What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-01-28 compared with 2024-01-30 · 233 added, 255 removed, 506 unchanged (49% of the section changed)

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Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion.

We will adapt to customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, AVs, software-enabled services and other new business opportunities.

We will adapt to customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, personal AV technology, software-enabled services and other new business opportunities.

To support strong margins and cash flow during this transition, we are strengthening our market position in profitable ICE vehicles, such as trucks and SUVs.

We plan to execute our strategy with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.

Our financial performance in 2023 was driven by the success of high-margin products like full-size pick-ups and SUVs, despite several headwinds, including higher interest rates and inflationary pressures, supply chain and logistics challenges, and work stoppages associated with recent labor negotiations.

This performance was due to the strength of our vehicle portfolio, strong consumer demand and execution of our core business strategy, focused on fixed cost reduction and pricing discipline.

In January 2023, we announced our intention to implement a cost reduction program to reduce automotive fixed costs by $2.0 billion on an annual run rate basis by the end of 2024.

This goal includes the impact of higher expected depreciation and amortization expense and inflationary cost increases on fixed cost but excludes changes in our pension income.

In March 2023,

We plan to execute our strategy

GENERAL MOTORS COMPANY AND SUBSIDIARIES

we announced performance-based exits and a voluntary separation program (VSP) in an effort to accelerate attrition, which we believe will result in approximately $1.0 billion towards this target on an annual run rate basis.

In addition to people costs, we are reducing our marketing and advertising expenses, streamlining our engineering expense by reducing complexity across the vehicle portfolio, adjusting the cadence of our EV launches due to customer demand, reducing launch-related expenses in the near-term, reprioritizing growth initiatives and reducing our overall overhead and discretionary costs.

with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.

Our financial performance in 2024 was driven by the strength of our vehicle portfolio including high margin full-size pickup trucks and SUVs, strong consumer demand for our products and the execution of our core business strategy.

We remain focused on maintaining an efficient cost structure and pricing discipline.

We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends and potential changes in the regulatory environment.

We continue to prioritize driving down costs and building scale in our EV portfolio to improve profitability.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required.

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

Our collective bargaining agreement with the UAW, which was ratified in October 2019, expired on September 14, 2023.

On September 15, 2023, the UAW initiated a strike at certain of our U.S.

facilities and intermittently expanded the strike to additional facilities, causing stoppages to some vehicle production and parts distribution activities across our U.S.

We estimate that the lost vehicle production volumes and parts sales due to the UAW strike had an unfavorable impact of approximately $0.8 billion on Net income attributable to stockholders and $1.1 billion on our GMNA EBIT-adjusted in the year ended December 31, 2023.

On November 16, 2023, the UAW ratified a new collective bargaining agreement (the Labor Agreement).

The Labor Agreement, which continues through April 30, 2028, covers the wages, hours, benefits and other terms and conditions of employment for our UAW-represented employees.

The key terms and provisions of the Labor Agreement are:

• General wage increases of 11% upon ratification in 2023, 3% in September each of 2024, 2025 and 2026, and 5% in September 2027;

• Consolidation of applicable wage classifications for in-progression, temporary and other employees – with employees reaching the top classification rate upon the completion of 156 weeks of active service;

• The re-establishment of a cost-of-living allowance;

• Lump sum ratification bonus payments of $5,000 paid to eligible employees in the three months ended December 31, 2023;

• For members currently employed and enrolled in the Employees’ Pension Plan, an increase of $5.00 to the monthly basic benefit for past and future service provided;

• A 3.6% increase in company contributions to eligible employees' defined contribution retirement accounts;

• Annual contribution of $500 to eligible retirees or surviving spouses.

Beginning in 2024 and through the end of the term of the Labor Agreement, GM will offer three separate cash severance incentive programs to UAW-represented employees that meet the normal or early retirement eligibility requirements.

On August 16, 2022, the IRA was enacted.

The IRA modified climate and clean energy tax provisions and added new corporate tax credits for commercial EV purchases and investments in clean energy production, supply chains and manufacturing facilities.

IRA benefits, including credits and lower material costs, are expected to materially affect net income in the future.

We will continue to evaluate the IRA impacts on our financial results as additional regulatory guidance is issued.

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

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Risk Factors for a discussion of these challenges.

For the year ending December 31, 2024, we expect EPS-diluted and EPS-diluted-adjusted of between $8.50 and $9.50, Net income attributable to stockholders of between $9.8 billion and $11.2 billion and EBIT-adjusted of between $12.0 billion and $14.0 billion.

For the year ending December 31, 2025, we expect earnings per share (EPS)-diluted and EPS-diluted-adjusted of between $11.00 and $12.00, Net income attributable to stockholders of between $11.2 billion and $12.5 billion and earnings before interest and taxes (EBIT)-adjusted of between $13.7 billion and $15.7 billion.

These expected financial results do not include the potential impact of future adjustments related to special items.

Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles expected Net income attributable to stockholders under U.S.

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Income tax expense 2.5-3.2

Automotive interest expense, net 0.1

Automotive interest income, net (0.0)

EBIT-adjusted(a) $ 13.7-15.7

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Our total vehicle sales in the U.S., our largest market in North America, were 2.7 million units for a market share of 16.5% in the year ended December 31, 2024, representing an increase of 0.3 percentage points compared to the corresponding period in 2023.

We expect to sustain relatively strong EBIT-adjusted margins in 2024 on the continued strength of our product portfolio, improved EV margins and ongoing fixed cost reduction efforts, partially offset by pricing moderation with increased incentives.

While we expect EV margins to improve in 2024, it is possible that we will continue to recognize losses to adjust inventory to net realizable value.

Our outlook is dependent on the resiliency of the U.S.

economy, continuing improvement of supply chain availability, EV-related cost reduction and overall economic conditions.

We expect to sustain relatively strong EBIT-adjusted margins in 2025 on the continuing strength of our product portfolio, improving EV margins and continuing cost discipline, partially offset by pricing moderation with increased incentives and higher depreciation expense.

While we expect EV margins to improve in 2025, we may continue to recognize losses to adjust inventory to net realizable value.

Our outlook is dependent on continued supply chain availability, EV-related cost reduction and the resiliency of the U.S.

economy and overall economic conditions, including the potential imposition of tariffs or other trade restrictions by the U.S.

or its trading partners.

GMI Industry sales in China were 26.6 million units in the year ended December 31, 2024, representing an increase of 6.4% compared to the corresponding period in 2023.

Our total vehicle sales in China were 1.8 million units resulting in a market share of 6.9% in the year ended December 31, 2024, representing a decrease of 1.5 percentage points compared to the corresponding period in 2023.

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

Our Automotive China JVs generated equity income of $0.4 billion in the year ended December 31, 2023.

