disposed of other than by sale are considered held for use until disposition.

Government Incentives and Grants We receive incentives from federal, state and local governments in different regions of the world that primarily encourage us to establish, maintain, or increase investment, employment, or production in the region.

We account for government incentives as a reduction of expense, a reduction of the cost of the capital investment, or other income based on the substance of the incentive received.

Benefits are generally recorded when there is reasonable assurance of receipt and amounts are recorded in earnings as the expenses in which the incentive is meant to offset are incurred, as we meet the conditions of the grant or as the capital investment is depreciated.

At December 31, 2022, cash incentives receivable in Accounts and notes receivable, net of allowance was $ 300 million, cash incentives receivable in Other assets was $ 248 million and deferred incentive income in Other liabilities was $ 250 million.

In the year ended December 31, 2022, we recognized $ 234 million in Automotive and other cost of sales associated with incentives.

Current agreements expire at various dates through 2031 and we consider the risk that any amounts recognized will be returned to be remote.

Pension and OPEB Plans

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We apply individual annual yield curve rates to determine the service cost and interest cost for our pension and OPEB plans to more specifically link the cash flows related to service cost and interest cost to bonds maturing in their year of payment.

The benefit obligation for pension plans in Canada, the U.K.

and Germany represents 93 % of the non-U.S.

The benefit obligation for pension plans in Canada, the United Kingdom and Germany represents 90 % of the non-U.S.

pension benefit obligation at December 31, 2022.

The discount rates for plans in Canada, the U.K.

and Germany are determined using a cash flow matching approach like the U.S.

The discount rates for plans in Canada, the United Kingdom and Germany are determined using a cash flow matching approach like the U.S.

Plan Asset Valuation Due to the lack of timely available market information for certain investments in the asset classes described below as well as the inherent uncertainty of valuation, reported fair values may differ from fair values that would have been used had timely available market information been available.

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Debt Securities Valuations for debt securities are based on quotations received from independent pricing services or from dealers who make markets in such securities.

Debt securities priced via pricing services that utilize matrix pricing which considers readily observable inputs such as the yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices, are classified in Level 2.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

as dealer supplied prices, are classified in Level 2.

Debt securities that are typically priced by dealers and pricing services via the use of proprietary pricing models which incorporate significant unobservable inputs are classified in Level 3.

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Investment Funds, Private Equity and Debt Investments and Real Estate Investments Investment funds, private equity and debt investments and real estate investments are valued based on the Net Asset Value (NAV) per Share (or its equivalent) as a practical expedient to estimate fair value due to the absence of readily available market prices.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NAV's are provided by the respective investment sponsors or investment advisers and are subsequently reviewed and approved by management.

NAVs are provided by the respective investment sponsors or investment advisers and are subsequently reviewed and approved by management.

In the event management concludes a reported NAV does not reflect fair value or is not determined as of the financial reporting measurement date, we will consider whether and when deemed necessary to make an adjustment at the balance sheet date.

In determining whether an adjustment to the external valuation is required, we will review material factors that could affect the valuation, such as changes in the composition or performance of the underlying investments or comparable investments, overall market conditions, expected sale prices for private investments which are probable of being sold in the short-term and other economic factors that may possibly have a favorable or unfavorable effect on the reported external valuation.

Stock Incentive Plans Our stock incentive plans include RSUs, Restricted Stock Awards (RSAs), PSUs, stock options and awards that may be settled in our stock, the stock of our subsidiaries or in cash.

We measure and record compensation expense based on the fair value of GM or Cruise's common stock on the date of grant for RSUs, RSAs and PSUs and the grant date fair value, determined utilizing a lattice model or the Black-Scholes formula, for stock options and PSUs.

We record compensation cost for service-based RSUs, RSAs, PSUs and service-based stock options on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period.

RSUs granted in stock of Cruise vest upon satisfaction of both a service condition and a liquidity condition, defined as a change in control transaction or the consummation of an initial public offering.

Compensation costs for RSUs granted in stock of Cruise will be recorded when the liquidity condition is met.

Stock Incentive Plans Our stock incentive plans include RSUs, PSUs, stock options and awards that may be settled in our stock, the stock of our subsidiaries or in cash.

We measure and record compensation expense based on the fair value of GM or Cruise's common stock on the date of grant for RSUs and PSUs and the grant date fair value, determined utilizing a lattice model or the Black-Scholes formula, for stock options and PSUs.

We record compensation cost for service-based RSUs, PSUs and service-based stock options on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period.

In March 2022, all outstanding RSUs that settle in Cruise's common stock were modified to remove the liquidity vesting condition.

Prospectively, RSUs that will settle in Cruise's common stock will vest solely upon satisfaction of a service condition.

Compensation cost for awards that do not have an established accounting grant date, but for which the service inception date has been established, or are settled in cash is based on the fair value of GM or Cruise's common stock at the end of each reporting period.

We use the graded vesting method to record compensation cost for stock options with market conditions over the lesser of the vesting period or the time period an employee becomes eligible to retain the award at retirement.

Compensation cost is also recorded on stock issued to settle awards based on the fair value of Cruise's common stock until such time that the stock has been issued for more than six months.

Product Warranty and Recall Campaigns The estimated costs related to product warranties are accrued at the time products are sold and are charged to Automotive and other cost of sales.

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The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence factors.

It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years.

It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

losses in recent years.

We utilize a rolling three years of actual and current year results as the primary measure of cumulative losses in recent years.

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We record interest and penalties on uncertain tax positions in Income tax expense.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Foreign Currency Transactions and Translation The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S.

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Gains and losses arising from foreign currency transactions and the effects of remeasurements discussed in the preceding paragraph are recorded in Automotive and other cost of sales and GM Financial interest, operating and other expenses unless related to Automotive debt, which are recorded in Interest income and other non-operating income, net.

Foreign currency transaction and remeasurement gains were $ 17 million, losses of $ 203 million and gains of $ 85 million in the years ended December 31, 2021, 2020 and 2019.

Foreign currency transactions and remeasurements in the years ended December 31, 2022, 2021 and 2020 were $ 172 million of losses, insignificant gains and $ 203 million of losses.

Derivative Financial Instruments Derivative financial instruments are recognized as either assets or liabilities at fair value.

The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedging relationship identified.

Cash flows for all derivative financial instruments are typically classified in cash flows from operating activities.

Derivative instruments are not used for trading or speculative purposes.

Automotive We utilize options, swaps and forward contracts to manage foreign currency and commodity price risk.

The change in fair value of option and forward contracts not designated as hedges is recorded in Interest income and other non-operating income, net.

Cash flows for all derivative financial instruments are classified in cash flows from operating activities.

We estimate the fair value of the Stellantis warrants using a Black-Scholes formula.

The significant inputs to the model include the Stellantis stock price and the estimated dividend yield.

We are entitled to receive any dividends declared by Stellantis through the conversion date upon exercise of the warrants.

Gains or losses as a result of the change in the fair value of the Stellantis warrants are recorded in Interest income and other non-operating income, net.

The change in the fair value of option, swap and forward contracts not designated as an accounting hedge is recorded in Interest income and other non-operating income, net.

Certain foreign currency and commodity forward contracts have been designated and qualify as cash flow hedges.

The risk being hedged is foreign currency and commodity price risk related to forecasted transactions.

The change in the fair value of these forward contracts is recorded in Accumulated other comprehensive loss and will be recognized in Automotive net sales and revenue or Automotive and other cost of sales when the hedged transaction impacts earnings.

Forward contracts designated as cash flow hedges are evaluated for effectiveness using regression analysis at inception and throughout the hedge period.

Automotive Financing - GM Financial GM Financial utilizes interest rate derivative instruments to manage interest rate risk and foreign currency derivative instruments to manage foreign currency risk.

The change in fair value of the derivative instruments not designated as hedges is recorded in GM Financial interest, operating and other expenses.

Cash flows for all derivative financial instruments are classified in cash flows from operating activities.

The change in fair value of the derivative instruments not designated as an accounting hedge is recorded in GM Financial interest, operating and other expenses.

