What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-01-30 compared with 2023-01-31 · 269 added, 265 removed, 1426 unchanged (27% of the section changed)

50 unchanged sentences

Accounts and notes receivable, net of allowance of $ 298 and $ 260

12,378 13,333

GM Financial receivables, net of allowance of $ 906 and $ 869 (Note 5;

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Available-for-sale marketable securities, liquidations 9,345 8,057 9,347

Purchases of finance receivables, net ( 33,974 ) ( 33,009 ) ( 30,090 )

Purchases of finance receivables ( 35,379 ) ( 33,974 ) ( 33,009 )

Principal collections and recoveries on finance receivables 28,346 26,887 24,622

Purchases of leased vehicles, net ( 11,949 ) ( 14,602 ) ( 15,233 )

Purchases of leased vehicles ( 13,640 ) ( 11,949 ) ( 14,602 )

Proceeds from termination of leased vehicles 13,033 14,234 14,393

5 unchanged sentences

Payments on debt (original maturities greater than three months) ( 44,675 ) ( 39,606 ) ( 47,806 )

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

Payments to purchase common stock (Note 20) ( 11,115 ) ( 2,500 ) —

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

18 unchanged sentences

Balance at January 1, 2021 $ 14 $ 26,542 $ 31,962 $ ( 13,488 ) $ 4,647 $ 49,677 $ —

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

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

1 unchanged sentence

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

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

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

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

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

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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 ) —

3 unchanged sentences

Other comprehensive income (loss) — — — ( 2,346 ) ( 9 ) ( 2,355 ) —

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

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

Purchase of common stock (Note 20) ( 2 ) ( 7,686 ) ( 3,426 ) — — ( 11,115 ) —

Stock based compensation — 259 ( 6 ) — — 253 24

15 unchanged sentences

Cruise is our global segment responsible for the development and commercialization of AV technology.

Nonsegment operations are classified as Corporate.

Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures and certain nonsegment-specific revenues and expenses.

Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures and certain revenues and expenses that are not part of a reportable segment.

The consolidated financial statements are prepared in conformity with U.S.

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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.

We recognize revenue for bundled services and services sold separately as services are performed, typically over a period of up to seven years .

We recognize revenue for bundled services and services sold separately as services are performed, typically over a period of up to eight years .

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

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The economic forecasts incorporate factors which vary by region that GM Financial believes will have the largest impact on expected losses, including unemployment rates, interest rate spreads, disposable personal income and growth rates in gross domestic product.

Troubled debt restructurings (TDRs) are grouped separately for purposes of measuring the allowance.

The allowance for TDRs uses static pool modeling techniques like non-TDR retail finance receivables to determine the expected loss amount.

The expected cash flows of the receivables are then discounted at the original weighted average effective interest rate of the pool.

Factors considered when estimating the allowance for TDRs are based on an evaluation of historical and current information, which may be supplemented by management judgment.

Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans.

Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs.

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

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

Cost is determined on a first-in, first-out (FIFO) basis.

Net realizable value is the estimated selling price in the ordinary course of business less cost to sell, and considers general market and economic conditions, periodic reviews of current profitability of vehicles, product warranty costs and the effect of estimated sales incentives.

Net realizable value for off-lease and other vehicles is current auction sales proceeds less disposal and warranty costs.

Productive material, supplies, work in process and service parts are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete.

Inventories are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete, with a primary focus on productive material, supplies, work in process and parts and accessories.

Equipment on Operating Leases Equipment on operating leases, net primarily consists of vehicle leases to retail customers with lease terms of two to five years .

We are exposed to changes in the residual values of these assets.

The residual values represent estimates of the values of the leased vehicles at the end of the lease agreements and are determined based on

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

forecasted auction proceeds when there is a reliable basis to make such a determination.

The residual values represent estimates of the values of the leased vehicles at the end of the lease agreements and are determined based on forecasted auction proceeds when there is a reliable basis to make such a determination.

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

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A lease vehicle asset group is determined to be impaired if an impairment indicator exists and the expected future cash flows, which include estimated residual values, are lower than the carrying amount of the vehicle asset group.

If the carrying amount is considered impaired an impairment charge is recorded for the amount by which the carrying amount exceeds fair value of the vehicle asset group.

If the carrying amount is considered impaired, an impairment charge is recorded for the amount by which the carrying amount exceeds fair value of the vehicle asset

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fair value is determined primarily using the anticipated cash flows, including estimated residual values.

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Property, net Property, plant and equipment, including internal use software, is recorded at cost.

Major improvements that extend the useful life or add functionality are capitalized.

The gross amount of assets under finance leases is included in property, plant and equipment.

Major improvements that extend the useful life or add functionality are capitalized.

Expenditures for repairs and maintenance are charged to expense as incurred.

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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 are also entitled to certain advanced manufacturing production credits under the IRA.

The benefit from both refundable and nonrefundable advanced manufacturing production credits are not accounted for or classified as an income tax credit.

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.

Benefits are generally recorded when there is reasonable assurance of receipt or, as it relates to advance manufacturing production credits, upon the generation of the credit.

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 or, as it relates to advance manufacturing production credits, upon generation of the credit.

At December 31, 2023, cash incentives in Cash and cash equivalents was $ 717 million, cash incentives receivable in Accounts and notes receivable, net of allowance was $ 190 million, cash incentives credited to Property, net was $ 480 million, cash incentives receivable in Other assets was $ 269 million and deferred incentive income in Other liabilities was $ 341 million.

In the year ended December 31, 2023, we recognized $ 251 million in Automotive and other cost of sales associated with incentives.