Price competition, growing customer acceptance of domestic brands and demand for NEVs, and a more challenging regulatory environment related to emissions, fuel consumption and NEVs have and will continue to place pressure on our operations in China.

Outside of China, industry sales were 25.7 million units in the year ended December 31, 2023, representing an increase of 7.3% compared to the corresponding period in 2022.

Our total vehicle sales outside of China were 1.0 million units for a market share of 4.0% in the year ended December 31, 2023, which is comparable to the corresponding period in 2022.

Cruise Cruise Holdings, our majority-owned subsidiary, is pursuing the development and commercialization of AV technology.

In October 2023, a hit-and-run accident involving a pedestrian and a third-party vehicle occurred, which resulted in the pedestrian being thrown into the path of a Cruise AV.

During the resulting investigation, regulators perceived that Cruise representatives were not explicit about a secondary movement of the Cruise AV and, as a result, the California DMV suspended Cruise's permits to operate AVs in California without a safety driver.

Shortly thereafter, Cruise voluntarily paused all of its driverless, supervised and manual AV operations in the U.S.

while it examines its processes, systems and tools.

This orderly pause is designed to rebuild public trust while Cruise undertakes a comprehensive safety review.

In addition, certain federal and state agencies, including the California DMV, the California Public Utilities Commission, NHTSA, the U.S.

Department of Justice and the SEC, have opened investigations or made inquiries in connection with the incident.

We and Cruise are investigating these matters internally and intend to cooperate with all government regulators and agencies in connection with these matters.

At this time, we are not able to predict when Cruise will resume driverless testing or commercial AV operations.

Refer to Part I, Item 1A.

Risk Factors for a further discussion of the risks associated with our AV strategy.

In connection with the pause in operations and Cruise's refocused operational strategy, we recorded restructuring charges of $0.5 billion in the three months ended December 31, 2023, and also expect reductions of approximately $1.0 billion in Cruise expenses in 2024.

Intense price competition with significant excess capacity from both new market entrants and established competitors offering vehicles at lower prices and an increasingly challenging regulatory environment related to emissions, fuel consumption and NEVs continue to negatively impact the profitability of our operations in China.

Additionally,

GENERAL MOTORS COMPANY AND SUBSIDIARIES

we believe independent, Chinese automakers are expanding market share and prioritizing production volumes over profitability, with the ability to produce vehicles at costs well below foreign automakers, including our Automotive China JVs.

These factors are impacting our China JVs’ ability to grow vehicle sales in China and our ability to generate sustainable equity income from our China JVs.

We are in the late stages of finalizing details with our JV partners on an agreement regarding certain restructuring actions, which include plant closures and portfolio optimization to address continuing market challenges and competitive conditions, and updated business forecasts.

Based on the updated forecast, we determined that the material loss in value of our equity interests in SAIC General Motors Corporation Limited (SGM), SAIC GM (Shenyang) Norsom Motors Co., Ltd.

(SGM Norsom), SAIC GM Dong Yue Motors Co., Ltd.

(SGM DY) and SAIC GM Dong Yue Powertrain Co., Ltd.

(SGM DYPT) was other than temporary.

As a result, we recorded an other-than-temporary impairment of our equity interests of $2.1 billion in the year ended December 31, 2024 which is included in equity income (loss).

Our Automotive China JVs' equity losses also includes non-cash charges of $2.0 billion resulting from the implementation of the restructuring plan.

We expect additional restructuring charges are likely to be incurred in 2025.

Going forward, we will continue to assess our strategy in the Chinese market to maintain presence while prioritizing profitability.

In addition, GM Financial also concluded that a $0.3 billion other-than-temporary impairment of its equity interest in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC) existed.

Refer to the "Automotive Financing – GM Financial Summary and Outlook” section of this MD&A for discussion of GM Financial’s other-than-temporary impairment of its equity interest in SAIC-GMAC.

Outside of China, industry sales were 25.7 million units in the year ended December 31, 2024, representing a decrease of 0.3% compared to the corresponding period in 2023.

Our total vehicle sales outside of China were 0.9 million units for a market share of 3.7% in the year ended December 31, 2024, representing a decrease of 0.3 percentage points compared to the corresponding period in 2023.

Cruise Cruise Holdings, our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application.

In June 2024, Cruise indefinitely delayed development work on the Cruise Origin and recorded restructuring charges of $0.6 billion primarily related to non-cash write-offs of Origin assets.

In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work.

Refer to Part I, Item 1.

Business for a further discussion on Cruise.

In conjunction with our announcement to no longer fund Cruise’s robotaxi development work and our plans to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, Cruise recorded net charges of $0.5 billion.

These charges primarily relate to anticipated headcount reductions and impairments of real estate lease assets and certain intangible assets.

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

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Gains on terminations of leased vehicles of $0.8 billion and $0.9 billion were included in GM Financial interest, operating and other expenses in the years ended December 31, 2024 and 2023.

The decrease in gains is primarily due to higher leased portfolio net book values at termination and fewer terminated leases in 2023 compared to 2022.

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

The decrease in gains is primarily due to fewer terminated leases in 2024 compared to 2023.

The following table summarizes the estimated residual value based on GM Financial's most recent

GENERAL MOTORS COMPANY AND SUBSIDIARIES

estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):

December 31, 2024 December 31, 2023

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Total $ 23,492 943 100.0 % $ 22,661 960 100.0 %

As a result of the market challenges and competitive conditions in China, GM Financial recorded a $0.3 billion other-than-temporary impairment charge to write down its SAIC-GMAC investment to its fair value.

Refer to the "Overview – GMI" section of this MD&A for discussion of the China market and associated restructuring actions being taken.

Consolidated Results We review changes in our results of operations under five categories:

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Automotive 171,605 157,667 13,938 8.8 % $ 11.2 $ 2.9 $ 0.9 $ (1.1)

Cruise 102 102 — — % $ — $ —

Cruise 257 102 155 n.m.

GM Financial 15,875 14,225 1,650 11.6 % $ 1.7

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Total net sales and revenue $ 187,442 $ 171,842 $ 15,598 9.1 % $ 11.2 $ 2.9 $ 0.9 $ 0.6

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Refer to the regional sections of this MD&A for additional information on Volume, Mix, Price and Other.

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Cruise 2,566 3,088 522 16.9 % $ — $ 0.5

Eliminations (12) (2) 10 n.m.

Eliminations (3) (12) (9) (75.0) % $ — $ —

Total automotive and other cost of sales $ 151,065 $ 141,330 $ (9,735) (6.9) % $ (7.7) $ (5.8) $ 2.9 $ 0.9

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

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

In the year ended December 31, 2023, increased Cost was primarily due to:

(1) increased campaigns and other warranty-related costs of $2.1 billion;

(2) increased EV-related charges of $2.0 billion, primarily due to $1.7 billion in inventory adjustments to reflect the net realizable value at period end;

(3) increased manufacturing costs of $0.9 billion;

(4) charges of $0.7 billion related to the VSP;

(5) increased engineering costs of $0.5 billion, driven primarily by $0.8 billion increase in AV engineering costs;

partially offset by $0.4 billion decrease in Automotive engineering cost (6) charges of $0.5 billion related to Cruise restructuring;

and (7) increased material and freight costs of $0.3 billion;

partially offset by (8) decrease of $0.8 billion due to absence of the charge for the modification of Cruise stock incentive awards in 2022.