Certain interest rate and foreign currency swap agreements have been designated as fair value hedges.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recently Adopted Accounting Standards Effective October 1, 2022, we adopted Accounting Standard Update (ASU) 2022-03, "Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions" (ASU 2022-03), which clarifies that a contractual restriction on the sale of an equity security is not considered in measuring fair value.

The adoption of ASU 2022-03 was insignificant to our consolidated financial statements.

Accounting Standards Not Yet Adopted In March 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for TDRs and enhances certain disclosure requirements.

We adopted ASU 2022-02 on a modified retrospective basis on January 1, 2023.

The impact of the adoption of ASU 2022-02 was insignificant.

The following table disaggregates our revenue by major source for revenue generating segments :

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Adjustments to sales incentives for previously recognized sales were insignificant during the years ended December 31, 2022, 2021 and 2020.

Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service contracts of $ 2.5 billion and $ 2.4 billion at December 31, 2021 and 2020, which are included in Accrued liabilities and Other liabilities.

We recognized revenue of $ 1.2 billion and $ 1.1 billion related to contract liabilities during the years ended December 31, 2021 and 2020.

We expect to recognize revenue of $ 1.2 billion, $ 498 million and $ 868 million in the years ending December 31, 2022, 2023 and thereafter related to contract liabilities at December 31, 2021.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service contracts of $ 3.3 billion and $ 2.5 billion at December 31, 2022 and 2021, which are included in Accrued liabilities and Other liabilities.

We recognized revenue of $ 1.3 billion and $ 1.2 billion related to contract liabilities during the years ended December 31, 2022 and 2021.

We expect to recognize revenue of $ 1.3 billion, $ 680 million and $ 1.4 billion in the years ending December 31, 2023, 2024 and thereafter related to contract liabilities at December 31, 2022.

Marketable and Other Securities

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Total available-for-sale debt securities with contractual maturities $ 17,139

(a) Includes $ 1.6 billion and $ 761 million in Cruise at December 31, 2021 and 2020.

(b) Includes $ 1.5 billion and $ 943 million in Cruise at December 31, 2021 and 2020.

(a) Includes $ 1.5 billion and $ 1.6 billion in Cruise at December 31, 2022 and 2021.

(b) Includes $ 1.4 billion and $ 1.5 billion in Cruise at December 31, 2022 and 2021.

(c) Excludes mortgage and asset-backed securities of $ 538 million at December 31, 2022 as these securities are not due at a single maturity date.

Proceeds from the sale of available-for-sale debt securities sold prior to maturity were $ 1.9 billion in the years ended December 31, 2021 and 2020 and $ 4.5 billion in the year ended December 31, 2019.

Net unrealized gains and losses on available-for-sale debt securities were insignificant in the years ended December 31, 2021, 2020 and 2019.

Cumulative unrealized gains and losses on available-for-sale debt securities were insignificant at December 31, 2021 and 2020.

Proceeds from the sale of available-for-sale debt securities sold prior to maturity were $ 1.8 billion in the year ended December 31, 2022, and $ 1.9 billion in the years ended December 31, 2021 and 2020.

Net unrealized losses on available-for-sale debt securities were $ 319 million in the year ended December 31, 2022 and insignificant in the years ended December 31, 2021 and 2020.

Cumulative unrealized losses on available-for-sale debt securities were $ 344 million and insignificant at December 31, 2022 and 2021.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:

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Total $ 21,948 $ 23,542

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

GM Financial Receivables and Transactions

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Allowance for loan losses at end of period $ 2,096 $ 1,886 $ 1,978

The decrease in the allowance for loan losses as of December 31, 2021 compared to December 31, 2020 was primarily due to a reduction in the reserve levels established at the onset of the COVID-19 pandemic.

This reduction was a result of actual credit performance that was better than forecasted and favorable expectations for future charge-offs and recoveries, reflecting improved economic conditions.

These decreases in the reserve levels were partially offset by reserves established for loans originated during the year ended December 31, 2021.

Retail Finance Receivables GM Financial's retail finance receivable portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use.

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GM Financial performs periodic credit reviews of each dealership and adjusts the dealership's risk rating, if necessary.

There were no commercial finance receivables on nonaccrual status at December 31, 2021 and an insignificant amount at December 31, 2020.

There were no commercial finance receivables on nonaccrual status at December 31, 2022 and 2021.

GM Financial's commercial risk model and risk rating categories are as follows:

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Commercial finance receivables, net due from GM consolidated dealers $ 187 $ 163

Receivables due from Cruise $ 113 $ —

Subvention receivable(b) $ 469 $ 282

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(b) Our Automotive segments made cash payments to GM Financial for subvention of $ 2.4 billion, $ 3.3 billion and $ 3.9 billion in the years ended December 31, 2022, 2021 and 2020.

GM Financial's Board of Directors declared and paid dividends of $ 3.5 billion, $ 800 million and $ 400 million on its common stock in the years ended December 31, 2021, 2020 and 2019.

GM Financial's Board of Directors declared and paid dividends of $ 1.7 billion, $ 3.5 billion and $ 800 million on its common stock in the years ended December 31, 2022, 2021 and 2020.

December 31, 2022 December 31, 2021

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Variable lease costs were insignificant in the years ended December 31, 2022, 2021 and 2020.

At December 31, 2021 and 2020, operating lease right of use assets in Other assets were $ 1.1 billion and $ 1.0 billion, operating lease liabilities in Accrued liabilities were $ 204 million and $ 209 million and non-current operating lease liabilities in Other liabilities were $ 1.0 billion and $ 969 million.

At December 31, 2022 and 2021, operating lease right of use assets in Other assets were $ 1.1 billion, operating lease liabilities in Accrued liabilities were $ 247 million and $ 204 million and non-current operating lease liabilities in Other liabilities were $ 967 million and $ 1.0 billion.

Operating lease right of use assets obtained in exchange for lease obligations were $ 252 million and $ 328 million in the years ended December 31, 2022 and 2021.

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2022 2021 2020

Automotive China equity income $ 1,098 $ 512 $ 1,132

Other joint ventures equity income 203 162 136

Total Equity income $ 1,301 $ 674 $ 1,268

Automotive China equity income (loss) $ 677 $ 1,098 $ 512

Other joint ventures equity income (loss) 159 203 162

Total Equity income (loss) $ 837 $ 1,301 $ 674

Investments in Nonconsolidated Affiliates

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Automotive China carrying amount $ 6,714 $ 7,156

Ultium Cells Holdings LLC carrying amount 1,463 650

Other investments carrying amount 1,998 1,871

Total equity in net assets of nonconsolidated affiliates $ 10,176 $ 9,677

The carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $ 4.3 billion and $ 4.2 billion at December 31, 2021 and 2020 primarily due to goodwill from the application of fresh-start reporting and the purchase of additional interests in nonconsolidated affiliates.

The carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $ 4.3 billion at December 31, 2022 and 2021 primarily due to goodwill from the application of fresh-start reporting and the purchase of additional interests in nonconsolidated affiliates.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Buildings and improvements 5 - 40

11,461 10,542

Machinery and equipment 3 - 27

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GM Financial is not required to provide additional financial support to these SPEs.

While these subsidiaries are included in GM Financial's consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are not available to GM Financial's creditors.

The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs:

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Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to ensure that our supply needs for production are met or are not disrupted.

Our variable interests in these nonconsolidated VIEs include equity investments, accounts and loans receivable, committed financial support and other off-balance sheet arrangements.

The carrying amounts of assets were $ 846 million and liabilities were insignificant related to our

Our variable interests in these nonconsolidated VIEs include equity investments, accounts and loans receivable, committed financial support and other off-balance sheet

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

nonconsolidated VIEs at December 31, 2021.

The carrying amounts of assets and liabilities related to our nonconsolidated VIEs were insignificant at December 31, 2020.

Our maximum exposure to loss as a result of our involvement with these VIEs was $ 2.1 billion and $ 1.2 billion, inclusive of $ 1.2 billion and $ 776 million in committed capital contributions to Ultium Cells LLC at December 31, 2021 and 2020.

arrangements.

The carrying amounts of assets were approximately $ 1.6 billion and $ 850 million and liabilities were insignificant related to our nonconsolidated VIEs at December 31, 2022 and 2021.