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Common and preferred stock classified in Level 3 are privately issued securities or other issues that are valued via the use of valuation models using significant unobservable inputs that generally consider aged (stale) pricing, earnings multiples, discounted cash flows and/or other qualitative and quantitative factors.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

as dealer supplied prices, are classified in Level 2.

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 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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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 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 the Black-Scholes formula or a lattice model, 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.

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We record Global Intangible Low Tax Income (GILTI) as a current period expense when incurred.

Income tax effects are released from Accumulated other comprehensive loss using the specific-identification method.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We establish valuation allowances for deferred tax assets based on a more likely than not standard.

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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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 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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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 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.

Foreign currency transactions and remeasurements in the years ended December 31, 2023, 2022 and 2021 were losses of $ 349 million, losses of $ 172 million and insignificant gains.

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

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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.

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

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 risks being hedged are foreign currency and commodity price risks 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.

Certain receive-fixed, pay-float interest rate swap agreements have been designated and qualify as fair value hedges of our fixed-rate debt.

The risk being hedged is the risk of changes in the fair value of the hedged debt attributable to changes in the benchmark interest rate.

The changes in both the fair value of the hedged debt and the hedging instrument are recorded in Automotive interest expense.

When a fair value hedge is de-designated, or when the derivative is terminated prior to maturity, the fair value adjustment to the hedged debt continues to be reported as part of the carrying value of the debt and is recognized in Automotive interest expense over its remaining life.

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 an accounting hedge is recorded in GM Financial interest, operating and other expenses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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Changes in the fair value of amounts excluded from the assessment of effectiveness are recorded currently in earnings and are presented in the same income statement line as the earnings effect of the hedged item.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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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Net sales and revenue $ 101,308 $ 12,172 $ 104 $ 113,584 $ 106 $ 13,419 $ ( 105 ) $ 127,004

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

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

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.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

Adjustments to sales incentives for previously recognized sales were insignificant during the years ended December 31, 2023, 2022 and 2021.

Contract liabilities in our Automotive segments primarily consist of vehicle connectivity, customer rewards programs, maintenance, extended warranty and other contracts of $ 5.0 billion and $ 3.3 billion at December 31, 2023 and 2022, which are included in Accrued liabilities and Other liabilities.

We recognized revenue of $ 1.4 billion and $ 1.3 billion related to contract liabilities during the years ended December 31, 2023 and 2022.

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.

We expect to recognize revenue of $ 1.8 billion, $ 1.4 billion and $ 1.9 billion in the years ending December 31, 2024, 2025 and thereafter related to contract liabilities at December 31, 2023.

Marketable and Other Securities

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Money market funds 1 7,491 4,613

Total cash and cash equivalents(a) $ 19,153 $ 20,067

Total cash and cash equivalents $ 18,853 $ 19,153

Marketable debt securities

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Sovereign debt 2 255 2,108

Total available-for-sale debt securities – marketable securities(b) $ 12,150 $ 8,609

Total available-for-sale debt securities – marketable securities $ 7,613 $ 12,150

Restricted cash

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Total restricted cash $ 3,064 $ 2,796

Available-for-sale debt securities included above with contractual maturities(c)

Available-for-sale debt securities included above with contractual maturities(a)

Due in one year or less $ 3,725

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Total available-for-sale debt securities with contractual maturities $ 9,225

(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 $ 1.8 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.

(a) Excludes mortgage and asset-backed securities of $ 589 million at December 31, 2023 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 $ 2.1 billion, $ 1.8 billion and $ 1.9 billion in the years ended December 31, 2023, 2022 and 2021.

Available-for-sale debt securities had net unrealized gains of $ 196 million in the year ended December 31, 2023 and net unrealized losses of $ 319 million and an insignificant amount in years ended December 31, 2022 and 2021.

Cumulative unrealized losses on available-for-sale debt securities were $ 160 million and $ 344 million at December 31, 2023 and 2022.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Fair value of GM Financial receivables utilizing Level 3 inputs $ 70,911 $ 62,150

(a) Net of dealer cash management balances of $ 1.9 billion and $ 1.0 billion at December 31, 2022 and 2021.

(a) Commercial finance receivables include dealer financing of $ 13.3 billion and $ 10.6 billion, and other financing of $ 476 million and $ 362 million at December 31, 2023 and 2022.

Commercial finance receivables are presented net of dealer cash management balances of $ 2.6 billion and $ 1.9 billion at December 31, 2023 and 2022.

Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.

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

Impact of adoption ASU 2016-13

Provision for loan losses 826 654 248

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Allowance for loan losses at end of period $ 2,344 $ 2,096 $ 1,886

The allowance for loan losses as a percentage of finance receivables was 2.7 % at December 31, 2023 and 2022.

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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Retail finance receivables, net of fees $ 29,090 $ 18,745 $ 11,081 $ 3,992 $ 1,824 $ 589 $ 65,322 100.0 %

The outstanding amortized cost of retail finance receivables that are considered TDRs was $ 2.1 billion and $ 1.9 billion, including $ 241 million and $ 219 million in nonaccrual loans at December 31, 2022 and 2021.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Commercial Finance Receivables GM Financial's commercial finance receivables consist of dealer financings, primarily for dealer inventory purchases.

Proprietary models are used to assign a risk rating to each dealer.

Commercial Finance Receivables GM Financial's commercial finance receivables consist of dealer financing, primarily for dealer inventory purchases, and other financing, which includes loans to commercial vehicle upfitters.

For dealer financing, proprietary models are used to assign a risk rating to each dealer.

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, 2022 and 2021.

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

The credit risk associated with other financing is limited due to the structure of the business relationships.