In the year ended December 31, 2023, favorable Other was due to the weakening of the Canadian dollar and other currencies against the U.S.

dollar, partially offset by the strengthening of the Mexican peso and other currencies against the U.S.

In the year ended December 31, 2024, decreased Cost was primarily due to:

(1) decreased inventory adjustments of $2.2 billion, primarily EV-related, to reflect the net realizable value at period end;

(2) the absence of charges related to the voluntary separation program (VSP) of $0.7 billion;

(3) decreased engineering costs of $0.7 billion, driven primarily by lower AV engineering costs;

(4) increased equity earnings related to Ultium Cells Holdings LLC of $0.7 billion;

(5) decreased material and freight costs of $0.3 billion;

partially offset by (6) increased other employee-related costs of $0.6 billion;

(7) increased charges of $0.5 billion related to restructuring costs resulting from the plan to realign Cruise with our existing GM technical teams to develop personal AV technology;

(8) increased warranty-related costs of $0.4 billion;

and (9) increased information technology costs of $0.3 billion.

In the year ended December 31, 2024, favorable Other was primarily due to net foreign currency changes in the Brazilian real and the Korean won.

Automotive and Other Selling, General and Administrative Expense

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Automotive and other selling, general and administrative expense $ 10,621 $ 9,840 $ 10,667 $ (781) (7.9) %

In the year ended December 31, 2023, Automotive and other selling, general and administrative expense decreased primarily due to:

(1) decreased advertising, selling, and administrative costs of $0.7 billion;

and (2) decrease of $0.3 billion due to the absence of the charge for the modification of Cruise stock incentive awards in 2022;

partially offset by (3) charges of $0.2 billion related to the VSP.

In the year ended December 31, 2024, Automotive and other selling, general and administrative expense increased primarily due to:

(1) increased charges of $0.4 billion related to strategic activities to transition certain Buick dealerships;

and (2) increased advertising, selling and administrative costs of $0.3 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Interest income and other non-operating income, net $ 1,257 $ 1,537 $ 1,432 $ (280) (18.2) %

In the year ended December 31, 2023, Interest income and other non-operating income, net increased primarily due to:

(1) the absence of $0.7 billion loss related to the shutdown of our Russia business;

(2) $0.6 billion increase in interest income;

and (3) the absence of $0.4 billion in losses related to Stellantis N.V.

(Stellantis) warrants;

partially offset by (4) $1.3 billion decrease in non-service pension income primarily due to higher interest cost and lower expected return on assets (ROA);

and (5) the absence of $0.3 billion in gains related to revaluation of investments.

In the year ended December 31, 2024, Interest income and other non-operating income, net decreased primarily due to several insignificant items.

Income Tax Expense

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2024 2023 2022 Favorable/ (Unfavorable) %

Income tax expense $ 563 $ 1,888 $ 2,771 $ 1,325 70.2 %

In the year ended December 31, 2023, Income tax expense decreased primarily due to jurisdictional mix of earnings, valuation allowance adjustments and lower pre-tax income.

For the year ended December 31, 2023 our ETR-adjusted was 15.7%.

Income tax expense $ 2,556 $ 563 $ 1,888 $ (1,993) n.m.

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In the year ended December 31, 2024, Income tax expense increased primarily d ue to jurisdictional mix of earnings and valuation allowance adjustments that occurred in the year ended December 31, 2023 .

For the year ended December 31, 2024, our effective tax rate-adjusted (ETR-adjusted) was 20.1%.

We expect our adjusted effective tax rate to be between 18% and 20% for the year ending December 31, 2025.

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GMNA Total Net Sales and Revenue In the year ended December 31, 2024, Total net sales and revenue increased primarily due to:

(1) increased net wholesale volumes primarily due to increased sales of crossover vehicles and full-size pickup trucks, partially offset by decreased sales of mid-size pickup trucks;

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

(3) favorable Mix associated with increased sales of full-size pickup trucks and full-size SUVs and decreased sales of vans, passenger cars and mid-size pickup trucks, partially offset by increased sales of crossover vehicles;

and (4) favorable Other due to increased sales of parts and accessories.

(1) increased net wholesale volumes primarily due to increased sales of full-size pickup trucks, mid-size pickup trucks and other vehicles;

(2) favorable Mix associated with increased sales of full-size pickup trucks and full-size SUVs, partially offset by increased sales of crossover vehicles;

and (3) favorable Price as a result of stable dealer inventory levels and strong demand for our products.

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

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Trucks, crossovers and cars sold currently have a variable profit of approximately 160%, 40% and 50% of our GMNA portfolio on a weighted-average basis.

In the year ended December 31, 2023, EBIT-adjusted decreased primarily due to:

(1) increased Cost primarily due to increased campaigns and other warranty-related costs of $2.0 billion, increased EV-related charges of $1.9 billion primarily due to $1.6 billion in inventory adjustments to reflect the net realizable value at period end, decreased non-service pension income of $1.1 billion and increased manufacturing costs of $0.9 billion, partially offset by decreased advertising, selling and administrative costs of $1.1 billion;

and (2) unfavorable Mix associated with increased sales of crossover vehicles partially

In the year ended December 31, 2024, EBIT-adjusted increased primarily due to:

(1) increased net wholesale volumes primarily due to increased sales of full-size pickup trucks, mid-size pickup trucks and crossover vehicles;

(2) favorable Cost primarily due to decreased inventory adjustments of $2.1 billion, primarily EV-related, to reflect the net realizable value at period end, increased equity earnings related to Ultium Cells Holdings LLC of $0.7 billion and decreased material and freight costs of $0.6 billion, partially offset by increased other employee-related costs of $0.7 billion, increased engineering costs of $0.5 billion, primarily due to a decrease in cost sharing arrangements with our Automotive China JVs, increased warranty-

GENERAL MOTORS COMPANY AND SUBSIDIARIES

offset by decreased sales of mid-size pickup trucks and passengers cars and increased sales of full-size SUVs;

partially offset by (3) favorable Price;

and (4) favorable Volume.

related costs of $0.4 billion, increased information technology costs of $0.3 billion and increased other cost of sales of $0.3 billion;

and (3) favorable Price;

partially offset by (4) unfavorable Mix associated with increased sales of crossover vehicles and EVs;

and (5) unfavorable Other due to net foreign currency changes primarily in the Mexican peso.