Our maximum exposure to loss as a result of our involvement with these VIEs was $ 3.3 billion and $ 2.1 billion, inclusive of $ 1.4 billion and $ 1.2 billion in committed capital contributions to Ultium Cells Holdings LLC at December 31, 2022 and 2021.

We currently lack the power through voting or similar rights to direct the activities of these entities that most significantly affect their economic performance.

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Supplier recoveries balance at end of period(a) 1,184 2,039 224

2,039 224 241

Warranty balance, net of supplier recoveries at end of period $ 7,345 $ 7,735 $ 8,018

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$ 2,592 $ 2,606 $ 3,108

In the year ended December 31, 2021, we recorded warranty recall campaign accruals of $ 2.8 billion, of which $ 2.0 billion related to the Chevrolet Bolt recall.

In addition, we reached an agreement with LG Electronics, Inc.

(LG) under which LG will reimburse GM for costs and expenses associated with the recall, which substantially offsets the warranty charges we recognized in connection with the recall.

Refer to Note 16 to our consolidated financial statements for more details on the Chevrolet Bolt recall and associated supplier recovery.

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at December 31, 2022.

Refer to Note 16 to our consolidated financial statements for more details.

Automotive The following table presents debt in our automotive operations:

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Weighted-average interest rate on outstanding long-term debt(d) 5.8 % 5.8 %

(a) Primarily consists of senior notes.

(a) Primarily consist of senior notes.

(b) Includes net discount and debt issuance costs of $ 525 million and $ 512 million at December 31, 2022 and 2021.

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

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 September 2021, we repaid $ 450 million of our floating rate senior unsecured debt upon maturity.

In December 2021, we terminated our three-year , $ 2.0 billion transformation facility that was scheduled to mature in January 2022.

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.

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.

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, in the year ended December 31, 2022, we paid, prior to maturity, $ 529 million 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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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In the year ended December 31, 2022, GM Financial issued $ 9.0 billion in aggregate principal amount of senior notes with an initial weighted-average interest rate of 3.78 % and maturity dates ranging from 2024 to 2032.

In September 2021, GM Financial redeemed $ 1.5 billion in aggregate principal amount of 5.2 % senior notes due in 2023.

In 2021, GM Financial redeemed $ 1.5 billion in aggregate principal amount of 5.20 % senior notes due in 2023.

The redemption resulted in a $ 105 million loss on the early extinguishment of debt.

The loss is included in GM Financial interest, operating and other expenses.

In January 2022, GM Financial issued $ 2.6 billion in senior notes with a weighted average interest rate of 2.57 % and maturity dates ranging from 2027 to 2032.

Unsecured credit facilities and other unsecured debt have original maturities of up to four years .

Unsecured credit facilities and other unsecured debt have original maturities of up to five years .

The weighted-average interest rate on these credit facilities and other unsecured debt was 6.97 % at December 31, 2022.

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Total interest expense $ 3,868 $ 3,496 $ 4,121

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes contractual maturities including finance leases at December 31, 2022:

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$ 18,369 $ 97,847 $ 116,217

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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Commodity 2 1,075 1,549

Stellantis warrants, formerly known as PSA warrants(b) 2 45 49

Stellantis warrants(b) 2 — 45

Total derivative financial instruments $ 5,148 $ 5,822

(a) The fair value of these derivative instruments at December 31, 2022 and 2021 and the gains/losses included in our consolidated income statements for the years ended December 31, 2022, 2021 and 2020 were insignificant, unless otherwise noted.

(b) As a result of the merger of Peugeot, S.A.

(PSA Group) and Fiat Chrysler Automobiles N.V.

on January 16, 2021, our 39.7 million warrants in Stellantis will convert into 69.2 million common shares of Stellantis upon exercise, subject to the original contractual lockup period of five years .

These warrants will continue to be governed by the same terms and conditions that were applicable prior to the merger.

The fair value of these warrants, located in Other assets, was $ 1.4 billion and $ 1.1 billion at December 31, 2021 and 2020.

We recorded gains in Interest income and other non-operating income, net of $ 316 million, $ 139 million and $ 154 million for the years ended December 31, 2021, 2020 and 2019.

(b) At December 31, 2021, we held 39.7 million warrants in Stellantis, which we exercised in September 2022.

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.

The fair value of these warrants, located in Other assets, was $ 1.4 billion at December 31, 2021.

We recorded a loss in Interest income and other non-operating income of $ 363 million for the year ended December 31, 2022 and gains of $ 316 million and $ 139 million for the years ended December, 2021 and 2020.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Interest rate swaps 2 1,434 34 1 611 12 4

Foreign currency swaps 2 7,419 85 201 5,626 278 47

Foreign currency swaps(b) 2 6,852 — 586 7,419 85 201

Derivatives not designated as hedges(a)

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Foreign currency contracts 2 — — — 148 — —

Total derivative financial instruments(b) $ 133,971 $ 1,017 $ 691 $ 129,566 $ 1,823 $ 672

Total derivative financial instruments(c) $ 142,212 $ 2,302 $ 3,392 $ 133,971 $ 1,017 $ 691

(a) The gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December 31, 2022 , 2021 and 2020 were insignificant, unless otherwise noted.

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Amounts accrued for interest payments in a net payable position are included in Other liabilities.

(b) GM Financial held $ 376 million and $ 728 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at December 31, 2021 and 2020.

(b) The effect of foreign currency cash flow hedges in the consolidated statements of comprehensive income include a $ 529 million loss recognized in Accumulated other comprehensive loss and a $ 578 million loss reclassified from Accumulated other comprehensive loss into income for the year ended December 31, 2022 and insignificant activity in the years ended December 31, 2021 and 2020.

(c) GM Financial held $ 553 million and $ 376 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $ 1.5 billion and an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at December 31, 2022 and 2021.

The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves.

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GM Financial unsecured debt $ 28,319 $ 781 $ 24,964 $ ( 226 )

(a) Includes $ 246 million and $ 200 million of unamortized gains remaining on hedged items for which hedge accounting has been discontinued at December 31, 2021 and 2020.

(a) Includes an insignificant amount and $ 246 million of unamortized gains remaining on hedged items for which hedge accounting has been discontinued at December 31, 2022 and 2021.

Pensions and Other Postretirement Benefits

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(hired prior to January 1, 2001) and Canadian salaried employees and employees in certain other non-U.S.

locations are generally based on years of service and compensation history.

locations are generally based on years of

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

service and compensation history.

Accrual of defined pension benefits ceased in 2012 for U.S.

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executives for service prior to January 1, 2007 and it is based on an “excess plan” for service after that date.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The funding policy for qualified defined benefit pension plans is to contribute annually not less than the minimum required by applicable laws and regulations or to directly pay benefit payments where appropriate.

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Based on our current assumptions, over the next five years , we expect no significant mandatory contributions to our U.S.

qualified pension plans and mandatory contributions totaling $ 290 million to our U.K.

and Canada pension plans.

qualified pension plans and mandatory contributions totaling $ 269 million to our United Kingdom and Canada pension plans.

Other Postretirement Benefit Plans Certain hourly and salaried defined benefit plans provide postretirement medical, dental, legal service and life insurance to eligible U.S.

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Total recorded in Accumulated other comprehensive loss $ ( 1,181 ) $ ( 2,213 ) $ ( 76 ) $ ( 6 ) $ ( 3,729 ) $ ( 1,424 )

In the year ended December 31, 2021, the decrease in benefit plan obligations was primarily due to a decrease in actuarial losses experienced by all plans as a result of an increase in discount rates.

In the year ended December 31, 2020, the increase in benefit plan obligations was primarily due to an increase in actuarial losses experienced by all plans as a result of a decrease in discount rates.

In the years ended December 31, 2022 and 2021, the decrease in benefit obligations was primarily due to an increase in actuarial gains experienced by all plans as a result of an increase in discount rates.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Refer to Note 19 for additional information.

pension plan service cost includes administrative expenses and Pension Benefit Guarantee Corporation premiums were insignificant for the years ended December 31, 2021 and 2020 and $ 214 million for the year ended December 31, 2019.

pension plan service cost, which includes administrative expenses and Pension Benefit Guarantee Corporation premiums, were insignificant for the years ended December 31, 2022, 2021 and 2020.