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

Rating Description

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Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets.

The following tables summarize the credit risk profile by dealer risk rating of commercial finance receivables at December 31, 2022 and 2021:

The following tables summarize the dealer credit risk profile by dealer risk rating at December 31, 2023 and 2022:

Year of Origination(a) December 31, 2023

Revolving 2022 2021 2020 2019 2018 Prior Total Percent

Dealer Risk Rating Revolving 2023 2022 2021 2020 2019 Prior Total Percent

I $ 11,513 $ 279 $ 403 $ 297 $ 301 $ 75 $ 11 $ 12,879 97.1 %

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IV — — — — — — — — — %

Commercial finance receivables, net of fees $ 9,660 $ 453 $ 357 $ 360 $ 102 $ 38 $ 18 $ 10,988 100.0 %

Balance at end of period $ 11,846 $ 281 $ 421 $ 311 $ 301 $ 86 $ 11 $ 13,257 100.0 %

(a) Floorplan advances comprise 99.7 % of the total revolving balance.

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Year of Origination(a) December 31, 2022

Revolving 2021 2020 2019 2018 2017 Prior Total Percent

Dealer Risk Rating Revolving 2022 2021 2020 2019 2018 Prior Total Percent

I $ 9,130 $ 438 $ 356 $ 360 $ 91 $ 38 $ 18 $ 10,431 98.2 %

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IV — — — — — — — — — %

Commercial finance receivables, net of fees $ 5,498 $ 431 $ 427 $ 134 $ 50 $ 55 $ 14 $ 6,609 100.0 %

Balance at end of period $ 9,297 $ 453 $ 357 $ 360 $ 102 $ 38 $ 18 $ 10,625 100.0 %

(a) Floorplan advances comprise 99.0 % of the total revolving balance.

Dealer term loans are presented by year of origination.

There were no commercial finance receivables on nonaccrual status at December 31, 2023 and 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Transactions with GM Financial The following table shows transactions between our Automotive segments and GM Financial.

Transactions with GM Financial The following tables show transactions between our Automotive segments and GM Financial.

These amounts are presented in GM Financial's consolidated balance sheets and statements of income.

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(b) Our Automotive segments made cash payments to GM Financial for subvention of $ 3.5 billion, $ 2.4 billion and $ 3.3 billion in the years ended December 31, 2023, 2022 and 2021.

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.

GM Financial's Board of Directors declared and paid dividends of $ 1.8 billion, $ 1.7 billion and $ 3.5 billion on its common stock in the years ended December 31, 2023, 2022 and 2021.

December 31, 2023 December 31, 2022

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Total inventories $ 16,461 $ 15,366

At December 31, 2023, inventories are reflected net of allowances totaling $ 2.2 billion, of which $ 1.9 billion is EV-related, to remeasure inventory on-hand to net realizable value.

Operating Leases

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Variable lease costs were insignificant in the years ended December 31, 2023, 2022 and 2021.

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.

At December 31, 2023 and 2022, operating lease right of use assets in Other assets were $ 979 million and $ 1.1 billion, operating lease liabilities in Accrued liabilities were $ 264 million and $ 247 million and non-current operating lease liabilities in Other liabilities were $ 907 million and $ 967 million.

Operating lease right of use assets obtained in exchange for lease obligations were $ 225 million and $ 252 million in the years ended December 31, 2023 and 2022.

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The weighted-average discount rate was 4.3 % and 4.0 % and the weighted-average remaining lease term was 6.0 years and 6.7 years at December 31, 2023 and 2022.

Payments for operating leases included in Net cash provided by (used in) operating activities were $ 314 million, $ 301 million and $ 309 million in the years ended December 31, 2022, 2021 and 2020.

Lease agreements that have not yet commenced were $ 198 million at December 31, 2022.

Payments for operating leases included in Net cash provided by

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(used in) operating activities were $ 359 million, $ 314 million and $ 301 million in the years ended December 31, 2023, 2022 and 2021.

Lease agreements that have not yet commenced were $ 597 million at December 31, 2023.

Equipment on Operating Leases

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2023 2022 2021

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

Other joint ventures equity income (loss) 159 203 162

Automotive China joint ventures equity income (loss) $ 446 $ 677 $ 1,098

Other joint ventures equity income (loss)(a) 327 159 203

Total Equity income (loss) $ 773 $ 837 $ 1,301

(a) Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs.

Equity earnings related to Ultium Cells Holdings LLC were $ 293 million in the year ended December 31, 2023.

Investments in Nonconsolidated Affiliates

December 31, 2023 December 31, 2022

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

Automotive China joint ventures carrying amount $ 6,373 $ 6,714

Ultium Cells Holdings LLC carrying amount 2,268 1,463

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Total equity in net assets of nonconsolidated affiliates $ 10,613 $ 10,176

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.

The carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $ 4.2 billion and $ 4.3 billion at December 31, 2023 and 2022 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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Goodwill and Intangible Assets

Goodwill of $ 1.9 billion consisted of $ 1.3 billion in GM Financial and $ 571 million and $ 574 million in Cruise at December 31, 2022 and 2021.

Goodwill of $ 1.9 billion consisted of $ 1.3 billion in GM Financial at December 31, 2023 and 2022, and $ 573 million and $ 571 million in Cruise at December 31, 2023 and 2022.

In the three months ended December 31, 2023, we performed a goodwill impairment test for Cruise and determined that the goodwill was not impaired.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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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.

The carrying amounts of assets were approximately $ 2.4 billion and $ 1.6 billion and liabilities were insignificant related to our nonconsolidated VIEs at December 31, 2023 and 2022.