GM International

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EBIT-adjusted margin 2.2 % 7.6 % (5.4) %

Equity income — Automotive China

$ 446 $ 677 $ (231) (34.1) %

EBIT-adjusted — excluding Equity income $ 764 $ 466 $ 298 63.9 %

Equity income (loss) — Automotive China $ (4,407) $ 446 $ (4,853) n.m.

EBIT-adjusted — excluding Equity income (loss)(a) $ 633 $ 764 $ (131) (17.1) %

(Vehicles in thousands)

Wholesale vehicle sales 547 621 (74) (11.9) %

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(a) Excludes adjustments related to Automotive China JVs restructuring recorded in GMI.

Refer to the "Overview – GMI" section of this MD&A for discussion of these adjustments.

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

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

GMI Total Net Sales and Revenue In the year ended December 31, 2023, Total net sales and revenue increased primarily due to:

(1) favorable pricing across multiple vehicle lines in Argentina, Brazil and the Middle East;

and (2) favorable Mix primarily in Asia/Pacific and the Middle East;

partially offset by (3) decreased net wholesale volumes in Egypt, Colombia and Chile primarily due to industry downturn, partially offset by increased volumes in Brazil due to a new vehicle launch;

and (4) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Argentine peso against the U.S.

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

GMI EBIT-Adjusted In the year ended December 31, 2023, EBIT-adjusted increased primarily due to:

(1) favorable Price;

and (2) favorable Mix;

partially offset by (3) unfavorable Cost primarily due to increased material, logistic and warranty-related costs and other costs to support a new vehicle launch in South America, partially offset by favorable impact due to an asset sale in Korea;

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

GMI Total Net Sales and Revenue In the year ended December 31, 2024, Total net sales and revenue decreased primarily due to:

(1) decreased net wholesale volumes in South America, in Asia/Pacific and in the Middle East primarily due to decreased sales of passenger cars and crossover vehicles, partially offset by higher sales of trucks;

and (2) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Brazilian real and Egyptian pound against the U.S.

dollar and decreased components sales;

partially offset by (3) favorable Mix primarily in Brazil and in the Middle East;

and (4) favorable pricing across multiple vehicle lines in the Middle East and in Brazil.

GMI EBIT-Adjusted In the year ended December 31, 2024, EBIT-adjusted decreased primarily due to:

(1) unfavorable Other primarily due to decreased Automotive China JVs equity income (loss);

(2) decreased net wholesale volumes;

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

dollar and decreased equity income.

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

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

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

and (3) unfavorable Cost primarily due to increased material costs and unfavorable impact due to nonrecurring asset sale in Korea, partially offset by favorable fixed cost;

partially offset by (4) favorable Price;

and (5) favorable Mix in South America.

Our Automotive China JVs’ ability to grow vehicle sales in China and generate sustainable equity income continues to be a challenge due to intense competition from our domestic competitors in the Chinese market.

In the year ended December 31, 2024, we recognized equity losses of $4.4 billion driven primarily by impairment and restructuring charges of $4.1 billion for certain of our Automotive China JVs.

Refer to Note 8 to our consolidated financial statements for additional information.

The following table summarizes certain key operational and financial data for the Automotive China JVs (vehicles in thousands):

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Total net sales and revenue $ 21,740 $ 31,435 $ 35,857

Net income $ 1,122 $ 1,407 $ 2,109

Net income (loss) $ (4,466) $ 1,122 $ 1,407

December 31, 2024 December 31, 2023

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2024 2023 2022 Favorable/ (Unfavorable) %

Total net sales and revenue(a) $ 102 $ 102 $ 106 $ — — %

Total net sales and revenue(a) $ 257 $ 102 $ 102 $ 155 n.m.

EBIT (loss)-adjusted $ (1,701) $ (2,695) $ (1,890) $ 994 36.9 %

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(a) Primarily reclassified to Interest income and other non-operating income, net in our consolidated income statements in each of the years ended December 31, 2024 , 2023 and 2022 .

Cruise EBIT (Loss)-Adjusted In the year ended December 31, 2023, EBIT (loss)-adjusted increased primarily due to an increase in development costs as we pursue the development and commercialization of AV technology in the U.S.

and globally.

Cruise EBIT (Loss)-Adjusted In the year ended December 31, 2024, EBIT (loss)-adjusted decreased primarily due to the restructuring actions taken in the year ended December 31, 2023 that resulted in a decrease in the development costs associated with Cruise's refocused operating strategy.

Following the acquisition of the noncontrolling interests and subject to the approval of the Cruise Board of Directors, we expect that the plans to combine the Cruise and GM technical efforts to advance autonomous and assisted driving will reduce Cruise's costs going forward.

Years Ended December 31, 2024 vs.

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GM Financial Revenue In the year ended December 31, 2024, total revenue increased primarily due to:

(1) increased finance charge income of $1.7 billion primarily due to an increase in the effective yield resulting from higher benchmark interest rates and growth in the size of the portfolio;

(2) increased investment income of $0.3 billion primarily due to an increase in benchmark interest rates;

partially offset by (3) decreased leased vehicle income of $0.5 billion primarily due to a decrease in the average balance of the leased vehicles portfolio.

GM Financial EBT-Adjusted In the year ended December 31, 2023, EBT-adjusted decreased primarily due to:

(1) increased interest expense of $1.8 billion primarily due to an increased effective rate of interest on debt, resulting from higher benchmark interest rates, as well as an increase in average debt outstanding;

(2) decreased leased vehicle income net of leased vehicle expenses of $0.9 billion primarily due to a decrease in the average balance of the leased vehicles portfolio and decreased lease termination gains due to higher leased portfolio net book values at termination and fewer terminated leases;

(3) increased provision for loan losses of $0.2 billion due to lower recovery rates in 2023, as well as moderating credit performance;

partially offset by (4) increased finance charge income of $1.7 billion primarily due to an increase in the effective yield resulting from higher benchmark interest rates and growth in the size of the portfolio;

and (5) increased investment income of $0.3 billion primarily due to an increase in benchmark interest rates.

(1) increased finance charge income of $1.5 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the size of the portfolio;

and (2) increased other income of $0.2 billion primarily due to higher investment income resulting from an increase in the average investment balance and growth in vehicle protection contracts.

GM Financial EBT-Adjusted In the year ended December 31, 2024, earnings before income taxes-adjusted (EBT-adjusted) decreased primarily due to:

(1) increased interest expense of $1.3 billion primarily due to an increased effective rate of interest on debt, resulting from higher benchmark interest rates on new issuances relative to maturing debt, as well as an increase in average debt outstanding;

(2) increased provision for loan losses of $0.2 billion primarily due to increased loan origination volume and moderating credit performance and recovery rates;

and (3) decreased equity income of $0.1 billion primarily due to lower earning asset levels at its joint ventures in China;

partially offset by (4) increased finance charge income of $1.5 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the size of the portfolio;

and (5) increased other income of $0.2 billion primarily due to higher investment income resulting from an increase in the average investment balance and growth in vehicle protection contracts.