Weighted-average assumptions used to determine net expense are determined at the beginning of the period and updated for remeasurements.

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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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Corporate and other debt securities — 21,816 — 21,816 — 26,064 — 26,064

Other investments, net(b)(c) 421 21 246 688 ( 834 ) ( 8 ) 427 ( 415 )

Other investments, net(b) 125 60 254 439 421 21 246 688

Net plan assets subject to leveling $ 1,347 $ 31,482 $ 257 33,086 $ 2,975 $ 41,009 $ 246 44,230

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Total plan assets measured at net asset value 12,551 15,323

Other plan assets, net(d) 368 624

Other plan assets (liabilities), net(c) ( 736 ) 368

Net plan assets $ 44,901 $ 59,921

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Corporate and other debt securities — 2,570 1 2,571 — 3,379 2 3,381

Other investments, net(b)(e) 52 ( 66 ) 116 102 31 ( 79 ) 127 79

Other investments, net(b)(d) 24 ( 70 ) 84 38 52 ( 66 ) 116 102

Net plan assets subject to leveling $ 167 $ 4,685 $ 85 4,937 $ 424 $ 6,397 $ 118 6,939

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Total plan assets measured at net asset value 4,485 6,545

Other plan assets (liabilities), net(d) 37 ( 21 )

Other plan assets (liabilities), net(c) 108 37

Net plan assets $ 9,530 $ 13,521

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(b) Includes net derivative assets (liabilities).

(c) Level 1 Other investments, net includes derivative liabilities approximating $ 1.0 billion related to equity option and futures contracts at December 31, 2020.

(d) Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees, custody fees and other expenses.

(e) Level 2 Other investments, net includes Canadian repurchase agreements.

(c) Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees, custody fees and other expenses.

(d) Level 2 Other investments, net includes Canadian repurchase agreements of approximately $ 150 million and $ 271 million at December 31, 2022 and 2021.

The activity attributable to U.S.

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common and preferred stocks as well as similar equity securities issued by companies incorporated, listed or domiciled in developed and/or emerging market countries.

Fixed income funds include investments in high quality funds and, to a lesser extent, high yield funds.

High quality fixed income

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

income funds include investments in high quality funds and, to a lesser extent, high yield funds.

High quality fixed income funds invest in government securities, investment-grade corporate bonds and mortgage and asset-backed securities.

funds invest in government securities, investment-grade corporate bonds and mortgage and asset-backed securities.

High yield fixed income funds invest in high yield fixed income securities issued by corporations, which are rated below investment grade.

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These investments provide exposure to and benefit from long-term equity investments in private companies, including leveraged buy-outs, venture capital and distressed debt strategies.

Real estate investments include funds that invest in entities which are primarily engaged in the ownership, acquisition, development, financing, sale and/or management of income-producing real estate properties, both commercial and residential.

Real estate investments include funds that invest in entities that are primarily engaged in the ownership, acquisition, development, financing, sale and/or management of income-producing real estate properties, both commercial and residential.

These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds.

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At December 31, 2022 and 2021, we had accruals of $ 1.1 billion and $ 1.4 billion in Accrued liabilities and Other liabilities.

In many matters, it is inherently

In many matters, it is inherently difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss.

Accordingly adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

GM Korea Wage Litigation GM Korea Company (GM Korea) is party to litigation with current and former salaried employees over whether to include fixed bonuses in the calculation of Ordinary Wages due under Korean regulations.

In 2017, the Seoul High Court (an intermediate-level appellate court) held that certain workers are not barred from filing retroactive wage claims.

GM Korea appealed this ruling to the Korea Supreme Court.

In June 2021, the Korea Supreme Court affirmed the adverse rulings of the Seoul High Court.

Accordingly, as of December 31, 2021, our total accrual relating to this matter was insignificant and we estimate our reasonably possible loss in excess of amounts accrued to be insignificant.

GM Korea is also party to litigation with current and former subcontract workers over allegations that they are entitled to the same wages and benefits provided to full-time employees, and to be hired as full-time employees.

Accordingly, while we believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated, it is possible that adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

GM Korea Wage Litigation GM Korea Company (GM Korea) is party to litigation with current and former subcontract workers over allegations that they are entitled to the same wages and benefits provided to full-time employees, and to be hired as full-time employees.

In May 2018 and September 2020, the Korean labor authorities issued adverse administrative orders finding that GM Korea must hire certain current subcontract workers as full-time employees.

GM Korea appealed the May 2018 and September 2020 orders.

In June 2020, the Seoul High Court ruled against GM Korea in one of the subcontract worker claims.

GM Korea has appealed this decision to the Korea Supreme Court.

In June 2020, the Seoul High Court (an intermediate-level appellate court) ruled against GM Korea in one of the subcontract worker claims.

Although GM Korea has appealed this decision to the Korea Supreme Court, GM Korea has since hired certain of its subcontract workers as full-time employees.

At December 31, 2022, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was approximately $ 282 million.

We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately $ 97 million at December 31, 2022.

We are currently unable to estimate any possible loss or range of loss that may result from additional claims that may be asserted by former subcontract workers.

GM Brazil Indirect Tax Claim In 2019, the Superior Court of Brazil rendered favorable decisions on three cases brought by GM Brazil that granted the Company the right to recover certain tax overpayments collected by the government.

As a result, GM Brazil recorded pre-tax recoveries of $ 1.4 billion in the year ended December 31, 2019.

GM Brazil is currently realizing those recoveries as there are federal tax liabilities eligible for offset.

On August 12, 2021, the Brazilian Supreme Court published its final decision on a Motion of Clarification filed by the Brazilian IRS in a related case that confirmed GM Brazil's right to recover the tax overpayments retroactively.

GM is also engaged in settlement negotiations with certain third parties who have asserted entitlement to some or all of the tax recoveries recognized by GM Brazil.

Accordingly, we recorded an accrual of $ 194 million in the three months ended December 31, 2021.

Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings, are pending against us or our related companies or joint ventures, including matters arising out of alleged product defects;

We are currently unable to estimate any reasonably possible material loss or range of loss that may result from additional claims that may be asserted by former subcontract workers.

employment-related matters;

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and environmental protection laws, including laws regulating air emissions, water discharges, waste management and environmental remediation from stationary sources.

We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives of U.S.

federal, state and foreign governments on a variety of issues.

There are several putative class actions pending against GM in federal courts in the U.S.

and in the Provincial Courts in Canada alleging that various vehicles sold, including model year 2011–2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and foreign emission standards.

We are unable to estimate any reasonably possible loss or range of loss that may result from these actions.

We are currently unable to estimate any reasonably possible material loss or range of loss that may result from these actions.

GM has also faced a series of additional lawsuits in the U.S.

based on these allegations, including a shareholder demand lawsuit that remains pending.

We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated.

It is possible that the resolution of one or more of these matters could exceed the amounts accrued in an amount that could be material to our results of operations.

We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives of U.S.

federal, state and foreign governments on a variety of issues.

There are several putative class actions and one certified class action pending against GM in federal courts in the U.S.

alleging that various 2011–2014 model year vehicles are defective because they excessively consume oil.

While many of these proceedings have been dismissed or have been settled for insignificant amounts, several remain outstanding, and in October 2022, we received an adverse jury verdict in a certified class action proceeding involving three states.

We do not believe that the verdict is supported by the evidence and have filed post-trial motions and, if necessary, will appeal.

We are currently unable to estimate any reasonably possible material loss or range of loss that may result from the putative class action proceedings and have previously accrued an immaterial amount related to the certified class action proceeding.

Beyond the class action litigations disclosed, we have several other class action litigations pending at any given time.

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Therefore, we will generally only disclose specific class actions if a class is certified and we believe there is a reasonably possible material exposure to the Company.

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax related tax exposures.

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales taxes and other non-income tax-related tax exposures.

The various non-U.S.

labor-related matters include claims from current and

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

former employees related to alleged unpaid wage, benefit, severance and other compensation matters.

labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters.

Certain administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of security.

Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2021.

We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated.

Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions or environmental compliance requirements and claims that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2022.

For indirect tax-related matters we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately $ 900 million at December 31, 2022.

Takata Matters In November 2020, the NHTSA directed that we replace the airbag inflators in our GMT900 vehicles, which are full-size pickup trucks and SUVs, and we decided not to contest NHTSA's decision.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Takata Matters In November 2020, NHTSA directed that we replace the Takata Corporation (Takata) airbag inflators in our GMT900 vehicles, which are full-size pickup trucks and SUVs, and we decided not to contest NHTSA's decision.

While we have already begun the process of executing the recall, given the number of vehicles in this population, the recall will take several years to be completed.

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GM has recalled certain vehicles sold outside of the U.S.

to replace Takata Corporation (Takata) inflators in those vehicles.

to replace Takata inflators in those vehicles.

There are significant differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S.

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There are several putative class actions that have been filed against GM, including in the federal courts in the U.S., in the Provincial Courts in Canada and in Mexico, arising out of allegations that airbag inflators manufactured by Takata are defective.

At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of possible loss.

At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of reasonably possible material loss.

Chevrolet Bolt Recall In July 2021, we initiated a voluntary recall for certain 2017–2019 model year Chevrolet Bolt EVs due to the risk that two manufacturing defects present in the same battery cell could cause a high voltage battery fire in certain of these vehicles.

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After further investigation into the manufacturing processes at our battery supplier, LG, and disassembling battery packs, we determined that the risk of battery cell defects was not confined to the initial recall population.

As a result, in August 2021, we expanded the recall to include all 2017-2022 model year Chevrolet Bolt EV and EUVs and recorded an additional warranty accrual of $ 1.2 billion in the three months ended September 30, 2021.

As a result, in August 2021, we expanded the recall to include all 2017-2022 model year Chevrolet Bolt EV and Chevrolet Bolt Electric Utility Vehicles (EUVs) and recorded an additional warranty accrual of $ 1.2 billion in the three months ended September 30, 2021.

In October 2021, we reached an agreement with LG, under which LG will reimburse GM for costs and expenses associated with the recall.

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These charges reflect our current best estimate for the cost of the recall remedy.

The actual costs of the recall and GM's associated recovery from LG could be higher or lower.

The actual costs of the recall and GM's associated recovery from LG could be materially higher or lower.

For 2017-2019 model year vehicles, the recall remedy will be to replace the high voltage battery modules in these vehicles with new modules.

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In addition, putative class actions have been filed against GM in federal courts in the U.S.

and in the Provincial Courts in Canada alleging that the batteries contained in the Bolt EVs included in the recall population are defective.

At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of possible loss.

and in the Provincial Courts in Canada alleging that the batteries contained in the Bolt EVs and EUVs included in the recall population are defective.

At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of reasonably possible material loss.

Opel/Vauxhall Sale In 2017, we sold the Opel/Vauxhall Business to PSA Group (now Stellantis) under a Master Agreement (the Agreement).

We also sold the European financing subsidiaries and branches (together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A.

We also sold the European financing subsidiaries and branches to Banque PSA Finance S.A.

and BNP Paribas Personal Finance S.A.

Although the sale reduced our new vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale.

Our wholly owned subsidiary (the Seller) agreed to indemnify Stellantis for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities, including certain emissions and product liabilities.

Currently, various consumer lawsuits have been filed against the Seller and Stellantis in Germany, the United Kingdom, and the Netherlands alleging that Opel and Vauxhall vehicles sold by the Seller violated applicable emission standards.

We are unable to estimate any reasonably possible loss or range of loss that may result from these actions either directly or through an indemnification claim from Stellantis.

The Company entered into a guarantee for the benefit of Stellantis and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify Stellantis.

The Company entered into a guarantee for the benefit of Stellantis, pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify Stellantis.

We are unable to estimate any reasonably possible material loss or range of loss that may result from these actions either directly or through an indemnification claim from Stellantis.

Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Currently, various consumer lawsuits have been filed against the Seller and Stellantis in Germany, the United Kingdom and the Netherlands alleging that Opel and Vauxhall vehicles sold by the Seller violated applicable emissions standards.

In addition, in the year ended December 31, 2022, we agreed to indemnify Stellantis for an immaterial amount for certain recalls that Stellantis has conducted or will conduct, including recalls in certain geographic locations that Stellantis intends to conduct related to Takata inflators in legacy Opel vehicles.

We may in the future be required to further indemnify Stellantis relating to its Takata recalls, but we believe such further indemnification to be remote at this time.

Product Liability We recorded liabilities of $ 561 million and $ 587 million in Accrued liabilities and Other liabilities at December 31, 2022 and 2021, for the expected cost of all known product liability claims, plus an estimate of the expected cost

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We continue to purchase from and supply to Stellantis certain vehicles, parts and engineering services for a period of time following the sale.

The following table summarizes transactions with the Opel/Vauxhall Business:

Years Ended December 31,

2021 2020 2019

Net sales and revenue $ 114 $ 144 $ 1,129

Purchases and expenses $ 121 $ 392 $ 825

Cash payments(a) $ 226 $ 630 $ 975

Cash receipts(a) $ 146 $ 252 $ 1,408

(a) Included in Net cash provided by operating activities.

Patent Royalty Matters Several owners of patents are seeking past royalties from various automotive manufacturers, including GM, for the use of certain technologies.

Accordingly, in the three months ended December 31, 2021, we accrued approximately $ 290 million relating to these matters.

As of December 31, 2021, our total accrual relating to these matters was approximately $ 300 million and we estimate our reasonably possible loss in excess of amounts accrued to be insignificant.

Product Liability We recorded liabilities of $ 587 million and $ 589 million in Accrued liabilities and Other liabilities at December 31, 2021 and 2020, for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured.

for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured.

It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information.

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We believe that the related potential costs incurred are adequately covered by our recorded accruals, which are insignificant.

The maximum future undiscounted payments mainly based on vehicles sold to date were $ 3.1 billion for these guarantees at December 31, 2021 and 2020, the majority of which relates to the indemnification agreements.

The maximum future undiscounted payments mainly based on royalties received associated with vehicles sold to date were $ 3.1 billion for these guarantees at December 31, 2022 and 2021, the majority of which relates to the indemnification agreements.

We provide payment guarantees on commercial loans outstanding with third parties such as dealers.

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Our redemption liability and deferred revenue are recorded in Accrued liabilities and Other liabilities.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Years Ended December 31,

2022 2021 2020

income $ 9,513 $ 6,881 $ 3,826

income 1,902 540 2,342

Income before income taxes and equity income $ 11,415 $ 7,421 $ 6,168

income (loss) $ 9,454 $ 9,513 $ 6,881

income (loss) 1,306 1,902 540

Income (loss) before income taxes and equity income (loss) $ 10,760 $ 11,415 $ 7,421

Years Ended December 31,

2022 2021 2020

Current income tax expense

Current income tax expense (benefit)

federal $ 389 $ 20 $ 84

state and local 368 142 272

Total current income tax expense 557 849 902

Total current income tax expense (benefit) 1,464 557 849

Deferred income tax expense (benefit)

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Total deferred income tax expense (benefit) 425 2,214 925

Total income tax expense $ 2,771 $ 1,774 $ 769

Total income tax expense (benefit) $ 1,888 $ 2,771 $ 1,774

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Provisions are made for estimated U.S.

income taxes which may be incurred on the reversal of our basis differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested.

Taxes have not been provided on basis differences in investments primarily as a result of earnings in foreign subsidiaries which are deemed indefinitely reinvested of $ 3.2 billion at December 31, 2021 and 2020.

Taxes have not been provided on basis differences in investments primarily as a result of earnings in foreign subsidiaries which are deemed indefinitely reinvested of $ 3.5 billion and $ 3.2 billion at December 31, 2022 and 2021.

We have indefinitely reinvested basis differences related to investments in non-consolidated China JVs of $ 3.4 billion at December 31, 2022 and 2021 as a result of fresh-start reporting.

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federal statutory income tax rate $ 2,260 $ 2,397 $ 1,558

State and local tax expense 301 219 117

State and local tax expense (benefit) 388 301 219

income taxed at other than the U.S.

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Other adjustments 102 84 191

Total income tax expense $ 2,771 $ 1,774 $ 769

Total income tax expense (benefit) $ 1,888 $ 2,771 $ 1,774

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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(a) At December 31, 2022, U.S.

operating loss and tax credit carryforwards of $ 6.5 billion expire by 2041 if not utilized and the remaining balance of $ 450 million may be carried forward indefinitely.

operating loss deferred tax assets were $ 417 million, where $ 129 million can be carried forward indefinitely and $ 288 million will expire by 2040, if not utilized.

At December 31, 2022, U.S.

tax credit carryforwards were $ 5.4 billion, where $ 292 million can be carried forward indefinitely and $ 5.2 billion will expire by 2042, if not utilized.

(b) At December 31, 2022, Non-U.S.

operating loss and tax credit carryforwards of $ 1.2 billion expire by 2041 if not utilized and the remaining balance of $ 5.4 billion may be carried forward indefinitely.

Valuation Allowances During the years ended December 31, 2021 and 2020, valuation allowances against deferred tax assets of $ 8.9 billion and $ 9.1 billion were comprised of cumulative losses, credits and other timing differences, primarily in Germany, Spain, South Korea and the U.S.

operating loss deferred tax assets were $ 6.1 billion, where $ 5.1 billion can be carried forward indefinitely and $ 1.1 billion will expire by 2042, if not utilized.

At December 31, 2022, Non-U.S.

tax credit carryforwards were $ 148 million, where $ 112 million can be carried forward indefinitely and $ 36 million will expire by 2042, if not utilized.

Valuation Allowances During the years ended December 31, 2022 and 2021, valuation allowances against deferred tax assets of $ 7.7 billion and $ 8.9 billion were comprised of cumulative losses, credits and other timing differences, primarily in Germany, Spain, South Korea, the U.S.

In the year ended December 31, 2022, GM entered into a Share Purchase Agreement with SoftBank, pursuant to which GM acquired SoftBank’s equity ownership stake in Cruise Holdings and, separately, made an additional $ 1.35 billion investment in Cruise in place of SoftBank.

As of March 31, 2022, GM’s ownership in Cruise increased above the 80% threshold which allowed for inclusion of Cruise in our U.S.

Federal consolidated income tax return and the release of a valuation allowance of $ 482 million against certain Cruise deferred tax assets.

Refer to Note 20 to our consolidated financial statements for additional information regarding the Share Purchase Agreement with SoftBank.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Uncertain Tax Positions The following table summarizes activity of the total amounts of unrecognized tax benefits:

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In the years ended December 31, 2022, 2021 and 2020, income tax related interest and penalties were insignificant.

At December 31, 2021 and 2020 we had liabilities of $ 86 million and $ 92 million for income tax related interest and penalties.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At December 31, 2022 and 2021, we had liabilities of $ 86 million for income tax related interest and penalties.

At December 31, 2022, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next twelve months.

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Balance at end of period $ 520 $ 285 $ 352

In the year ended December 31, 2020, restructuring and other initiatives primarily included actions in GMI related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand, the sale of our vehicle and powertrain manufacturing facilities in Thailand and the execution of a binding term sheet to sell our manufacturing facility in India.

In the year ended December 31, 2022, restructuring and other initiatives primarily included strategic activities in GMNA related to Buick dealerships.

We recorded charges of $ 511 million, which are included in the table above, and incurred $ 120 million in net cash outflows resulting from these dealer restructurings.

The remaining $ 391 million is expected to be paid in 2023.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In the year ended December 31, 2020, restructuring and other initiatives primarily included actions in GMI related to the wind-down of GM Holden, Ltd.

(Holden) sales, design and engineering operations in Australia and New Zealand, the sale of our vehicle and powertrain manufacturing facilities in Thailand and the execution of a binding term sheet to sell our manufacturing facility in India.

We recorded charges of $ 683 million in the year ended December 31, 2020, primarily consisting of $ 360 million in dealer restructurings, employee separations and supplier claim charges, which are reflected in the table above, and $ 323 million in property and intangible asset impairments, inventory provisions, sales allowances and other charges, not reflected in the table above.

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Holden and Thailand programs were substantially complete at December 31, 2020.

In the year ended December 31, 2019, restructuring and other initiatives primarily included actions related to our announced transformation activities, which include unallocation of products to certain manufacturing facilities and other employee separation programs.

We recorded charges of $ 1.8 billion, primarily in GMNA, in the year ended December 31, 2019 consisting of $ 1.3 billion primarily in non-cash accelerated depreciation and pension curtailment and other charges, not reflected in the table above, and $ 535 million primarily in supplier-related charges and employee-related separation charges, which are reflected in the table above.

These programs have a total cost since inception of $ 3.1 billion and were complete at December 31, 2019.

We incurred $ 333 million and $ 1.1 billion in cash outflows resulting from these restructuring actions, primarily for employee separation payments and supplier-related payments in the years ended December 31, 2020 and 2019.

The cash outflows were substantially complete at December 31, 2020.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Interest Income and Other Non-Operating Income

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2022 2021 2020

Non-service pension and OPEB income $ 1,909 $ 1,095 $ 797

Non-service pension and OPEB income (loss) $ 1,512 $ 1,909 $ 1,095

Interest income 460 146 241

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Total interest income and other non-operating income, net $ 1,432 $ 3,041 $ 1,885

In the year ended December 31, 2022, we shut down our Russia business and recorded a $ 657 million charge, included in Other in the table above, to write off our net investment and release accumulated translation losses into earnings.

Stockholders’ Equity and Noncontrolling Interests

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Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors.

Our dividends declared per common share were $ 0.18 and $ 0.38 and our total dividends paid on common stock were $ 257 million and $ 545 million for the years ended December 31, 2022 and 2020.

Dividends were not declared or paid on our common stock for the year ended December 31, 2021.

Our dividends declared per common share were $ 0.38 and $ 1.52 and our total dividends paid on common stock were $ 545 million and $ 2.2 billion for the years ended December 31, 2020 and 2019.

Holders of common stock are entitled to one vote per share on all matters submitted to our stockholders for a vote.

The liquidation rights of holders of our common stock are secondary to the payment or provision for payment of all our debts and liabilities and to holders of our preferred stock, if any such shares are then outstanding.

We did no t purchase any shares of our outstanding common stock in the years ended December 31, 2021 and 2019.

We purchased three million shares of our outstanding common stock for $ 90 million in the year ended December 31, 2020.

Shares repurchased were part of the common stock repurchase program announced in March 2015, which our Board of Directors increased and extended in January 2016 and January 2017.

Cruise Preferred Shares In 2021, Cruise Holdings issued $ 2.7 billion of Cruise Class G Preferred Shares to Microsoft, Walmart and other investors, including $ 1.0 billion to General Motors Holdings LLC.

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.

In the year ended December 31, 2022, we purchased approximately 64 million shares of our outstanding common stock for $ 2.5 billion as part of the program.

We did no t purchase any shares of our outstanding common stock in the year ended December 31, 2021.

We purchased approximately three million shares of our outstanding common stock for $ 90 million in the year ended December 31, 2020.

Cruise Preferred Shares In 2021, Cruise Holdings issued $ 2.7 billion of Class G Preferred Shares (Cruise Class G Preferred Shares) to Microsoft Corporation (Microsoft), Walmart Inc.

(Walmart) and other investors, including $ 1.0 billion to 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, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared.

Each Cruise Class G Preferred Share is entitled to one vote per Cruise Class G Preferred Share on all matters submitted for vote by or consent of the Cruise Holdings members.

The holders of Cruise Class G Preferred Shares are restricted from transferring the Cruise Class G Preferred Shares for four years , without the written consent of both us and Cruise Holdings' Board of Directors.

The Cruise Class G Preferred Shares convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios.

No covenants or other events of default exist that can trigger redemption of the Cruise Class G Preferred Shares.

The Cruise Class G Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling interests in our consolidated financial statements.

Consistent with the Cruise Class G Preferred Shares, the Class A-1 Preferred Shares issued to SoftBank in 2018 (Cruise Class A-1 Preferred Shares) and Cruise Class F Preferred Shares convert into the class of shares to be issued to the public in an IPO at specified exchange ratios.

Beginning on June 28, 2025, SoftBank has the option to convert all of the Cruise Class A-1 Preferred Shares into our common stock at a conversion ratio that is indexed to the fair value of Cruise Holdings at the time of conversion.

In the event SoftBank exercises such option, we have the option to settle the conversion feature with our common shares or cash, and in certain situations with nonredeemable, nonconvertible preferred shares.

The Cruise Class A-1 Preferred Shares and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In 2019, Cruise Holdings issued $ 1.2 billion of Cruise Class F Preferred Shares, including $ 687 million to General Motors Holdings LLC.

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

The Cruise Class F Preferred Shares participate pari passu with holders of Cruise Holdings common stock in any dividends declared.

The Cruise Class F Preferred Shares have the right to vote on the election of one director, who is elected by the vote of a majority of the Cruise Holdings common stock and the Cruise Class F Preferred Shares.

Prior to an IPO, the holders of Cruise Class F Preferred Shares are restricted from transferring the Cruise Class F Preferred Shares until May 7, 2023.

The Cruise Class F Preferred Shares convert into common stock of Cruise Holdings, at specified exchange ratios, upon occurrence of an IPO.

The Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings.

The Cruise Class F Preferred Shares are classified as noncontrolling interests in our consolidated financial statements.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared.

The Cruise Class G and Cruise Class F Preferred Shares convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios.

No covenants or other events of default exist that can trigger redemption of the Cruise Class G and Cruise Class F Preferred Shares.

The Cruise Class G and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling interests in our consolidated financial statements.

In March 2022, under the Share Purchase Agreement, we acquired SoftBank’s Cruise Class A-1, Class F and Class G Preferred Shares for $ 2.1 billion and made an additional $ 1.35 billion investment in Cruise in place of SoftBank.

SoftBank no longer has an ownership interest in or has any rights with respect to Cruise.

Cruise Common Shares During the year ended December 31, 2022, Cruise Holdings issued approximately $ 0.8 billion of Class B Common Shares to net settle vested awards under Cruise's 2018 Employee Incentive Plan and issued approximately $ 0.5 billion of 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 purchase tendered Cruise Class B Common Shares during the year ended December 31, 2022.

The Class B Common Shares are classified as noncontrolling interests in our consolidated financial statements except for certain shares that are liability classified that have a recorded value of approximately $ 60 million at December 31, 2022.

Refer to Note 22 for additional information on Cruise stock incentive awards.

During the year ended December 31, 2022, the effect on the equity attributable to us for changes in our ownership interest in Cruise was insignificant.

For the year ended December 31, 2022, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries was $ 9.2 billion, which included a $ 0.7 billion decrease in equity attributable to us, mainly due to the redemption of Cruise preferred shares.

GM Financial Preferred Stock In 2020, GM Financial issued $ 500 million of Fixed-R ate Reset Cumulative Perpetual Preferred Stock, Series C, $ 0.01 par value, with a liquidation preference of $ 1,000 per share.

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Basic earnings per share

Net income attributable to stockholders $ 10,019 $ 6,427 $ 6,732

cumulative dividends on subsidiary preferred stock ( 182 ) ( 180 ) ( 151 )

Net income attributable to common stockholders $ 9,837 $ 6,247 $ 6,581

Net income (loss) attributable to stockholders $ 9,934 $ 10,019 $ 6,427

cumulative dividends on subsidiary preferred stock(a) ( 1,019 ) ( 182 ) ( 180 )

Net income (loss) attributable to common stockholders $ 8,915 $ 9,837 $ 6,247

Weighted-average common shares outstanding 1,445 1,451 1,433

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Diluted earnings per share

Net income attributable to common stockholders – diluted $ 9,837 $ 6,247 $ 6,581

Net income (loss) attributable to common stockholders – diluted $ 8,915 $ 9,837 $ 6,247

Weighted-average common shares outstanding – basic 1,445 1,451 1,433

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Diluted earnings per common share $ 6.13 $ 6.70 $ 4.33

Potentially dilutive securities(a) 2 7 7

(a) Potentially dilutive securities attributable to outstanding stock options at December 31, 2021, 2020 and 2019 and RSUs at December 31, 2020, were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.

Potentially dilutive securities(b) 10 2 7

(a) Includes a $ 909 million deemed dividend related to the redemption of Cruise preferred shares from SoftBank and an insignificant amount in participating securities income from a subsidiary for the year ended December 31, 2022.

(b) Potentially dilutive securities attributable to outstanding stock options at December 31, 2022, 2021 and 2020 and RSUs at December 31, 2022 and 2020, were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.

Stock Incentive Plans

GM Stock Incentive Awards We grant to certain employees RSUs, RSAs, PSUs and stock options (collectively, stock incentive awards) under our 2016 Equity Incentive Plan and 2020 LTIP and prior to the 2020 LTIP, under our 2017 and 2014 LTIP.

GM Stock Incentive Awards We grant to certain employees RSUs, Restricted Stock Awards (RSAs), PSUs and stock options (collectively, stock incentive awards) under our 2016 Equity Incentive Plan and 2020 LTIP and prior to the 2020 LTIP, under our 2017 and 2014 LTIP.

The 2020 LTIP was approved by stockholders in June 2020.

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Our performance-based stock options vest ratably over 55 months based on the performance of our common stock relative to that of a specified peer group.

Our service-based stock options vest ratably over 19 months to three years .

Our service-based stock options vest ratably over three years .

In connection with our acquisition of Cruise Automation, Inc.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(in millions) Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term in Years

Shares (in millions) Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term in Years

Units outstanding at January 1, 2022 30.2 $ 26.14 0.8

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The total fair value of stock incentive awards vested was $ 307 million, $ 258 million and $ 275 million in the years ended December 31, 2022, 2021 and 2020.

Cruise Stock Incentive Awards In addition to the awards noted above, RSUs were granted to Cruise employees in common shares of Cruise Holdings in the years ended December 31, 2021, 2020 and 2019.

During the year ending December 31, 2021, we granted 29.4 million RSUs with a weighted average grant date fair value of $ 25.15 to Cruise employees.

Cruise Stock Incentive Awards Cruise granted RSUs that will settle in common shares of Cruise Holdings in the years ended December 31, 2022, 2021 and 2020.

Stock options were granted in common shares of Cruise Holdings in the years ended December 31, 2022 and 2021.

During the year ending December 31, 2021, we granted 3.3 million stock options with a weighted average grant date fair value of $ 13.54 to Cruise employees.

These awards were granted under the 2018 Employee Incentive Plan approved by Cruise Holdings' Board of Directors in August 2018.

In March 2022, Cruise modified its RSUs that settle in Cruise Class B Common Shares to remove the liquidity vesting condition such that all granted RSU awards vest solely upon satisfaction of a service condition.

The service condition for the majority of these awards is satisfied over four years .

Upon modification, 31 million RSUs whose service condition was previously met became immediately vested, thereby resulting in the immediate recognition of compensation expense.

In addition, at Cruise's election, GM intends to conduct quarterly tender offers whereby holders of Cruise Class B Common Shares issued to settle vested awards can tender their shares generally at the fair value of Cruise’s common stock.

The planned tenders result in certain awards to be classified as liabilities and other awards to be presented in temporary equity, which triggers the immediate recognition of incremental compensation expense associated with the stock options.

These awards were granted under Cruise's 2018 Employee Incentive Plan approved by Cruise Holdings' Board of Directors in August 2018.

Shares awarded under the plan are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan.

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Stock options expire 10 years from the grant date.

RSU awards granted vest upon the satisfaction of both a service condition and a liquidity condition.

The service condition for the majority of these awards is satisfied over four years .

The liquidity condition is satisfied upon the earlier of the date of a change in control transaction or the consummation of an initial public offering.

Total compensation expense related to Cruise Holdings’ share-based awards was insignificant for the years ended December 31, 2021, 2020 and 2019.

Cash paid to settle share-based awards was insignificant for the year ended December 31, 2021.

No share-based compensation expense had been recognized for the outstanding RSUs because the liquidity condition described above was not met at December 31, 2021, 2020 and 2019.

Total unrecognized compensation expense for Cruise Holdings’ nonvested equity awards granted was $ 1.3 billion at December 31, 2021, which was primarily comprised of 66.2 million units of RSUs for which the liquidity condition had not been met.

Cruise Restricted Stock Units Cruise Stock Options

Shares (in millions) Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term in Years Shares (in millions) Weighted-Average Fair Value Weighted-Average Remaining Contractual Term in Years

Units outstanding at January 1, 2022 66.2 $ 18.82 8.1 23.8 $ 7.07 2.0

Granted 47.4 $ 28.09 2.9 $ 15.77

Settled or exercised ( 45.2 ) $ 29.00 ( 2.3 ) $ 20.64

Forfeited or expired ( 7.2 ) $ 26.86 — $ —

Units outstanding at December 31, 2022(a) 61.2 $ 28.62 1.5 24.4 $ 8.22 1.7

(a) Weighted average fair values include the impact of the remeasurement triggered by the modification.

Post modification, certain awards are liability-awards resulting in ongoing remeasurement based on changes to the awards' fair value.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Our weighted-average assumptions used to value Cruise stock options are a dividend yield of 0.00 % and 0.00 %, expected volatility of 57.18 % and 57.03 %, a risk-free interest rate of 2.37 % and 1.31 %, and an expected option life of 6.61 and 5.49 years for options issued during the years ended December 31, 2022 and 2021.

There were no options issued during the year ended December 31, 2020.

The expected volatility is based on the historical volatility of comparable public company data as Cruise Holdings is not publicly traded and therefore, does not have any trading history of its common stock.

Total compensation expense related to Cruise Holdings' share-based awards was $ 1.6 billion for the year ended December 31, 2022, which, when excluding the compensation expense for the period April 1, 2022 through December 31, 2022, primarily represents the impact of the modification to outstanding awards, and an insignificant amount for the years ended December 31, 2021 and 2020.

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

No cash was paid to settle share-based awards for the three months ended March 31, 2022.

Total unrecognized compensation expense for Cruise Holdings’ nonvested equity awards granted was $ 1.7 billion at December 31, 2022.

Total units outstanding were 86 million at December 31, 2022.

The expense related to stock options is expected to be recorded over a weighted-average period of 5.4 years.

The timing of the expense related to RSUs will depend upon the date of the satisfaction of the liquidity condition.

The expense related to RSUs and stock options is expected to be recorded over a weighted-average period of 1.7 years.

Segment Reporting

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Each segment has a manager responsible for executing our strategic initiatives.

While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

contribute towards meeting required fuel efficiency standards.

As a result of these and other factors, we do not manage our business on an individual brand or vehicle basis.

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Our automotive interest income and interest expense, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures and certain nonsegment-specific revenues and expenses are recorded centrally in Corporate.

Corporate assets primarily consist of cash and cash equivalents, marketable debt securities, Stellantis warrants and intersegment balances.

Corporate assets primarily consist of cash and cash equivalents, marketable debt securities and intersegment balances.

All intersegment balances and transactions have been eliminated in consolidation.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables summarize key financial information by segment:

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Automotive interest expense ( 987 )

Net (loss) attributable to noncontrolling interests ( 74 )

Income before income taxes 12,716

Income tax expense ( 2,771 )

Net income 9,945

Net loss attributable to noncontrolling interests 74

Net income attributable to stockholders $ 10,019

Net income (loss) attributable to noncontrolling interests ( 226 )

Income (loss) before income taxes 11,597

Income tax benefit (expense) ( 1,888 )

Net income (loss) 9,708

Net loss (income) attributable to noncontrolling interests 226

Net income (loss) attributable to stockholders $ 9,934

Equity in net assets of nonconsolidated affiliates

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Impairment charges $ 11 $ 1 $ — $ — $ 12 $ — $ — $ — $ 12

Equity income $ 8 $ 1,092 $ — $ — $ 1,100 $ — $ 201 $ — $ 1,301

(a) Consists of potential royalties accrued with respect to past-year sales and charges related to Cadillac dealer strategy in GMNA;

and a potential settlement with certain third parties relating to retrospective recoveries of indirect taxes and an adjustment related to the unique events associated with recent Korea Supreme Court decisions related to our salaried workers in GMI.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Equity income (loss) $ ( 9 ) $ 672 $ — $ — $ 663 $ — $ 173 $ — $ 837

(a) Consists of charges for strategic activities related to Buick dealerships and the resolution of substantially all royalty matters accrued with respect to past-year vehicle sales in GMNA;

charges related to the shutdown of our Russia business in GMI;

and charges related to the one-time modification of Cruise stock incentive awards.

At and For the Year Ended December 31, 2021

6 unchanged sentences

Automotive interest expense ( 950 )

Net (loss) attributable to noncontrolling interests ( 106 )

Income before income taxes 8,095

Income tax expense ( 1,774 )

Net income 6,321

Net loss attributable to noncontrolling interests 106

Net income attributable to stockholders $ 6,427

Net income (loss) attributable to noncontrolling interests ( 74 )

Income (loss) before income taxes 12,716

Income tax benefit (expense) ( 2,771 )

Net income (loss) 9,945

Net loss (income) attributable to noncontrolling interests 74

Net income (loss) attributable to stockholders $ 10,019

Equity in net assets of nonconsolidated affiliates

5 unchanged sentences

Impairment charges $ — $ — $ — $ — $ — $ 4 $ — $ — $ 4

Equity income $ 17 $ 510 $ — $ — $ 527 $ — $ 147 $ — $ 674

(a) Consists of restructuring charges related to Cadillac dealer strategy in GMNA;

restructuring and other charges primarily in Australia, New Zealand, Thailand and India in GMI;

and ignition switch-related legal matters in Corporate.

Equity income (loss) $ 8 $ 1,092 $ — $ — $ 1,100 $ — $ 201 $ — $ 1,301

(a) Consists of royalties accrued with respect to past-year vehicle sales and charges for strategic activities related to Cadillac dealerships in GMNA;

and a settlement with certain third parties relating to retrospective recoveries of indirect taxes and an adjustment related to the unique events associated with Korea Supreme Court decisions related to our salaried workers in GMI.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At and For the Year Ended December 31, 2020

6 unchanged sentences

Automotive interest expense ( 1,098 )

Net (loss) attributable to noncontrolling interests

Income before income taxes 7,436

Income tax expense ( 769 )

Net income 6,667

Net loss attributable to noncontrolling interests 65

Net income attributable to stockholders $ 6,732

Net income (loss) attributable to noncontrolling interests

Income (loss) before income taxes 8,095

Income tax benefit (expense) ( 1,774 )

Net income (loss) 6,321

Net loss (income) attributable to noncontrolling interests 106

Net income (loss) attributable to stockholders $ 6,427

Equity in net assets of nonconsolidated affiliates

6 unchanged sentences

Equity income (loss) $ 17 $ 510 $ — $ — $ 527 $ — $ 147 $ — $ 674

(a) Consists of restructuring and other charges related to transformation activities of $ 1.6 billion in GMNA and $ 115 million in GMI;

a benefit related to the retrospective recoveries of indirect taxes in GMI;

partially offset by losses related to the FAW-GM divestiture in GMI.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(a) Consists of charges for strategic activities related to Cadillac dealerships in GMNA;

restructuring and other charges primarily in Australia, New Zealand, Thailand and India in GMI;

and ignition switch-related legal matters in Corporate.

Automotive revenue is attributed to geographic areas based on the country of sale.

10 unchanged sentences

No individual country other than the U.S.

represented more than 10% of our total net sales and revenue or long-lived assets, other than Mexico, whose long-lived assets are approximately 10% of our total long-lived assets.

represented more than 10% of our total net sales and revenue or long-lived assets, other than Mexico, whose long-lived assets were approximately 11 % and 10 % of our total long-lived assets at December 31, 2022 and 2021.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Supplemental Information for the Consolidated Statements of Cash Flows

20 unchanged sentences

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 8. Financial Statements and Supplementary Data