Our maximum exposure to loss as a result of our involvement with these VIEs was $ 3.5 billion and $ 3.3 billion, inclusive of $ 0.8 billion and $ 1.4 billion in committed capital contributions to Ultium Cells Holdings LLC at December 31, 2023 and 2022.

Our maximum exposure to loss, and required capital contributions, could vary depending on Ultium Cells Holdings LLC's requirements and access to capital.

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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We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at December 31, 2023.

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

Refer to Note 16 for additional information.

Automotive The following table presents debt in our automotive operations:

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

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.

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

In March 2023, we redeemed our $ 1.5 billion, 4.875 % senior unsecured notes with a maturity date of October 2023 and recorded an insignificant loss.

Also, in March 2023, we renewed and reduced the total borrowing capacity of our five-year , $ 11.2 billion facility to $ 10.0 billion, which now matures March 31, 2028.

We also renewed and reduced the total borrowing capacity of our three-year , $ 4.3 billion facility to $ 4.1 billion, which now matures March 31, 2026, and renewed our 364-day , $ 2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures March 30, 2024.

The renewed credit facilities are based on Term SOFR whereas the previous credit facilities were based on the London Interbank Offered Rate (LIBOR).

In October 2023, we entered into a new 364-day unsecured revolving credit facility with a borrowing capacity of $ 6.0 billion, which we terminated on November 24, 2023.

In November 2023, the Company entered an unsecured 364 -day delayed draw term loan credit agreement that permits the Company to borrow up to $ 3.0 billion in the form of four term loans during an availability period that ends June 28, 2024.

Amounts drawn and repaid may not be reborrowed and the final maturity date for any loans outstanding under the delayed draw credit agreement is November 27, 2024.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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In the year ended December 31, 2023, GM Financial issued $ 11.4 billion in aggregate principal amount of senior notes with an initial weighted-average interest rate of 5.70 % and maturity dates ranging from 2026 to 2034.

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.

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

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$ 16,905 $ 106,590 $ 123,494

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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GM Financial’s unsecured debt obligations contain covenants including limitations on GM Financial's ability to incur certain liens.

Failure to meet certain of these requirements may result in a covenant violation or an event of default depending on the terms of the agreement.

Failure to meet certain of these requirements may result in

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

a covenant violation or an event of default depending on the terms of the agreement.

An event of default may allow lenders to declare amounts outstanding under these agreements immediately due and payable, to enforce their interests against collateral pledged under these agreements or restrict our ability or GM Financial's ability to obtain additional borrowings.

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Derivative Financial Instruments

Automotive The following table presents the notional amounts of derivative financial instruments in our automotive operations:

Fair Value Level December 31, 2022 December 31, 2021

Derivatives not designated as hedges(a)

Foreign currency 2 $ 4,072 $ 4,228

Commodity 2 1,075 1,549

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) 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

GM Financial The following table presents the gross fair value amounts of GM Financial's derivative financial instruments and the associated notional amounts:

The following table presents the gross fair value amounts of GM Financial's derivative financial instruments and the associated notional amounts:

Fair Value Level December 31, 2023 December 31, 2022

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Interest rate swaps 2 $ 18,379 $ 75 $ 238 $ 19,950 $ — $ 821

Foreign currency swaps 2 — — — 682 — 59

Cash flow hedges

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Interest rate contracts 2 134,683 1,573 1,997 113,975 2,268 1,984

Foreign currency contracts 2 — — — 148 — —

Total derivative financial instruments(c) $ 163,446 $ 1,809 $ 2,563 $ 142,212 $ 2,302 $ 3,392

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

(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.

(b) The effect of foreign currency cash flow hedges in the consolidated statements of comprehensive income include gains of $ 139 million, losses of $ 529 million and losses of $ 352 million recognized in Accumulated other comprehensive loss and gains of $ 92 million, losses of $ 578 million and losses of $ 409 million reclassified from Accumulated other comprehensive loss into income for the years ended December 31, 2023, 2022 and 2021.

(c) GM Financial held $ 457 million and $ 553 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $ 1.2 billion and $ 1.5 billion of collateral to counterparties available for netting against GM Financial's liability positions at December 31, 2023 and 2022.

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 $ 33,551 $ 1,029 $ 28,319 $ 781

(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.

(a) Includes $ 872 million and an insignificant amount of unamortized losses remaining on hedged items for which hedge accounting has been discontinued at December 31, 2023 and 2022.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

service and compensation history.

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

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

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Total $ 753 $ 403 $ 438

We expect to contribute approximately $ 60 million to our U.S.

non-qualified plans and approximately $ 600 million to our non-U.S.

We expect to make insignificant contributions to our U.S.

pension plans and up to $ 700 million in contributions to our non-U.S.

pension plans in 2024.

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 $ 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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Significant Plan Amendments, Benefit Modifications and Related Events

Other Remeasurements The SOA issued mortality improvement tables in the three months ended December 31, 2022 and December 31, 2021.

We reviewed our recent mortality experience and we determined our current mortality assumptions are appropriate to measure our U.S.

pension and OPEB plans obligations as of December 31, 2022.

In 2020, we incorporated the SOA mortality improvement tables into our December 31, 2020 measurement of U.S.

pension and OPEB plans' benefit obligations.

The change in these assumptions decreased U.S.

pension and OPEB plans’ obligations by $ 686 million as of December 31, 2020.

Other Remeasurements As part of our collective bargaining agreement with the UAW in 2023 we amended the U.S.

Hourly Pension Plan to increase the monthly basic benefit by $ 5.00 a month for active plan members and to provide an annual contribution of $ 500 to eligible retirees and surviving spouses for the duration of the contract.

These changes increased our pension obligation by $ 791 million.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Interest cost 2,273 551 236 1,292 293 148

Amendments 795 17 — — — —

Actuarial (gains) losses 1,185 453 204 ( 12,010 ) ( 3,797 ) ( 1,289 )

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Total recorded in Accumulated other comprehensive loss $ ( 4,165 ) $ ( 2,634 ) $ ( 324 ) $ ( 1,181 ) $ ( 2,213 ) $ ( 76 )

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.

In the year ended December 31 2023, the actuarial loss included in the benefit obligations was primarily due to a decrease in the discount rates.

In the year ended December 31 2022, the actuarial gain included in the benefit obligations was primarily due to an increase in the discount rates.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Expected return on plan assets ( 2,922 ) ( 573 ) — ( 3,000 ) ( 534 ) — ( 3,178 ) ( 610 ) —

Amortization of net actuarial losses 18 133 67 26 212 97 16 171 74

Amortization of net actuarial (gains) losses — 32 ( 23 ) 18 133 67 26 212 97

Curtailments, settlements and other 126 33 2 ( 17 ) 10 ( 5 ) 15 7 ( 6 )

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pension plan administrative expenses included in service cost were insignificant in the years ended December 31, 2023, 2022 and 2021.

In the three months ended December 31, 2020, we completed a $ 1.5 billion annuity purchase for salaried retirees in Canada.

This resulted in a non-operating pension settlement charge of $ 130 million.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Investment Strategies and Long-Term Rate of Return Detailed periodic studies are conducted by our internal asset management group as well as outside actuaries and are used to determine the long-term strategic mix among asset classes, risk mitigation strategies and the expected long-term return on asset assumptions for the U.S.

pension plans.

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While the studies incorporate data from recent plan performance and historical returns, the expected rate of return on plan assets represents our estimate of long-term prospective rates of return.

We continue to pursue various options to fund and de-risk our pension plans, including continued changes to the pension asset portfolio mix to reduce funded status volatility.

We continue to pursue various options to fund and to manage risk in our pension plans, including continued changes to the pension asset portfolio mix to manage funded status volatility.

The strategic asset mix and risk mitigation strategies for the plans are tailored specifically for each plan.

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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 increased from 5.4 % at December 31, 2021 to 6.3 % at December 31, 2022.

As a result, the weighted-average long-term rate of ROA remains unchanged at 6.3 % at December 31, 2023 and 2022.

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

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At December 31, 2023 and 2022, we had accruals of $ 1.2 billion and $ 1.1 billion in Accrued liabilities and Other liabilities.

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.

In many matters, it is inherently difficult to determine whether a 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)

Some 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 cannot be reasonably estimated.

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.

GM Korea Subcontract Workers 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 (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.

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

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

At December 31, 2023, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was approximately $ 147 million.

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dealer, supplier and other contractual relationships;

government regulations relating to competition issues;

competition issues;

tax-related matters not subject to the provision of Accounting Standards Codification 740, "Income Taxes" (indirect tax-related matters);

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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.

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

and 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.

In July 2023, the putative class actions pending in the U.S.

were dismissed with prejudice and judgment entered in favor of GM, and plaintiffs appealed the dismissal.

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

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

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

There are several putative class actions and two certified class actions pending against GM 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.

We do not believe that the verdict is supported by the evidence and plan to appeal.

There is one putative class action and one certified class action pending against GM in the U.S.

alleging that various 2015–2022 model year vehicles are defective because they are equipped with faulty 8-speed transmissions.

In March 2023, the judge overseeing the class action concerning 2015–2019 model year vehicles certified 26 state subclasses.

The Sixth Circuit has agreed to hear our appeal of this class certification order.

The putative class action concerning 2020–2022 model year vehicles is pending in front of a different judge that has not yet addressed class certification.

We have similar cases pending in Canada concerning these vehicles.

In the year ended December 31, 2023, we accrued an insignificant amount in connection with these matters.

We are currently unable to estimate any reasonably possible or probable material loss or range of loss that may result from these proceedings in excess of amounts accrued.

There is a class action pending against GM in the U.S., and a putative class action in Canada, alleging that 2011–2016 model year Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles are equipped with defective fuel pumps that are prone to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In March 2023, the U.S.

court certified seven state subclasses.

In the year ended December 31, 2023, we accrued an insignificant amount in connection with these matters.

We are currently unable to estimate any reasonably possible or probable material loss or range of loss that may result from these proceedings in excess of amounts accrued.

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 taxes and other non-income tax-related tax exposures.

The various non-U.S.

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

We are currently in discussions with the EPA and other regulators regarding potential adjustments to certain prior year GHG and CAFE accounting balances.

Based on progress made in these discussions, in the year ended December 31, 2023, we accrued $ 289 million.

Through December 31, 2023, the total costs expensed in connection with these matters were $ 450 million, which represents our current best estimate of the probable loss related to these matters.

We are currently unable to provide an estimate of any loss in excess of amounts incurred, but such loss may be material.

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

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 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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

For indirect tax-related matters, we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately $ 1.9 billion at December 31, 2023.

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.

Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of $ 1.1 billion for the expected costs of complying with the recall remedy, and we believe the currently accrued amount remains reasonable.

Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of $ 1.1 billion for the expected costs of complying with the recall remedy.

In the year ended December 31, 2023, we reduced our accrual by an insignificant amount based on the actual costs incurred to-date.

At December 31, 2023, our remaining accrual for these matters was $ 609 million, and we believe the currently accrued amount remains reasonable.

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

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Any additional recalls relating to these inflators could be material to our results of operations and cash flows.

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.

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

In March 2023, a U.S.

court overseeing one of the putative class actions issued a final judgment in favor of GM on all claims in eight states at issue in that proceeding.

Plaintiffs have appealed this decision.

In August 2023, the U.S.

court granted class certification as to a Louisiana claim, but denied certification as to seven other states.

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.

Accordingly, in the three months ended June 30, 2021, we recorded a warranty accrual of $ 812 million.

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 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.

As a result, in the three months ended September 30, 2021, we recognized a receivable of $ 1.9 billion, which substantially offsets the warranty charges we recognized in connection with the recall.

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 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.

For 2020-2022 model year vehicles, the recall remedy will be to replace any defective high voltage battery modules in these vehicles with new modules.

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 and EUVs included in the recall population are defective.

ARC Matters In May 2023, we initiated a voluntary recall covering nearly one million 2014–2017 model year Buick Enclave, Chevrolet Traverse and GMC Acadia SUVs equipped with driver front airbag inflators manufactured by ARC Automotive, Inc.

(ARC), and accrued an insignificant amount for the expected costs of the recall.

As part of its ongoing investigation into ARC airbag inflators, on September 5, 2023, NHTSA issued an initial decision that approximately 52 million frontal driver and passenger airbag inflators manufactured by ARC and Delphi Automotive Systems LLC over a roughly 20-year period contain a safety-related defect and must be recalled.

NHTSA’s initial decision is based on the occurrence of seven field ruptures involving ARC-manufactured frontal airbag inflators.

We are continuing to investigate the cause of the ruptures in GM vehicles in connection with our existing recalls.

The administrative record for NHTSA’s investigation closed on December 18, 2023, and we are waiting for NHTSA to issue its final decision.

As indicated in GM's filed comment in the record, we do not believe that further GM vehicle recalls are necessary or appropriate at this time.

However, depending on the outcome of the dispute between NHTSA and ARC, and the possibility of additional recalls, the cost of which may not be fully recoverable, it is reasonably possible that the costs associated with these matters in excess of amounts accrued could be material, but we are unable to provide an estimate of the amounts or range of reasonably possible material loss at this time.

There are several putative class actions that have been filed against GM, including in the U.S., Canada and Israel, arising out of allegations that airbag inflators manufactured by ARC 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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

After further investigation into the manufacturing processes at our battery supplier, LG Energy Solution (LGES), 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 Chevrolet Bolt Electric Utility Vehicles (EUVs).

LG Electronics, Inc.

(LGE) and LGES (collectively, LG), have agreed to reimburse GM for certain costs and expenses associated with the recall.

The commercial negotiations with LG also resolved other commercial matters associated with our Ultium Cells Holdings LLC joint venture with LGES.

Accordingly, through December 31, 2023, we have accrued a total of $ 2.6 billion and recognized receivables totaling $ 1.6 billion in connection with these matters.

At December 31, 2023, our remaining accrual for these matters was $ 0.6 billion.

These charges reflect our current best estimate for the cost of the recall remedy, which includes non-traditional recall remedies provided by GM to enhance customer satisfaction.

The actual costs of the recall could be materially higher or lower.

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

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

GM has reached an agreement in principle to settle the U.S.

class actions for an immaterial amount.

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

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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 costs related to certain emissions claims, product liabilities and recalls.

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.

General Motors Holdings LLC agreed, on behalf of our wholly owned subsidiary (the Seller), 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 costs related to certain emissions claims, product liabilities and recalls.

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.

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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.

In addition, we indemnified 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)

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

Product Liability We recorded liabilities of $ 615 million and $ 561 million in Accrued liabilities and Other liabilities at December 31, 2023 and 2022, 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.

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 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.

The maximum future undiscounted payments mainly based on royalties received associated with vehicles sold to date were $ 3.5 billion and $ 3.1 billion for these guarantees at December 31, 2023 and 2022, 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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We are also exposed to residual value guarantees associated with certain sales to rental car companies.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We periodically enter into agreements that incorporate indemnification provisions in the normal course of business.

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

Supplier Finance Programs Third-party finance providers offer certain suppliers the option for payment in advance of their invoice due date through financing programs that we established.

We retain our obligation to the participating suppliers, and we make payments directly to the third-party finance providers on the original invoice due date pursuant to the original invoice terms.

There are no assets pledged as security or other forms of guarantees provided for committed payments.

Our outstanding eligible balances under our supplier finance programs were $ 1.3 billion and $ 852 million at December 31, 2023 and 2022, which are recorded in Accounts payable (principally trade).

Years Ended December 31,

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state and local ( 43 ) 109 229

( 878 ) 53 286

Total deferred income tax expense (benefit) ( 1,041 ) 425 2,214

Total income tax expense (benefit) $ 563 $ 1,888 $ 2,771

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

deferred income tax benefit in the year ended December 31, 2023 relates primarily to the release of a valuation allowance in Korea.

Provisions are made for estimated U.S.

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Quantification of the deferred tax liability, if any, associated with indefinitely reinvested basis differences is not practicable.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Years Ended December 31,

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Total income tax expense (benefit) $ 563 $ 1,888 $ 2,771

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities at December 31, 2023 and 2022 reflect the effect of temporary differences between amounts of assets, liabilities and equity for financial reporting purposes and the bases of such assets, liabilities and equity as measured based on tax laws, as well as tax loss and tax credit carryforwards.

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(b) At December 31, 2023, Non-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.

operating loss deferred tax assets were $ 6.1 billion, where $ 5.2 billion can be carried forward indefinitely and $ 876 million will expire by 2039 if not utilized.

At December 31, 2023, Non-U.S.

tax credit carryforwards were $ 135 million, where $ 109 million can be carried forward indefinitely and $ 26 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.

Valuation Allowances As a result of improving profitability in the Korean operating business evidenced by cumulative earnings in recent years and the completion of our near-and long-term business plans in the three months ended December 31, 2023 that forecast continuing profitability, we determined that it was more likely than not that future earnings will be sufficient

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

to realize the deferred tax assets in Korea.

Accordingly, we released Korea's $ 870 million valuation allowance resulting in an income tax benefit.

During the years ended December 31, 2023 and 2022, valuation allowances against deferred tax assets of $ 7.0 billion and $ 7.7 billion were comprised of cumulative losses, credits and other timing differences, primarily in Germany, Spain, the U.S.

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, 2023, 2022 and 2021, income tax related interest and penalties were insignificant.

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

At December 31, 2023 and 2022, liabilities for income tax related interest and penalties were insignificant.

At December 31, 2023, 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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Related charges are recorded in Automotive and other cost of sales and Automotive and other selling, general and administrative expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the reserves and charges related to restructuring and other initiatives, including postemployment benefit reserves and charges:

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Balance at end of period $ 779 $ 520 $ 285

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.

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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.

We also recorded a $ 236 million charge to Income tax expense due to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand in the year ended December 31, 2020.

We incurred $ 197 million in net cash outflows in the year ended December 31, 2020 and $ 254 million in net cash outflows since program inception resulting from these restructuring actions primarily for dealer restructuring payments and employee separation payments, which includes proceeds of $ 143 million from the sale of our manufacturing facilities in Thailand.

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

In the years ended December 31, 2023 and 2022, restructuring and other initiatives included strategic activities in GMNA related to Buick dealerships.

We recorded charges of $ 569 million in the year ended December 31, 2023, which are included in the table above, and incurred $ 674 million in net cash outflows resulting from these dealer restructurings, in addition to the charges of $ 511 million and net cash outflows of $ 120 million in the year ended December 31, 2022.

The remaining $ 286 million is expected to be paid by the end of 2024.

In March 2023, we announced a VSP to accelerate attrition related to the cost reduction program announced in January 2023.

We recorded charges in GMNA of $ 1.0 billion in the year ended December 31, 2023, primarily related to employee separation charges of $ 905 million, which are reflected in the table above, and non-cash pension curtailment and settlement charges of approximately $ 130 million, not reflected in the table above.

We incurred $ 820 million of cash outflows resulting from the VSP.

We expect remaining cash outflows related to these activities of approximately $ 85 million to be complete during 2024.

In October 2023, Cruise voluntarily paused all of its driverless, supervised and manual AV operations in the U.S.

while it examines its processes, systems and tools.

In conjunction with these actions, Cruise recorded charges before noncontrolling interest of $ 529 million in the year ended December 31, 2023, primarily related to supplier related charges of $ 212 million and employee separation charges of $ 67 million, both of which are included in the table above.

Additionally, Cruise recorded non-cash restructuring charges of $ 250 million primarily related to impairments, which are not reflected in the table above.

We expect the associated cashflows related to these activities to be substantially complete by the end of 2024.

At December 31, 2023, the net book value of Cruise's long-lived assets, inclusive of goodwill and intangibles, was $ 1.4 billion which may be subject to future impairments depending on future progress toward commercialization of the Cruise AV operations.

Interest Income and Other Non-Operating Income

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Stockholders’ Equity and Noncontrolling Interests

Preferred and Common Stock We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance.

We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance.

We had no shares of preferred stock issued and outstanding at December 31, 2023 and 2022.

We had 1.2 billion and 1.4 billion shares of common stock issued and outstanding at December 31, 2023 and 2022.

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

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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.

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.

In November 2023, our Board of Directors increased the capacity under our share repurchase program by $ 10.0 billion to an aggregate of $ 11.4 billion and we entered into the ASR Agreements to repurchase an aggregate amount of $ 10.0 billion of our common stock under the authorized share repurchase program.

On December 1, 2023, we advanced the $ 10.0 billion and received approximately 215 million shares of our common stock with a value of $ 6.8 billion, which were immediately retired.

The final number of shares to ultimately be purchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

Upon final settlement, we may receive additional shares of common stock, or, under certain circumstances, we may be required to deliver shares of common stock or to make a cash payment, at our election.

The final settlement of the transactions contemplated under the ASR Agreements is scheduled to occur no later than the three months ending December 31, 2024.

Because of our ability to settle in shares, the $ 3.2 billion prepaid forward contract was classified as a reduction to Additional paid-in capital within the consolidated statement of equity.

In the year ended December 31, 2023, we purchased approximately 245 million shares of our outstanding common stock for $ 7.9 billion, including the initial delivery under the ASR Agreements of approximately 215 million shares at a value of $ 6.8 billion.

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

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

Shares are immediately retired upon purchase and the amount of the purchase price over par is allocated on a pro-rata basis, subject to the availability of paid-in capital calculated on a per-share basis, between Additional paid-in capital and Retained earnings.

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.

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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.

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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.

Cruise Common Shares During the years ended December 31, 2023 and 2022, Cruise Holdings issued approximately $ 0.4 billion and $ 0.8 billion of Class B Common Shares to net settle vested awards under Cruise's 2018 Employee Incentive Plan and issued approximately $ 0.2 billion and $ 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.

GM conducted quarterly tender offers and paid approximately $ 0.3 billion and $ 0.6 billion in cash to purchase tendered Cruise Class B Common Shares during the years ended December 31, 2023 and 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

During the years ended December 31, 2023 and 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, 2023, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries was $ 10.3 billion.

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.

Dividends will be paid semi-annually when declared, which started March 30, 2021 at a fixed rate of 5.70 %.

The preferred stock is classified as noncontrolling interests in our consolidated financial statements.

The following table summarizes the significant components of Accumulated other comprehensi ve loss:

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Stock Incentive Plans

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.

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

The 2020 LTIP was approved by stockholders in June 2020.

Any new awards granted after the approval of the 2020 LTIP in June 2020 will be issued under the 2020 LTIP.

To the extent any shares remain available for issuance under the 2017 LTIP, the 2016 Equity Incentive Plan, and/or the 2014 LTIP, such shares will only be used to settle outstanding awards that were previously granted under such plans prior to June 2020.

To the extent any shares remain available for issuance under the 2017 LTIP and/or the 2014 LTIP, such shares will only be used to settle outstanding awards that were previously granted under such plans prior to June 2020.

Shares awarded under the plans are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plans such as retirement, death or disability.

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

In connection with our acquisition of Cruise Automation, Inc.

in May 2016, RSAs and PSUs in common shares of GM were granted to employees of Cruise Holdings.

The RSAs vest ratably, generally over a three-year service period.

The PSUs are contingent upon achievement of specific technology and commercialization milestones.

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(a) Includes the target amount of PSUs.

Our weighted-average assumptions used to value our stock options are a dividend yield of 1.60 %, 1.67 % and 4.25 %, expected volatility of 41.0 %, 47.8 % and 26.2 %, a risk-free interest rate of 1.88 %, 0.76 % and 1.44 %, and an expected option life of 6.00 , 6.00 and 5.97 years for options issued during the years ended December 31, 2022, 2021 and 2020.

Our weighted-average assumptions used to value our stock options are a dividend yield of 1.90 %, 1.60 % and 1.67 %, expected volatility of 34.0 %, 41.0 % and 47.8 %, a risk-free interest rate of 3.70 %, 1.88 % and 0.76 %, and an expected option life of 6.00 years for options issued during the years ended December 31, 2023, 2022 and 2021.

The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock.

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

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.

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.

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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.

Subsequent to the modification, holders of Cruise Class B Common Shares issued to settle vested awards could tender their shares generally at the fair value of Cruise’s common stock.

The ability to tender the Class B Common Shares results in certain awards to be classified as liabilities and other awards to be presented in temporary equity.

Stock options vest ratably over four to 10 years, as defined in the terms of each award.

Stock options expire 10 years from the grant date.

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.

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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.

Stock options expire up to 10 years from the grant date.

During the year ended December 31, 2023, 14.6 million stock options were forfeited.

At December 31, 2023, 9.8 million equity classified vested stock options with a 2.8 year weighted-average remaining contractual term are outstanding.

Total compensation expense related to Cruise Holdings' share-based awards was $ 0.4 billion, $ 1.6 billion and an insignificant amount for the years ended December 31, 2023, 2022 and 2021.

Compensation expense for the year ended December 31, 2022, 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.

GM conducted quarterly tender offers and paid approximately $ 0.3 billion and $ 0.6 billion in cash to settle tendered Cruise Class B Common Shares during the years ended December 31, 2023 and 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 RSUs and stock options is expected to be recorded over a weighted-average period of 1.7 years.

Total unrecognized compensation expense for Cruise Holdings’ nonvested share-based awards granted was $ 0.7 billion at December 31, 2023.

The expense related to share-based awards is expected to be recorded over a weighted-average period of 2.9 years.

Segment Reporting

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The chief operating decision-maker evaluates the operating results and performance of our automotive segments and Cruise through EBIT-adjusted, which is presented net of noncontrolling interests.

The chief operating decision-maker evaluates GM Financial through EBT-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment.

The chief operating decision-maker evaluates GM Financial through EBT-adjusted because interest income and interest expense are part of operating results when assessing and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

measuring the operational and financial performance of the segment.

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

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We provide automotive financing services through our GM Financial segment.

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.

Our automotive interest income and interest expense, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures and certain revenues and expenses that are not part of a reportable segment are recorded centrally in Corporate.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables summarize key financial information by segment:

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Impairment charges $ — $ — $ — $ — $ — $ 209 $ — $ — $ 209

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.

Equity income (loss)(b) $ 196 $ 440 $ — $ — $ 635 $ — $ 138 $ — $ 773

(a) Consists of charges related to the VSP and strategic activities related to Buick dealerships in GMNA;

the gain associated with India asset sales and the partial resolution of Korean subcontractor matters in GMI;

and charges related to Cruise restructuring.

(b) Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs.

Equity earnings related to Ultium Cells Holdings LLC were $ 293 million in the year ended December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At and For the Year Ended December 31, 2022

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

(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.

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(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

GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations Total

GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations/Reclassifications Total

Net sales and revenue $ 101,308 $ 12,172 $ 104 $ 113,584 $ 106 $ 13,419 $ ( 105 ) $ 127,004

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

(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.

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

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

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represented more than 10% of our total net sales and revenue or long-lived assets, other than Mexico, whose long-lived assets were approximately 12 %, 11 % and 10 % of our total long-lived assets at December 31, 2023, 2022 and 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Supplemental Information for the Consolidated Statements of Cash Flows

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Inventories ( 757 ) ( 2,581 ) ( 3,155 )

Automotive equipment on operating leases — — 53

Change in other assets ( 685 ) ( 248 ) ( 1,418 )

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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