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

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(1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $10.0 billion to $11.0 billion in 2025;

(2) payments for engineering and product development activities , including investing in the development and commercialization of AV technology by Cruise;

(2) payments for engineering and product development activities , including the development of AV technology and software-enabled services;

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

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

and (6) payments to purchase shares of our common stock authorized by our Board of Directors.

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

Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are

(6) payments to purchase shares of our

GENERAL MOTORS COMPANY AND SUBSIDIARIES

focused on the three objectives of our capital allocation program:

(1) grow our business at an average target ROIC-adjusted rate of 20% or greater;

common stock authorized by our Board of Directors;

and (7) payments of emissions-related regulatory compliance costs.

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

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

(1) grow our business at an average target return on invested capital-adjusted (ROIC-adjusted) rate of 20% or greater;

(2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18.0 billion;

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

In November 2023, our Board of Directors increased the capacity under our previously announced common stock repurchase program by $10.0 billion to $11.4 billion and approved a $10.0 billion ASR program.

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

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

Also, during the year ended December 31, 2023, we completed $1.1 billion of open market repurchases under the program and retired approximately 30 million shares of our common stock.

We have $1.4 billion in capacity remaining under our common stock repurchase program as of December 31, 2023, with no expiration date.

In November 2023, our Board of Directors increased the capacity under our previously announced share repurchase program by $10.0 billion to an aggregate of $11.4 billion and approved a $10.0 billion ASR program.

In December 2023, pursuant to the agreements entered into in connection with the ASR, we advanced $10.0 billion and received approximately 215 million shares of common stock with a value of $6.8 billion, which were immediately retired.

In the year ended December 31, 2024, we received and retired approximately 29 million additional shares upon settlement of the transactions contemplated under the ASR Agreements.

The final number of shares received was 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 pursuant to the terms and conditions of the ASR Agreements.

In June 2024, our Board of Directors approved a new share repurchase authorization to repurchase up to an additional $6.0 billion of our outstanding common stock.

In the year ended December 31, 2024, in addition to shares received under the ASR program, we purchased approximately 140 million shares of our outstanding common stock for $7.1 billion.

We have $0.3 billion in capacity remaining under our share repurchase program as of December 31, 2024, with no expiration date.

During the year ended December 31, 2024, we paid dividends of $0.5 billion to holders of our common stock.

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We have used, and will continue to use, other methods including intercompany loans to utilize these funds across our global operations as needed.

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Our cash equivalents and marketable debt securities balances are primarily denominated in U.S.

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The majority of our current investments in debt securities are with A/A2 or better rated issuers.

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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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.

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.

In March 2024, we renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures March 27, 2025.

Interest rates on obligations under the renewed credit facility are based on Term SOFR.

In March 2024, we terminated our unsecured 364-day delayed draw term loan credit agreement that permitted the Company to borrow up to $3.0 billion executed in November 2023, resulting in an insignificant loss.

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

Our Automotive borrowing capacity under credit facilities totaled $17.1 billion at December 31, 2023, which consisted primarily of three credit facilities, and $15.5 billion at December 31, 2022, which consisted primarily of two credit facilities.

Our Automotive borrowing capacity under credit facilities totaled $14.3 billion at December 31, 2024, which consisted primarily of two credit facilities, and $17.1 billion at December 31, 2023, which consisted primarily of three credit facilities.

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

We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at December 31, 2024 and 2023.

If available capacity permits, GM Financial continues to have access to our five-year, $10.0 billion and three-year, $4.1 billion credit facilities.

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

GM Financial did not have borrowings outstanding against any of these facilities at December 31, 2024 and 2023.

We had intercompany loans from GM Financial of $0.2 billion at December 31, 2023 and 2022, which primarily consisted of commercial loans to dealers we consolidate.

We had intercompany loans from GM Financial of $0.3 billion and $0.2 billion at December 31, 2024 and 2023, which primarily consisted of commercial loans to dealers we consolidate.

We did not have intercompany loans to GM Financial at December 31, 2024 and 2023.

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We have reviewed our covenants in effect as of December 31, 2024 and determined we are in compliance and expect to remain in compliance in the future.

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.

In December 2024, we exercised the make-whole provision on a portion of our $2.0 billion senior unsecured notes with a maturity date of October 2025, redeeming $750 million in aggregate principal amount.

Upon settlement in December 2024, we recorded an insignificant early extinguishment of debt loss.

GM Financial's Board of Directors declared and paid dividends on its common stock of $1.8 billion in the years ended December 31, 2024 and 2023 and $1.7 billion in the year ended December 31, 2022.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

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(a) We had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at December 31, 2024 and 2023.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

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Capital expenditures (10.7)

ASR program (10.0)

Dividends paid and payments to purchase common stock (7.6)

GM investment in Cruise (1.3)

Payment of senior unsecured note (0.8)

Investment in Ultium Cells Holdings LLC (0.7)

GM investment in Cruise (0.5)

Investment in Lithium Americas (0.3)

Other non-operating (0.7)

Increase in available credit facilities 1.4

Decrease in available credit facilities (2.7)

Total change in automotive available liquidity $ (0.8)

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Net automotive cash provided by (used in) operating activities(b) $ 23.9 $ 20.8 $ 19.1 $ 3.1

(a) Includes $1.8 billion, $1.7 billion and $3.5 billion in dividends received from GM Financial in the years ended December 31, 2023, 2022 and 2021, partially offset by non-cash changes in other assets and liabilities.

(a) Includes $4.1 billion for the Automotive China JVs impairment and restructuring-related equity losses in the year ended December 31, 2024;

$1.8 billion in dividends received from GM Financial in the years ended December 31, 2024 and 2023 and $1.7 billion in dividends received from GM Financial in the year ended December 31, 2022;

partially offset by non-cash changes in other assets and liabilities.

(b) Includes $8.2 billion, $4.8 billion and $6.7 billion in the years ended December 31, 2024, 2023 and 2022 which are eliminated within the consolidated statements of cash flows.

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Net automotive cash provided by (used in) investing activities(b) $ (12.8) $ (8.7) $ (17.5) $ (4.1)

(a) Includes $0.7 billion, $0.8 billion and $0.5 billion of GM's investment in Ultium Cells Holdings LLC in the years ended December 31, 2023, 2022 and 2021, $0.5 billion, $2.4 billion and $1.0 billion of GM's investment in Cruise in the years ended December 31, 2023, 2022 and 2021, $0.3 billion of GM's investment in Lithium Americas in the year ended December 31, 2023, $2.1 billion for the purchase of Cruise preferred shares from SoftBank Vision Fund (AIV M2) L.P.

(SoftBank) in the year ended December 31, 2022 and $0.9 billion related to the sale of Stellantis common shares, excluding dividends received and tax withholding, in the year ended December 31, 2022.

(a) Includes $1.3 billion, $0.5 billion and $2.4 billion of GM's investment in Cruise in the years ended December 31, 2024, 2023 and 2022, which is inclusive of a $0.9 billion convertible note issued by Cruise to us in the year ended December 31, 2024;

$0.7 billion of GM's investment in Ultium Cells Holdings LLC in the years ended December 31, 2024 and 2023 and $0.8 billion of GM's investment in Ultium Cells Holdings LLC in the year ended December 31, 2022;

$0.3 billion of GM's investment in Lithium Americas in the years ended December 31, 2024 and 2023;

$0.1 billion and $2.1 billion for the purchase of Cruise common and preferred shares from noncontrolling shareholders in the years ended December 31, 2024 and 2022;

and $0.9 billion related to the sale of Stellantis N.V.

(Stellantis) common shares, excluding dividends received and tax withholding, in the year ended December 31, 2022.

(b) The investments in Cruise are eliminated within the consolidated statements of cash flows.

The redemption of Cruise preferred shares from SoftBank in 2022 are reclassified to financing activities within the consolidated statements of cash flows.

The redemption of Cruise common and preferred shares from noncontrolling shareholders in 2024 and 2022 are reclassified to financing activities within the consolidated statements of cash flows.

Years Ended December 31, 2024 vs.

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Net automotive cash provided by (used in) financing activities $ (8.5) $ (13.6) $ (2.5) $ 5.1

(a) Includes $10.0 billion in advances against accelerated share repurchases in the year ended December 31, 2023, $1.1 billion and $2.5 billion for payments to purchase common stock in the years ended December 31, 2023 and 2022, $0.5 billion and $0.3 billion for dividends paid in the years ended December 31, 2023 and 2022 and $0.5 billion for repayments of senior unsecured notes for the year ended December 31, 2021.

(a) Includes $7.1 billion, $1.1 billion and $2.5 billion for payments to purchase common stock in the years ended December 31, 2024, 2023 and 2022;

$0.5 billion for dividends paid in the years ended December 31, 2024 and 2023;

$0.3 billion for dividends paid in the year ended December 31, 2022;

and $10.0 billion in connection with the ASR in the year ended December 31, 2023.

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

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

Fitch BBB BBB BBB Stable

Fitch BBB BBB BBB Positive

Moody's Investment Grade Baa2 Baa2 Stable

S&P BBB BBB BBB Stable

Revised their outlook to Positive from Stable in October 2024.

Cruise Liquidity Cruise available liquidity of $0.3 billion and $1.3 billion at December 31, 2024 and 2023 consists primarily of cash and cash equivalents.

In June 2024, Cruise issued to us a convertible note in the amount of $0.9 billion.

This note is convertible into certain Cruise equity interests.

At December 31, 2024, Cruise had total borrowings of $0.4 billion with GM

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Cruise Liquidity

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

December 31, 2023 December 31, 2022

Cruise cash and cash equivalents $ 1.3 $ 1.5

Cruise marketable securities — 1.4

Total Cruise available liquidity(a)(b) $ 1.3 $ 2.9

(a) Excludes a multi-year credit agreement with GM Financial whereby Cruise can borrow, over time, up to an additional aggregate of $3.4 billion, through 2024, to fund the purchase of AVs from GM and all accessories, attachments, parts and other equipment acquired in connection with or otherwise relating to any AV.

As of December 31, 2023, Cruise had total borrowings of $0.3 billion on previously expired lines under this agreement.

(b) Excludes a multi-year framework agreement with us whereby Cruise can defer invoices received through June 2028, up to $0.8 billion, related to engineering and capital spending incurred by us on behalf of Cruise.

As of December 31, 2023, Cruise deferred $0.5 billion under this agreement.

Financial under a multi-year credit agreement to fund the purchase of AVs from GM.

Cruise available liquidity also excludes a multi-year framework agreement with us whereby Cruise can defer payments until June 2028 on up to $0.8 billion of invoices, which are related to engineering and capital spending incurred by us on behalf of Cruise, and an agreement with us whereby Cruise can defer reimbursing us for amounts we paid related to its restructuring actions that commenced in October 2023.

At December 31, 2024, Cruise deferred $1.3 billion under these agreements.

In December 2024, GM announced it will no longer fund Cruise's robotaxi development work given the considerable time and resources that would be needed to scale the business, along with an increasingly competitive robotaxi market.

Refer to Note 18 to our consolidated financial statements for additional information related to Cruise's restructuring actions.

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

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(a) Includes $1.4 billion of net proceeds from the liquidation of marketable securities in the year ended December 31, 2023.

(b) Includes $0.5 billion, $2.4 billion and $1.0 billion in the years ended December 31, 2023, 2022 and 2021 related to investments from GM which are eliminated within the consolidated statements of cash flows and $2.1 billion in the year ended December 31, 2022 related to the purchase of Softbank’s shares in Cruise by Automotive which is reclassified to financing activities within the consolidated statements of cash flows.

We expect the orderly pause of operations, associated restructuring actions, and Cruise’s refocused operational strategy will significantly reduce Cruise’s liquidity needs in 2024.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

(b) Includes $1.3 billion, $0.5 billion and $2.4 billion in the years ended December 31, 2024, 2023 and 2022 related to investments from GM which are eliminated within the consolidated statements of cash flows.

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

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At December 31, 2024, available liquidity exceeded GM Financial's liquidity targets.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM Financial did not have any borrowings outstanding against our credit facility designated for their exclusive use or the remainder of our revolving credit facilities at December 31, 2024 and 2023.

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Net cash provided by (used in) financing activities(b) $ 8.9 $ 5.7 $ 4.0 $ 3.2

(a) Includes $(3.0) billion, $(5.0) billion and $2.9 billion in the years ended December 31, 2023, 2022 and 2021 for purchases of, and collections on, wholesale finance receivables and intercompany loans to GM which are eliminated within the consolidated statements of cash flows.

(b) Includes $(1.8) billion, $(1.7) billion and $(3.5) billion in the years ended December 31, 2023, 2022 and 2021 for dividends to GM which are eliminated within the consolidated statements of cash flows.

In the year ended December 31, 2023, Net cash provided by operating activities increased primarily due to:

(1) an increase in finance charge income of $1.7 billion;

(2) a net increase in cash provided by counterparty derivative collateral posting activities of $1.3 billion;

(3) and a decrease in taxes paid to GM of $0.6 billion;

partially offset by (4) an increase in interest paid of $2.0 billion and (5) a decrease in leased vehicle income of $0.5 billion.

In the year ended December 31, 2023, Net cash used in investing activities increased primarily due to:

(1) an increase in purchases of leased vehicles of $1.7 billion;

(2) a decrease in the proceeds from termination of leased vehicles of $1.2 billion partially offset by (3) an increase in collections and recoveries on finance receivables of $1.3 billion;

(4) and a decrease in purchases and originations of finance receivables of $0.5 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In the year ended December 31, 2023, Net cash provided by financing activities increased primarily due to:

(1) a net increase in borrowings of $6.9 billion;

partially offset by (2) an increase in debt repayments of $5.1 billion;

and (3) an increase in dividend payments of $0.1 billion.

LIBOR Transition The International Swaps and Derivatives Association launched its Interbank Offered Rate (IBOR) Fallbacks Supplement and IBOR Fallbacks Protocol, which came into effect on January 25, 2021.

The supplement incorporates fallbacks for new derivatives linked to LIBOR, and the protocol enables market participants to incorporate fallbacks for certain legacy derivatives linked to LIBOR.

GM Financial adhered to the protocol prior to the June 30, 2023 cessation date and has transitioned all of its LIBOR-based derivative exposure.

On March 15, 2022, Congress enacted the Adjustable Interest Rate (LIBOR) Act to address “tough legacy" contracts that lack adequate fallback provisions for determining a benchmark replacement to LIBOR.

GM Financial expects to leverage the safe harbors and protections provided by the LIBOR Act and its implementing regulations to transition its limited LIBOR exposure remaining after the cessation date.

(a) Includes $6.4 billion, $3.0 billion and $5.0 billion in the years ended December 31, 2024, 2023 and 2022 for purchases of, and collections on, wholesale finance receivables from GM which are eliminated within the consolidated statements of cash flows.

(b) Includes $1.8 billion in the years ended December 31, 2024 and 2023 and $1.7 billion in the year ended December 31, 2022 for dividends to GM which are eliminated within the consolidated statements of cash flows.

In the year ended December 31, 2024, net cash provided by operating activities decreased primarily due to an increase in interest paid, a net decrease in cash provided by counterparty derivative collateral posting activities and an increase in acquisition costs related to vehicle protection contracts, partially offset by an increase in finance charge income.

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

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The estimated amount accrued for recall campaigns at the time of vehicle sale is most sensitive to the estimated number of recall events, the number of vehicles per recall event, the assumed number of vehicles that will be brought in by customers for repair (take rate) and the cost per vehicle for each recall event.

The estimated cost of a recall campaign that is accrued on an individual basis is most sensitive to our estimated assumed take rate that is primarily developed based on our historical take rate experience.

The estimated cost of a recall campaign that is accrued on an individual basis is most sensitive to our estimated assumed take rate that is primarily developed based on our historical take rate

GENERAL MOTORS COMPANY AND SUBSIDIARIES

A 10% increase in the estimated take rate for all recall campaigns would increase the estimated cost by approximately $0.4 billion.

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A change in any of these factors affecting the estimate could have a significant effect on recorded sales incentives.

A 10% increase in the cost of incentives would increase the sales

GENERAL MOTORS COMPANY AND SUBSIDIARIES

incentive liability by approximately $0.2 billion.

A 10% increase in the cost of incentives would increase the sales incentive liability by approximately $0.4 billion.

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

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

At December 31, 2023, the weightings applied to the economic forecast scenarios considered resulted in an allowance for loan losses on the retail finance receivables portfolio of $2.3 billion.

At December 31, 2024, the weightings applied to the economic forecast scenarios considered resulted in an allowance for loan losses on the U.S.

retail finance receivables portfolio of $2.1 billion.

If the forecast economic conditions were based entirely on the weakest scenario considered, the allowance for loan losses would increase by $0.2 billion.

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Each leased asset in the portfolio represents a vehicle that GM Financial owns and has leased to a customer.

At the inception of a lease, an estimate is made of the expected residual value for the vehicle at the end of the lease term, which typically ranges from two to five years.

At the inception of a lease, an estimate is made of the expected residual value for the vehicle at the end of the lease term, which typically ranges from one to five years.

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table illustrates the effect of a 1% relative change in the estimated residual values at December 31, 2024, which could increase or decrease depreciation expense over the remaining term of the leased vehicle portfolio, holding all other assumptions constant (dollars in millions):

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If a decrease in residual values is concentrated among specific asset groups, the decrease could result in an immediate impairment charge.

GM Financial reviewed the leased vehicle portfolio for indicators of impairment and determined that no impairment indicators were present at December 31, 2023 or 2022.

GM Financial reviewed the leased vehicle portfolio for indicators of impairment and determined that no material impairment indicators were present at December 31, 2024 or 2023.

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

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pension plans.

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

As a result, the weighted-average long-term rate of Return on Assets (ROA) increased to 6.5% at December 31, 2024 from 6.3% at December 31, 2023.

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

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We apply the individual annual yield curve rates instead of the assumed discount rate to determine the service cost and interest cost, which more specifically links the cash flows related to service cost and interest cost to bonds maturing in their year of payment.

The Society of Actuaries (SOA) issued mortality improvement tables in the three months ended December 31, 2023.

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, 2023.

Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations.

The effects of actual results differing from assumptions and the changing of assumptions are included in unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods.

The effects of actual results differing from assumptions and the changing of assumptions are included in

GENERAL MOTORS COMPANY AND SUBSIDIARIES

unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods.

The unamortized pre-tax actuarial loss on our pension plans was $6.2 billion and $5.9 billion at December 31, 2024 and 2023.

The year-over-year change is primarily due to a decrease in discount rates and lower than expected asset returns.

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

The funded status of the U.S.

pension plans deteriorated in the year ended December 31, 2023 to $2.2 billion underfunded status from $0.1 billion overfunded status primarily due to:

(1) service and interest costs of $2.4 billion;

(2) the unfavorable effect of a decrease in discount rates of $1.3 billion;

and (3) the unfavorable effect of plan amendments of $0.8 billion;

partially offset by (4) the favorable effect of actual returns on plan assets of $1.8 billion;

and (5) contributions of $0.4 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

pension plans improved in the year ended December 31, 2024 to $1.8 billion underfunded status from $2.2 billion underfunded status primarily due to:

(1) favorable effect of an increase in discount rates of $1.4 billion;

(2) contributions of $0.5 billion;

and (3) favorable effect of actual return on plan assets of $0.5 billion;

partially offset by (4) service and interest costs of $2.2 billion.

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

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At December 31, 2024, valuation allowances against deferred tax assets were $6.5 billion.

Refer to Note 17 to our consolidated financial statements for additional information on the composition of these valuation allowances and information on the $870 million income tax benefit resulting from the release of valuation allowances against deferred tax assets in Korea.

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

Non-GAAP Measures We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance.

Our non-GAAP measures include:

earnings before interest and taxes (EBIT)-adjusted, presented net of noncontrolling interests;

earnings before income taxes (EBT)-adjusted for our GM Financial segment;

earnings per share (EPS)-diluted-adjusted;

effective tax rate-adjusted (ETR-adjusted);

return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow.

EBIT-adjusted, presented net of noncontrolling interests;

EBT-adjusted for our GM Financial segment;

EPS-diluted-adjusted;

ETR-adjusted;

ROIC-adjusted and adjusted automotive free cash flow.

Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

EBIT-adjusted (Most comparable GAAP measure:

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

For EBIT-adjusted and our other non-

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

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

Our corresponding measure for our GM Financial segment is 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.

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Automotive interest income (967) (1,109) (460)

Voluntary separation program(a) 1,035 — —

Buick dealer strategy(b) 569 511 —

Cruise restructuring(c) 478 — —

GM Korea wage litigation(d) (106) — 82

India asset sales(e) (111) — —

Cruise compensation modifications(f) — 1,057 —

Russia exit(g) — 657 —

Patent royalty matters(h) — (100) 250

GM Brazil indirect tax matters(i) — — 194

Cadillac dealer strategy(j) — — 175

China JV restructuring actions(a) 4,010 — —

Cruise restructuring(b) 1,103 478 —

Buick dealer strategy(c) 964 569 511

Restructuring actions(d) 200 — —

GMI plant wind down(e) 150 — —

Headquarters relocation(f) 64 — —

Voluntary separation program(g) — 1,035 —

GM Korea wage litigation(h) — (106) —

India asset sales(i) — (111) —

Cruise compensation modifications(j) — — 1,057

Russia exit(k) — — 657

Patent royalty matters(l) — — (100)

Total adjustments 6,491 1,865 2,125

EBIT-adjusted $ 14,934 $ 12,357 $ 14,474

(a) These adjustments were excluded because they relate to the acceleration of attrition as part of the cost reduction program announced in January 2023, primarily in the U.S.

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

(c) These adjustments were excluded because they relate to restructuring costs resulting from Cruise voluntarily pausing its driverless, supervised and manual AV operations in the U.S.

while it examines its processes, systems and tools.

The adjustments primarily consist of non-cash restructuring charges, supplier related charges and employee separation charges.

(d) These adjustments were excluded because of the unique events associated with Supreme Court of the Republic of Korea (Korea Supreme Court) decisions related to our salaried workers in 2021 and partial resolution of subcontractor matters in 2023.

(e) These adjustments were excluded because they relate to an asset sale resulting from our strategic decision in 2020 to exit India.

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

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

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

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

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

(a) These adjustments were excluded because they relate to the other-than-temporary impairment and our portion of restructuring charges recorded in equity earnings associated with our restructuring actions of Automotive China JVs.

(b) These adjustments were excluded because they relate to restructuring charges resulting from the plan to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, the indefinite delay of the Cruise Origin and the voluntarily pausing in 2023 of Cruise's driverless, supervised and manual AV operations in the U.S.

The adjustments primarily consist of non-cash restructuring charges, supplier-related charges and employee separation costs.

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

(d) These adjustments were excluded because they relate to employee separation charges primarily in North America.

(e) These adjustments were excluded because they relate to the wind down of our manufacturing operations in Colombia and Ecuador.

(f) These adjustments were excluded because they relate to the GM headquarters relocation, primarily consisting of accelerated depreciation.

(g) These adjustments were excluded because they relate to the acceleration of attrition as part of the cost reduction program announced in January 2023, primarily in the U.S.

(h) These adjustments were excluded because they relate to the partial resolution of subcontractor matters in Korea.

(i) These adjustments were excluded because they relate to an asset sale resulting from our strategic decision in 2020 to exit India.

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

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

8 unchanged sentences

Tax adjustments(c) — — (870) (0.64) (482) (0.33)

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

Return to (return from) preferred shareholders(d) (1,239) (1.10) — — 909 0.63

EPS-diluted-adjusted $ 11,963 $ 10.60 $ 10,513 $ 7.68 $ 11,044 $ 7.59

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

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

These adjustments were excluded because significant impacts of valuation allowances are not considered part of our core operations.

(d) This adjustment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the year ended December 31, 2022.

(d) This adjustment consists of a return to (return from) the preferred shareholders related to the redemption of Cruise preferred shares from noncontrolling interest holders in the years ended December 31, 2024 and 2022.

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

29 unchanged sentences

Average automotive debt and interest liabilities (excluding finance leases) 16.1 16.2 17.6

Average automotive net pension & OPEB liability 8.1 9.4 15.8

Average automotive net pension and OPEB liability 9.4 8.1 9.4

Average automotive net income tax asset (22.7) (21.1) (21.2)

12 unchanged sentences

(1) our ability to deliver new products, services, technologies and customer experiences in response to increased competition and changing consumer needs and preferences;

(2) our ability to timely fund and introduce new and improved vehicle models, including electric vehicles, that are able to attract a sufficient number of consumers;

(3) our ability to profitably deliver a strategic portfolio of electric vehicles that will help drive consumer adoption;

(2) our ability to attract and retain talented and highly skilled employees;

(3) our ability to timely fund and introduce new and improved vehicle models, including EVs, that are able to attract a sufficient number of consumers;

(4) our ability to profitably deliver a strategic portfolio of EVs;

(5) our long-term strategy is dependent on consumer adoptions of EVs;

(6) the success of our current line of ICE vehicles, particularly our full-size SUVs and full-size pickup trucks;

(7) our highly competitive industry, which has been historically characterized by excess manufacturing capacity and the use of incentives, and the introduction of new and improved vehicle models by our competitors;

(6) the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of AVs, including the various regulatory approvals and permits required for operating driverless AVs in multiple markets;

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

(8) the unique technological, operational, regulatory and competitive risks related to our recently announced plans to refocus our AV strategy on personal vehicles;

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

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

2 unchanged sentences

(13) the success of our ongoing strategic business relationships, particularly with respect to facilitating access to raw materials necessary for the production of EVs, and of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control;

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

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

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

2 unchanged sentences

(17) pandemics, epidemics, disease outbreaks and other public health crises;

(18) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

(17) our ability to manage risks related to security breaches, cyberattacks and other disruptions to our information technology systems and networked products, including connected vehicles and in-vehicle systems;

rights are not sufficient to prevent competitors from developing or selling those products or services;

(19) our ability to manage risks related to security breaches, cyberattacks and other disruptions to our information technology systems and networked products, including connected vehicles;

(20) our ability to manage security breaches and other disruptions to our in-vehicle systems;

(21) our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the personal information of our customers, employees or suppliers;

(19) our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those relating to fuel economy, emissions and autonomous vehicles;

(22) our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those relating to fuel economy, emissions and AVs;

(23) costs and risks associated with litigation and government investigations;

9 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis