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Item 8. Financial Statements and Supplementary Data

2025-01-28 compared with 2024-01-30 · 407 added, 268 removed, 1427 unchanged (32% of the section changed)

47 unchanged sentences

Current Assets

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

Cash and cash equivalents (Note 4) $ 19,872 $ 18,853

Marketable debt securities (Note 4) 7,265 7,613

2 unchanged sentences

GM Financial receivables, net of allowance of $ 991 and $ 906 (Note 5;

Note 11 at VIEs)

46,362 39,076

1 unchanged sentence

Other current assets (Note 4;

Note 11 at VIEs) 7,238 6,825

Note 11) 7,655 7,238

Total current assets 108,545 101,618

1 unchanged sentence

GM Financial receivables, net of allowance of $ 1,467 and $ 1,438 (Note 5;

Note 11 at VIEs)

46,474 45,043

3 unchanged sentences

Equipment on operating leases, net (Note 7;

Note 11 at VIEs) 30,582 32,701

Note 11) 31,586 30,582

Deferred income taxes (Note 17) 21,254 22,339

Other assets (Note 4;

Note 11 at VIEs) 7,686 9,386

Note 11) 8,346 7,686

Total non-current assets 171,216 171,446

5 unchanged sentences

Automotive 2,141 428

GM Financial (Note 11 at VIEs) 38,540 36,819

GM Financial (Note 11) 37,291 38,540

Accrued liabilities (Note 12) 31,154 27,364

3 unchanged sentences

Automotive 13,327 15,985

GM Financial (Note 11 at VIEs) 66,788 60,036

GM Financial (Note 11) 76,973 66,788

Postretirement benefits other than pensions (Note 15) 3,990 4,345

26 unchanged sentences

Foreign currency remeasurement and transaction (gains) losses ( 321 ) 349 172

Undistributed earnings of nonconsolidated affiliates, net 245 193 ( 517 )

Undistributed earnings and impairment of nonconsolidated affiliates, net 4,118 245 193

Pension contributions and OPEB payments ( 1,518 ) ( 1,100 ) ( 790 )

42 unchanged sentences

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

Purchase of common stock (Note 20) ( 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

5 unchanged sentences

Other comprehensive income (loss) — — — ( 1,006 ) ( 131 ) ( 1,137 ) —

Issuance (redemption) of subsidiary stock (Note 20) — 973 — — ( 1,074 ) ( 101 ) —

Purchase of common stock (Note 20) ( 2 ) 245 ( 7,307 ) — — ( 7,064 ) —

11 unchanged sentences

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

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

We also provide automotive financing services through GM Financial.

1 unchanged sentence

GMNA, GMI, Cruise and GM Financial.

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

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

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.

2 unchanged sentences

Certain columns and rows may not add due to rounding.

Throughout this report, we refer to General Motors Company and its consolidated subsidiaries in a simplified manner and on a collective basis, using words like "we", "our", "us" and "the Company." This drafting style is suggested by the SEC and is not meant to indicate that General Motors Company, the publicly traded parent company, or any particular subsidiary of the parent company, owns or operates any particular asset, business or property.

The operations and businesses described in this report are owned and operated by distinct subsidiaries of General Motors Company.

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

17 unchanged sentences

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

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

1 unchanged sentence

When our customers have a right to return eligible parts and accessories, we consider the returns in our estimation of the transaction price.

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

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Research and Development Expenditures Research and development expenditures, which are expensed as incurred in Automotive and other cost of sales, were $ 9.2 billion, $ 9.9 billion and $ 9.8 billion in the years ended December 31, 2024, 2023 and 2022.

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

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

These expenditures include cost sharing payments and fees we receive when we enter into cost sharing arrangements with third parties or nonconsolidated affiliates for product-related research, engineering, design and development activities and use of intellectual property.

Cash Equivalents and Restricted Cash Cash equivalents are defined as short-term, highly-liquid investments with original maturities of 90 days or less.

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Restricted cash is included in Other current assets and Other assets in the consolidated balance sheets.

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Fair Value Measurements A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements.

2 unchanged sentences

Level 1 – Quoted prices for identical instruments in active markets;

Level 2 – Quoted prices for similar instruments

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose significant inputs are observable;

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose significant inputs are observable;

and Level 3 – Instruments whose significant inputs are unobservable.

25 unchanged sentences

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 .

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

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

2 unchanged sentences

The estimate of the residual value is evaluated over the life of the arrangement and adjustments may be made to the extent the expected value of the vehicle changes.

Adjustments may be in the form of revisions to the depreciation rate or recognition of an impairment charge.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Adjustments may be in the form of revisions to the depreciation rate or recognition of an impairment charge.

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.

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

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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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.

entitled to certain advanced manufacturing production credits under the IRA.

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 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.

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

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

At December 31, 2024, cash incentives receivable in Accounts and notes receivable, net of allowance was $ 343 million, cash incentives credited to Property, net were $ 480 million, cash incentives receivable in Other assets was $ 292 million and deferred incentive income in Other liabilities was $ 212 million.

In the year ended December 31, 2024, we recognized $ 524 million in Automotive and other cost of sales associated with incentives.

Current agreements expire at various dates through 2032 and we consider the risk that any amounts recognized will be returned to be remote.

Emissions Credits We periodically enter into agreements to purchase credits to facilitate our compliance with emission and fuel economy regulations.

Purchased credits are recorded at cost in Other current assets and Other assets and are recognized in expense over the periods in which the acquired credits facilitate our compliance with emission and fuel economy regulations.

In the years ended December 31, 2024, 2023 and 2022, we paid $ 2.0 billion, $ 0.5 billion and $ 1.0 billion to purchase credits to facilitate our compliance with regulations.

At December 31, 2024 and 2023, the carrying amount of acquired credits were $ 2.1 billion and $ 1.0 billion.

Compliance-related costs of $ 1.0 billion, $ 0.7 billion and $ 0.5 billion were recorded in Automotive and other costs of sales in the years ended December 31, 2024, 2023 and 2022.

Pension and OPEB Plans

9 unchanged sentences

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

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

The benefit obligation for pension plans in Canada, the United Kingdom (UK) and Germany represents 89 % of the non-U.S.

pension benefit obligation at December 31, 2024.

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

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

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

Cash Equivalents and Other Short-Term Investments Cash equivalents, including reverse repurchase agreements, trade deposits and other short-term investments, are valued based on pricing received from independent pricing services, dealers who

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

make markets in such securities or held at amortized cost.

Cash equivalent pricing utilizes observable inputs and are classified in Level 2.

Common and Preferred Stock Common and preferred stock for which market prices are readily available at the measurement date are valued at the last reported sale price or official closing price on the primary market or exchange on which they are actively traded and are classified in Level 1.

1 unchanged sentence

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

9 unchanged sentences

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.

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

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

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

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

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

In April 2024, substantially all remaining outstanding unvested Cruise RSUs were exchanged by participants for unvested cash payment rights.

The remaining outstanding Cruise RSUs are insignificant and are presented in permanent equity.

Prior to the April 2024 modification, compensation cost was recorded on stock issued to settle awards based on the fair value of Cruise's common stock until such time that the stock had been issued for more than six months.

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

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The estimated costs related to recall campaigns are accrued when probable and estimable.

In GMNA, we estimate the costs related to recall campaigns by applying a paid loss approach that considers the number of historical recall campaigns and the estimated cost for each recall campaign.

In GMNA, we estimate the costs related to recall campaigns by applying a paid loss approach that considers the number of historical recall campaigns and the

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

estimated cost for each recall campaign.

The estimated costs associated with recall campaigns in other geographical regions are determined using the estimated costs of repairs and the estimated number of vehicles to be repaired.

4 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax laws or rates is recorded in the results of operations in the period that includes the enactment date under the law.

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

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

13 unchanged sentences

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, 2023, 2022 and 2021 were losses of $ 349 million, losses of $ 172 million and insignificant gains.

Foreign currency transactions and remeasurements in the years ended December 31, 2024, 2023 and 2022 were gains of $ 321 million, losses of $ 349 million and losses of $ 172 million.

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

5 unchanged sentences

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

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.

The risks being hedged are foreign currency and commodity price risks related to forecasted transactions that are generally expected to occur in the next 12 months.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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.

5 unchanged sentences

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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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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.

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

The following table disaggregates our revenue by major source :

Year Ended December 31, 2024

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Net sales and revenue $ 141,445 $ 15,949 $ 273 $ 157,667 $ 102 $ 14,225 $ ( 151 ) $ 171,842

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Year Ended December 31, 2022

9 unchanged sentences

Net sales and revenue $ 128,378 $ 15,420 $ 177 $ 143,974 $ 102 $ 12,766 $ ( 107 ) $ 156,735

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

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We expect to recognize revenue of $ 2.2 billion, $ 1.4 billion and $ 3.0 billion in the years ending December 31, 2025, 2026 and thereafter related to contract liabilities at December 31, 2024.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Marketable and Other Securities

12 unchanged sentences

government and agencies 2 $ 3,082 $ 3,495

Corporate debt 2 3,274 5,147

Corporate debt and other 2 3,592 3,529

Mortgage and asset-backed 2 591 589

Sovereign debt 2 255 2,108

Total available-for-sale debt securities – marketable securities $ 7,265 $ 7,613

9 unchanged sentences

Proceeds from the sale of available-for-sale debt securities sold prior to maturity were $ 2.5 billion, $ 2.1 billion and $ 1.8 billion in the years ended December 31, 2024, 2023 and 2022.

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.

Available-for-sale debt securities had net unrealized gains of $ 86 million and $ 196 million in the years ended December 31, 2024 and 2023 and net unrealized losses of $ 319 million in the year ended December 31, 2022.

Cumulative unrealized losses on available-for-sale debt securities were $ 74 million and $ 160 million at December 31, 2024 and 2023.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

4 unchanged sentences

Total $ 22,964 $ 21,917

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

GM Financial Receivables and Transactions

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Recoveries 903 768 686

Effect of foreign currency 76 9 ( 17 )

Effect of foreign currency and other ( 61 ) 76 9

Allowance for loan losses at end of period $ 2,458 $ 2,344 $ 2,096

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

The allowance for loan losses as a percentage of finance receivables was 2.6 % and 2.7 % at December 31, 2024 and 2023.

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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Sub-prime – FICO score less than 620 3,399 2,059 1,546 1,141 543 322 9,008 11.8 %

Retail finance receivables, net of fees $ 30,253 $ 20,259 $ 12,670 $ 6,842 $ 2,000 $ 707 $ 72,729 100.0 %

Retail finance receivables $ 31,101 $ 20,100 $ 12,802 $ 7,642 $ 3,575 $ 847 $ 76,066 100.0 %

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Sub-prime – FICO score less than 620 3,079 2,397 1,884 1,010 573 257 9,200 12.6 %

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

Retail finance receivables $ 30,253 $ 20,259 $ 12,670 $ 6,842 $ 2,000 $ 707 $ 72,729 100.0 %

GM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity.

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Finance receivables more than 30 days delinquent or in repossession 519 689 595 464 225 136 2,628 3.5 %

Retail finance receivables, net of fees $ 30,253 $ 20,259 $ 12,670 $ 6,842 $ 2,000 $ 707 $ 72,729 100.0 %

Retail finance receivables $ 31,101 $ 20,100 $ 12,802 $ 7,642 $ 3,575 $ 847 $ 76,066 100.0 %

Year of Origination December 31, 2023

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Finance receivables more than 30 days delinquent or in repossession 437 657 572 308 175 108 2,257 3.1 %

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

Retail finance receivables $ 30,253 $ 20,259 $ 12,670 $ 6,842 $ 2,000 $ 707 $ 72,729 100.0 %

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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

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

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Consolidated Balance Sheets(a)

Commercial finance receivables, net due from GM consolidated dealers $ 164 $ 187

Receivables due from Cruise $ 353 $ 113

Subvention receivable(b) $ 508 $ 469

Commercial loan funding payable $ 55 $ 105

Commercial finance receivables due from GM consolidated dealers $ 279 $ 164

Commercial finance receivables due from Cruise $ 395 $ 353

Subvention receivable from GM(b) $ 360 $ 508

Commercial loan funding payable to GM $ 100 $ 55

Years Ended December 31,

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(b) Our Automotive segments made cash payments to GM Financial for subvention of $ 3.8 billion, $ 3.5 billion and $ 2.4 billion in the years ended December 31, 2024, 2023 and 2022.

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.

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.

December 31, 2024 December 31, 2023

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Total inventories $ 14,564 $ 16,461

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

Inventories are reflected net of allowances totaling $ 2.0 billion and $ 2.2 billion, of which $ 1.4 billion and $ 1.9 billion are EV-related, to remeasure inventory on-hand to net realizable value at December 31, 2024 and 2023.

Operating Leases

Our portfolio of leases primarily consists of real estate office space, manufacturing and warehousing facilities, land and equipment.

Operating Leases Our portfolio of leases primarily consists of real estate office space, manufacturing and warehousing facilities, land and equipment.

Certain leases contain escalation clauses and renewal or purchase options, and generally our leases have no residual value guarantees or material covenants.

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Variable lease costs were insignificant in the years ended December 31, 2024, 2023 and 2022.

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.

At December 31, 2024 and 2023, operating lease right of use assets in Other assets were $ 919 million and $ 979 million, operating lease liabilities in Accrued liabilities were $ 254 million and $ 264 million and non-current operating lease liabilities in Other liabilities were $ 961 million and $ 907 million.

Operating lease right of use assets obtained in exchange for lease obligations were $ 368 million and $ 225 million in the years ended December 31, 2024 and 2023.

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The weighted-average discount rate was 4.6 % and 4.3 % and the weighted-average remaining lease term was 5.9 years and 6.0 years at December 31, 2024 and 2023.

Payments for operating leases included in Net cash provided by

Payments for operating leases included in Net cash provided by (used in) operating activities were $ 416 million, $ 359 million and $ 314 million in the years ended December 31, 2024, 2023 and 2022.

Lease agreements that have not yet commenced were $ 746 million at December 31, 2024.

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(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

Equipment on operating leases primarily consists of leases to retail customers of GM Financial.

Equipment on Operating Leases Equipment on operating leases primarily consists of leases to retail customers of GM Financial.

December 31, 2024 December 31, 2023

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Years Ending December 31,

2024 2025 2026 2027 2028 Thereafter Total

2025 2026 2027 2028 2029 Total

Lease receipts under operating leases $ 5,195 $ 3,371 $ 1,257 $ 135 $ 1 $ 9,959

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Revenue and expenses of our joint ventures are not consolidated into our financial statements;

rather, our proportionate share of the earnings of each joint venture is reflected as Equity income.

rather, our proportionate share of the earnings of each joint venture is reflected as Equity income (loss) or Automotive and other cost of sales.

Years Ended December 31,

2024 2023 2022

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

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

Automotive China JVs equity income (loss) $ ( 4,407 ) $ 446 $ 677

Ultium Cells Holdings LLC equity income (loss)(a) 975 293 8

Other joint ventures equity income (loss) ( 268 ) 34 151

Total Equity income (loss) $ ( 3,701 ) $ 773 $ 837

(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, 2024 December 31, 2023

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

Automotive China JVs carrying amount $ 1,474 $ 6,373

Ultium Cells Holdings LLC carrying amount 3,749 2,268

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SAIC Financial Holdings Company, a subsidiary of SAIC, owns 45 % of SAIC-GMF Leasing Co., Ltd.

Impairment Charges Our Automotive China JVs generated an equity loss of $ 4.4 billion in the year ended December 31, 2024, which includes $ 2.0 billion of impairments and restructuring-related charges recorded by certain of the China JVs and a $ 2.1 billion other-than-temporary impairment charge to write down certain of our automotive investments to their fair values.

In response to intense competition in a market with significant excess capacity and an increasingly challenging regulatory environment related to emissions, fuel consumption and NEVs, we and our JV partners are restructuring our operations in China.

The charges recorded by the China JVs were primarily related to asset impairments associated with plant closures and portfolio optimization actions and the recognition of a valuation allowance on deferred tax assets.

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

Fair Value Measurements In performing our impairment testing, we utilize a third-party valuation specialist to assist in determining the fair values of our investments based on valuation techniques using the best available information.

The fair values of the investments in the China JVs are estimated based on their discounted cash flows (income approach).

We make significant assumptions and estimates about the extent and timing of future cash flows, growth rates, market share and discount rates that represent unobservable, Level 3, inputs into our valuation methodologies.

Where available and as appropriate, comparative market multiples are used to corroborate the results of the discounted cash flow method.

The investment balance for SGM, SGM Norsom, SGM DY and SGM DYPT that was tested for impairment was $ 2.4 billion and the estimated key assumptions utilized in our impairment testing were:

16.5 % discount rate;

0.5 % long-term growth rate;

passenger vehicle industry volumes of 23.3 - 24.0 million and a market share of 2.0 - 2.2 % in 2024 through 2028.

The investment balance for SAIC-GMAC that was tested for impairment was $ 1.5 billion and the estimated key assumptions utilized in our impairment testing were:

13.0 % discount rate;

3.5 % long-term growth rate;

and alignment with the Automotive China JVs on vehicle volumes and market share.

The discount rate considered various factors including bond yields, cost of equity, risk premiums and tax rates;

the terminal values were determined using a growth model that applied an investee's long-term growth rate to its projected cash flows beyond the forecast period;

and industry volumes and market share included annual estimates through the forecast period.

In addition, minimum operating cash needs that incorporate specific business, economic and regulatory factors giving rise to varying cash needs were estimated.

Our fair value estimates assume the achievement of the future financial results

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

contemplated in our forecasted cash flows which is subject to significant uncertainties.

There is no assurance that anticipated financial results will be achieved.

Summarized Financial Data of Nonconsolidated Affiliates

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Total net sales $ 27,285 $ 35,746 $ 37,886

Automotive China JVs' net income $ 1,122 $ 1,407 $ 2,109

Automotive China JVs' net income (loss) $ ( 4,466 ) $ 1,122 $ 1,407

Others' net income 1,315 771 426

Total net income $ 1,893 $ 1,833 $ 2,696

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Total net income (loss) $ ( 3,151 ) $ 1,893 $ 1,833

Transactions with Nonconsolidated Affiliates Our nonconsolidated affiliates are involved in various aspects of the development, production and marketing of trucks, crossovers, cars and automobile parts.

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Undistributed earnings $ 6 $ 1,719

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Estimated Useful Lives in Years December 31, 2024 December 31, 2023

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The amount of capitalized software included in Property, net was $ 2.3 billion and $ 2.2 billion at December 31, 2024 and 2023.

The amount of interest capitalized and excluded from Automotive interest expense related to Property, net was insignificant in the years ended December 31, 2023, 2022 and 2021.

The amount of interest capitalized and excluded from Automotive interest expense was $ 215 million in the year ended December 31, 2024 and insignificant in the years ended December 31, 2023 and 2022.

Years Ended December 31,

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Depreciation and amortization expense $ 6,466 $ 6,719 $ 6,297

Impairment charges $ 115 $ 12 $ —

Capitalized software amortization expense(a) $ 705 $ 614 $ 515

(a) Included in Depreciation and amortization expense.

Impairment charges(a) $ 635 $ 115 $ 12

Capitalized software amortization expense(b) $ 798 $ 705 $ 614

(a) In the year ended December 31, 2024, we recognized impairment charges primarily related to the indefinite delay of the Cruise Origin.

(b) Included in Depreciation and amortization expense.

Goodwill and Intangible Assets

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In the three months ended December 31, 2024, we performed a goodwill impairment test for Cruise and determined that the goodwill was not impaired.

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December 31, 2024 December 31, 2023

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Our amortization expense related to intangible assets was $ 146 million, $ 114 million and $ 139 million in the years ended December 31, 2024, 2023 and 2022.

In the year ended December 31, 2024, we recorded $ 142 million of impairment charges related to the write-off of technology and intellectual property associated with Cruise.

Amortization expense related to intangible assets is estimated to be approximately $ 141 million in each of the next five years.

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Variable Interest Entities

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Restricted cash – non-current

GM Financial receivables, net of fees – current

GM Financial receivables – current

$ 27,631 $ 22,990

GM Financial receivables, net of fees – non-current

GM Financial receivables – non-current

$ 27,619 $ 23,535

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Nonconsolidated VIEs

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

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

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arrangements.

Nonconsolidated VIEs primarily include our battery cell manufacturing joint ventures to which we provided financial support to ensure that our supply needs for production are met or are not disrupted.

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

The carrying amounts of assets were approximately $ 4.3 billion and $ 2.4 billion and liabilities were insignificant related to our nonconsolidated VIEs at December 31, 2024 and 2023.

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.

Our maximum exposure to loss as a result of our involvement with these VIEs was $ 7.0 billion and $ 3.5 billion, inclusive of $ 2.3 billion and $ 0.8 billion in committed capital contributions to our battery cell manufacturing joint ventures, at December 31, 2024 and 2023.

Our maximum exposure to loss, and required capital contributions, could vary depending on our battery cell joint ventures' 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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Accrued and Other Liabilities

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Payrolls and employee benefits excluding postemployment benefits 3,221 3,099

Other 12,113 11,268

Other(a) 12,737 12,113

Total accrued liabilities $ 31,154 $ 27,364

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Postemployment benefits including facility idling reserves 154 151

Other 3,909 3,740

Other(a) 4,265 3,909

Total other liabilities $ 17,836 $ 16,515

(a) Includes amounts related to product liability, breach of warranty and other legal and environmental-related accruals of $ 3.4 billion and $ 2.9 billion at December 31, 2024 and 2023 .

Years Ended December 31,

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(a) The current portion of supplier recoveries is recorded in Accounts and notes receivable, net of allowance and the non-current portion is recorded in Other assets.

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Years Ended December 31,

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$ 5,452 $ 4,778 $ 2,592

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 for additional information.

For estimates related to reasonably possible losses in excess of amounts accrued for recall campaigns, refer to Note 16 for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Automotive The following table presents debt in our automotive operations:

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(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.

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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.

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 The following table presents debt of GM Financial:

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At the end of the revolving period, if not renewed, the debt of revolving credit facilities will amortize over a defined period.

In the year ended December 31, 2023, GM Financial renewed revolving credit facilities with total borrowing capacity of $ 20.8 billion and issued $ 23.6 billion in aggregate principal amount of securitization notes payable with an initial weighted-average interest rate of 5.60 % and maturity dates ranging from 2023 to 2036.

In the year ended December 31, 2024, GM Financial renewed revolving credit facilities with total borrowing capacity of $ 27.4 billion and issued $ 24.8 billion in aggregate principal

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amount of securitization notes payable with an initial weighted-average interest rate of 5.30 % and maturity dates ranging from 2024 to 2037.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt.

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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

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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 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.

No technical defaults or covenant violations existed at December 31, 2024.

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Derivative Financial Instruments

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

Automotive The following table presents the gross fair value amounts of derivative financial instruments and the associated notional amounts in our automotive operations:

Fair Value Level December 31, 2024 December 31, 2023

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Fair value hedges

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

Interest rate swaps(b) 2 $ 4,405 $ 13 $ 61 $ 670 $ 38 $ 4

Cash flow hedges(c)

Foreign exchange contracts 2 6,555 190 124 809 6 12

Commodity contracts 2 2,323 24 103 528 17 17

Total derivative financial instruments $ 13,283 $ 227 $ 288 $ 2,007 $ 60 $ 32

(a) The gains/losses included in our consolidated income statements and consolidated statements of comprehensive income for the years ended December 31, 2024, 2023 and 2022 were insignificant.

(b) Amounts accrued for interest payments in a net receivable position are included in Other assets.

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

(c) The effect of cash flow hedges recognized in the consolidated statements of comprehensive income were insignificant for the years ended December 31, 2024, 2023 and 2022.

The effect of cash flow hedges reclassified from Accumulated other comprehensive loss to the consolidated income statements were insignificant for the years ended December 31, 2024, 2023 and 2022.

We expect to recognize insignificant revenues and costs of goods sold over the next 12 months related to amounts included in Accumulated other comprehensive loss.

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.

The following amounts were recorded in the consolidated balance sheets related to items designated and qualifying as hedged items in fair value hedging relationships:

December 31, 2024 December 31, 2023

Carrying Amount of Hedged Items Cumulative Amount of Fair Value Hedging Adjustments Carrying Amount of Hedged Items Cumulative Amount of Fair Value Hedging Adjustments

Short-term unsecured debt $ — $ — $ — $ —

Long-term unsecured debt 4,405 48 670 ( 34 )

Automotive unsecured debt $ 4,405 $ 48 $ 670 $ ( 34 )

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GM Financial 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, 2024 December 31, 2023

Notional Fair Value of Assets Fair Value of Liabilities Notional Fair Value of Assets Fair Value of Liabilities

Derivatives designated as hedges(a)

Fair value hedges

Interest rate swaps(b) 2 $ 36,145 $ 32 $ 621 $ 18,379 $ 75 $ 238

Cash flow hedges

Interest rate swaps 2 1,873 35 4 2,381 17 16

Foreign currency swaps(b) 2 8,003 144 311 6,852 — 586

Foreign currency swaps(c) 2 8,363 80 508 8,003 144 311

Derivatives not designated as hedges(a)

Interest rate contracts 2 123,346 833 1,294 134,683 1,573 1,997

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

Total derivative financial instruments(d) $ 169,727 $ 981 $ 2,427 $ 163,446 $ 1,809 $ 2,563

(a) The gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December 31, 2024 , 2023 and 2022 were insignificant, unless otherwise noted.

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

(b) 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.

(b) The effect of fair value hedges in the consolidated income statements include losses of $ 200 million, an insignificant loss and an insignificant gain for the years ended December 31, 2024 , 2023 and 2022.

(c) The effect of foreign currency cash flow hedges in the consolidated statements of comprehensive income include losses of $ 375 million, gains of $ 139 million and losses of $ 529 million recognized in Accumulated other comprehensive loss and losses of $ 422 million, gains of $ 92 million and losses of $ 578 million reclassified from Accumulated other comprehensive loss into income for the years ended December 31, 2024, 2023 and 2022.

(d) GM Financial held $ 190 million and $ 457 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $ 1.2 billion of collateral to counterparties available for netting against GM Financial's liability positions at December 31, 2024 and 2023.

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GM Financial unsecured debt $ 36,664 $ 1,281 $ 33,551 $ 1,029

(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.

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(a) Includes $ 719 million and $ 872 million of unamortized losses remaining on hedged items for which hedge accounting has been discontinued at December 31, 2024 and 2023.

Pensions and Other Postretirement Benefits

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

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

locations are generally based on years of

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service and compensation history.

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

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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.

These changes increased our pension obligation by $ 791 million for the year ended December 31, 2023.

In the three months ended December 31, 2024, we completed a $ 699 million annuity purchase for salaried retirees in the U.S.

This resulted in an insignificant non-operating pension settlement.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Total recorded in Accumulated other comprehensive loss $ ( 4,700 ) $ ( 2,359 ) $ ( 157 ) $ ( 4,165 ) $ ( 2,634 ) $ ( 324 )

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.

In the year ended December 31, 2024, the actuarial gain included in the benefit obligations was primarily due to 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 discount rates.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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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 ROA increased from 6.3 % at December 31, 2023 to 6.5 % at December 31, 2024.

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

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Total 100 % 100 % 100 % 100 %

(a) Primarily includes private equity, real estate and absolute return strategies, which mainly consist of hedge funds.

(a) Primarily includes private equity, real estate and absolute return strategies, which mainly consis t of hedge funds.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Corporate and other debt securities — 15,155 — 15,155 — 20,957 3 20,960

Other investments, net(b) 545 ( 269 ) 328 604 125 60 254 439

Other investments, net(b)(c) ( 75 ) ( 3,662 ) 389 ( 3,348 ) 545 ( 269 ) 328 604

Net plan assets subject to leveling $ ( 60 ) $ 23,221 $ 389 23,550 $ 1,395 $ 30,510 $ 331 32,236

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Total plan assets measured at net asset value 15,641 11,162

Other plan assets (liabilities), net(c) ( 1,111 ) ( 736 )

Other plan assets (liabilities), net(d) ( 893 ) ( 1,111 )

Net plan assets $ 38,298 $ 42,287

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Corporate and other debt securities — 2,336 8 2,344 — 2,738 7 2,745

Other investments, net(b)(d) ( 4 ) ( 55 ) 43 ( 16 ) 24 ( 70 ) 84 38

Other investments, net(b)(c) 8 ( 151 ) 35 ( 108 ) ( 4 ) ( 55 ) 43 ( 16 )

Net plan assets subject to leveling $ 106 $ 4,447 $ 48 4,601 $ 156 $ 4,993 $ 50 5,199

4 unchanged sentences

Total plan assets measured at net asset value 4,398 4,477

Other plan assets (liabilities), net(c) 143 108

Other plan assets (liabilities), net(d) 122 143

Net plan assets $ 9,121 $ 9,819

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(b) Includes net derivative assets (liabilities).

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

(d) Level 2 Other investments, net includes Canadian repurchase agreements of approximately $ 137 million and $ 150 million at December 31, 2023 and 2022.

reverse repurchase agreements at December 31, 2024, and approximately $ 185 million and $ 137 million of Canadian reverse repurchase agreements at December 31, 2024 and 2023.

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

The activity attributable to U.S.

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We accrue for matters when we believe that losses are probable and can be reasonably estimated.

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 a loss is probable or reasonably possible or to estimate the size or range of the possible loss.

At December 31, 2024 and 2023, we had accruals of $ 1.1 billion and $ 1.2 billion for such legal actions in Accrued liabilities and Other liabilities.

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

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of the potential loss.

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.

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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.

We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately $ 86 million at December 31, 2023.

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

While GM Korea's appeals were pending in the Supreme Court of the Republic of Korea (Korea Supreme Court), GM Korea hired certain of its subcontract workers as full-time employees.

During the third quarter of 2024, the Korea Supreme Court issued its decisions with respect to the appeal.

While the Korea Supreme Court ruled against GM Korea on most of the appeals, the Korea Supreme Court ruled in favor of GM Korea with regard to certain subcontract workers.

At December 31, 2024, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was insignificant.

We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be insignificant at December 31, 2024.

Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings are pending against us or our related companies or joint ventures, including, but not limited to, matters arising out of alleged product defects;

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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.

and Canada alleging that various vehicles sold, including model year 2011–2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal and state laws because they release more emissions than a reasonable customer would expect.

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

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

In August 2024, the Sixth Circuit reversed the dismissal in one of the cases.

In October 2024, a panel of the Sixth Circuit vacated the judgment in favor of GM in one of the class actions, but a different panel has yet to rule in the other class action.

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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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 plan to 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 one of the certified class action proceedings.

While many of these proceedings have been dismissed or have been settled for insignificant amounts, several remain outstanding.

In October 2022, we received an adverse jury verdict in a certified class action proceeding involving three states.

We have reached an agreement in principle to resolve these matters and have accrued an immaterial amount related to these proceedings.

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

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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.

In October 2024, a panel of the Sixth Circuit affirmed certification of these state subclasses;

in December 2024, the Sixth Circuit granted our petition for rehearing en banc.

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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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.

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.

We reached an agreement to settle this matter on terms consistent with our accrual and the settlement agreement is pending final court approval.

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.

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.

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

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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, 2024, our remaining accrual for these matters was $ 555 million, and we believe the currently accrued amount remains reasonable.

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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 U.S., Canada and 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.

and Canada, 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.

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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.

On July 31, 2024, NHTSA issued a Supplemental Initial Decision reaffirming its September 2023 Initial Decision and reopening the administrative record to additional public comments.

The Initial Decision and the Supplemental Initial Decision are primarily 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.

On December 13, 2024, NHTSA issued a memorandum indicating that, based on the public comments it had received to date, the agency would be "conducting additional investigation of the issues related to the Supplemental Initial Decision." As indicated in GM's filed comments 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.

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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.

Accordingly, as of December 31, 2024, we had accrued a total of $ 2.6 billion and recognized receivables totaling $ 1.6 billion in connection with these matters.

At December 31, 2024, our remaining accrual for these matters was $ 0.3 billion.

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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.

GM has agreed to settle the U.S.

class actions for an immaterial amount and the settlement agreement is pending final court approval.

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

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

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

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 $ 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.

European Commission and UK Competition and Markets Authority Matter In March 2022, the European Commission and UK Competition and Markets Authority (CMA) conducted inspections at the premises of, and sent out formal requests for information to, several companies and associations active in the automotive sector.

The investigations concern conduct related to coordination regarding the collection, treatment and recovery of end-of-life cars and vans, which are considered waste.

GM was not the subject of the inspections but has since received requests for information related to activities conducted by Opel, a former subsidiary business we sold to Stellantis in 2017.

GM has replied to the European Commission's and CMA's requests for information.

The inspections and requests for information are preliminary investigatory steps and do not prejudge the outcome of the investigations, and as of December 31, 2024, we had accrued an immaterial amount related to this matter.

If an infringement is established as to Opel's conduct, there are a range of possible outcomes, including fines, which could be material.

Privacy and Consumer Protection Matters There are putative class actions pending against GM in federal courts in the U.S.

alleging violations of state and federal privacy and consumer protection laws related to the collection and use of certain consumer data obtained through our former OnStar Smart Driver product.

In June 2024, those class actions were consolidated into a multi-district litigation proceeding in the Northern District of Georgia.

In addition, a number of federal and state agencies and attorneys general have opened investigations or made inquiries of us relating to these alleged consumer protection and privacy issues.

The Company is fully cooperating with these agencies and attorneys general.

At this stage, we are not able to estimate any reasonably possible or probable material loss or range of loss that may result from these actions.

Product Liability and Breach of Warranty We record liabilities related to product liability claims in Accrued liabilities and Other liabilities 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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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.

We believe that any judgment against us involving our products for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage.

We are also subject to breach of warranty claims resulting from state and federal consumer protection laws which allow consumers to hold manufacturers legally responsible for "breaches" of implied or express warranties.

Claims can include but are not limited to a refund, a replacement vehicle, a recovery of legal and administrative fees or other monetary damages.

Losses that we believe to be probable and estimable based on evaluation of historical transactions are included in Accrued liabilities and Other liabilities and are reviewed regularly for adequacy.

We believe that any judgment against us involving our warranties for actual damages will be adequately covered by our recorded accruals.

Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures.

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We are also exposed to residual value guarantees associated with certain sales to rental car companies.

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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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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).

Our outstanding eligible balances under our supplier finance programs were $ 0.9 billion and $ 1.3 billion at December 31, 2024 and 2023, which are recorded in Accounts payable (principally trade).

The following table represents the change in the supplier finance program obligation (dollars in billions):

Year Ended December 31, 2024

Confirmed obligations outstanding at the beginning of the year $ 1.3

Invoices confirmed during the year 11.8

Confirmed paid during the year ( 12.2 )

Confirmed obligations outstanding at the end of the year $ 0.9

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Years Ended December 31,

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Taxes have not been provided on basis differences in investments primarily as a result of earnings in foreign subsidiaries which are deemed indefinitely reinvested of $ 6.1 billion and $ 4.3 billion at December 31, 2024 and 2023.

We have indefinitely reinvested basis differences related to investments in non-consolidated China JVs of $ 3.4 billion at December 31, 2023 and 2022 as a result of fresh-start reporting.

We have indefinitely reinvested basis differences related to investments in non-consolidated China JVs of $ 1.4 billion and $ 3.4 billion at December 31, 2024 and 2023 as a result of fresh-start reporting.

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)

Refer to Note 8 for additional information regarding the decrease in our basis differences related to investments in nonconsolidated affiliates from fresh-start reporting.

Years Ended December 31,

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Total income tax expense (benefit) $ 2,556 $ 563 $ 1,888

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities at December 31, 2024 and 2023 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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tax credit carryforwards were $ 68 million, where $ 45 million can be carried forward indefinitely and $ 23 million will expire by 2043, if not utilized.

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

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 forecasted continuing profitability, we determined that it was more likely than not that future earnings would be sufficient to realize the deferred tax assets in Korea.

Accordingly, we released Korea's $ 870 million valuation allowance during 2023 resulting in an income tax benefit.

During the years ended December 31, 2024 and 2023, valuation allowances against deferred tax assets of $ 6.5 billion and $ 7.0 billion were comprised of cumulative losses, credits and other timing differences, primarily in Germany, Spain, the U.S.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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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In the years ended December 31, 2024, 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.

We recorded charges of $ 964 million in the year ended December 31, 2024, which are included in the table above, and incurred $ 530 million in net cash outflows resulting from these dealer restructurings, in

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

addition to the charges of $ 569 million and $ 511 million and net cash outflows of $ 674 million and $ 120 million in the years ended December 31, 2023 and 2022.

We expect remaining cash outflows related to these activities of $ 719 million to be substantially completed by the end of 2025.

In April 2024, we announced restructuring actions in GMI related to the closure of manufacturing operations in Colombia and Ecuador.

In the year ended December 31, 2024, we recorded $ 170 million before noncontrolling interest primarily related to employee separations and supplier-related charges of $ 88 million, which are included in the table above, and non-cash restructuring charges of $ 79 million primarily related to accelerated depreciation and amortization, which are not reflected in the table above.

As of December 31, 2024, we have incurred $ 48 million of cash outflows resulting from these restructuring activities.

We expect the remaining cash outflows related to these activities to be substantially completed by the end of 2025.

In the year ended December 31, 2024, we recorded restructuring charges of $ 200 million, primarily in GMNA, related to employee separations.

As of December 31, 2024, we have incurred $ 163 million of cash outflows resulting from these restructuring actions.

We expect the remaining cash outflows related to these activities to be substantially completed by the end of 2025.

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.

We incurred cash outflows of $ 58 million and $ 820 million in the years ended December 31, 2024 and 2023.

This program is complete as of December 31, 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.

while it examined 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, which included non-cash restructuring charges of $ 250 million.

In June 2024, Cruise indefinitely delayed the Cruise Origin and recognized primarily non-cash charges before noncontrolling interest of $ 631 million.

In December 2024, in conjunction with GM’s announcement of its decision to no longer fund Cruise’s robotaxi development work and its plans, subject to approval by the Cruise Board of Directors, to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, Cruise recorded net charges before noncontrolling interest of $ 522 million, which included net non-cash restructuring charges of $ 173 million.

The non-cash restructuring charges are not reflected in the table above.

Cumulatively, we have incurred $ 287 million of cash outflows resulting from these restructuring activities.

We expect the remaining cash outflows related to these activities of approximately $ 389 million to be completed by the end of 2025.

Interest Income and Other Non-Operating Income

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

Our dividends declared per common share were $ 0.36 and $ 0.18 and our total dividends paid on common stock were $ 477 million and $ 257 million for the years ended December 31, 2023 and 2022.

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

Our dividends declared per common share were $ 0.48 , $ 0.36 and $ 0.18 and our total dividends paid on common stock were $ 530 million, $ 477 million and $ 257 million for the years ended December 31, 2024, 2023 and 2022.

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

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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 December 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.

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.

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 at December 31, 2023.

Upon settlement, the amount over par was allocated on a pro-rata basis, between Additional paid-in capital and Retained earnings.

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 years ended December 31, 2024 and 2023, in addition to shares received under the ASR program, we purchased approximately 140 million and 30 million shares of our outstanding common stock for $ 7.1 billion and $ 1.1 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.

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

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

In addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

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

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

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

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

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

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

Cruise Common Shares During the 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.

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 $ 42 million and $ 60 million at December 31, 2023 and 2022.

Cruise Preferred Shares In March 2022, we acquired SoftBank Vision Fund (AIV M2) L.P.’s (SoftBank) Cruise Class A-1, Class F and Class G Preferred Shares for $ 2.1 billion and made an additional $ 1.35 billion investment in Cruise in place of SoftBank.

In December 2024, we acquired Class F and Class G Preferred Shares from noncontrolling shareholders for an insignificant amount.

Cruise Common Shares During the years ended December 31, 2024, 2023 and 2022, Cruise Holdings issued an insignificant amount, $ 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 an insignificant amount, $ 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 $ 0.2 billion, $ 0.3 billion and $ 0.6 billion in cash to purchase tendered Cruise Class B Common Shares during the years ended December 31, 2024, 2023 and 2022.

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

In December 2024, we acquired Class E Common Shares from a noncontrolling shareholder for an insignificant amount.

During the year ended December 31, 2024, the effect on the equity attributable to us for changes in our ownership interest in Cruise was a decrease in Additional paid-in capital of $ 0.9 billion and during the years ended December 31, 2023 and 2022 was insignificant.

For the year ended December 31, 2024, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries were $ 7.0 billion, which included a $ 1.0 billion increase in equity attributable to us, mainly due to the redemption of Cruise preferred shares.

For the year ended December 31, 2023, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries were $ 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 were $ 9.2 billion, which included a $ 0.7 billion decrease in equity attributable to us, mainly due to the redemption of Cruise preferred shares.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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.

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

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Balance at end of period(d) $ ( 7,669 ) $ ( 7,665 ) $ ( 4,851 )

(a) The noncontrolling interests wer e insignificant in the years ended December 31, 2023, 2022 and 2021.

(a) The noncontrolling interests were insignificant in the years ended December 31, 2024, 2023 and 2022.

(b) The reclassification adjustment was insignificant in the years ended December 31, 2024, 2023 and 2022.

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Basic and diluted earnings per share are computed by dividing Net income attributable to common stockholders by the weighted-average common shares outstanding in the period.

Diluted earnings per share is computed by giving effect to all potentially dilutive securities that are outstanding.

Diluted earnings per share is computed by giving effect to all potentially dilutive securities that are outstanding using the treasury stock method for awards under stock incentive plans.

Years Ended December 31,

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Net income (loss) attributable to stockholders $ 6,008 $ 10,127 $ 9,934

cumulative dividends on subsidiary preferred stock(a) ( 106 ) ( 1,019 ) ( 182 )

Adjustments(a) 1,181 ( 106 ) ( 1,019 )

Net income (loss) attributable to common stockholders $ 7,189 $ 10,022 $ 8,915

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Weighted-average common shares outstanding – basic 1,115 1,364 1,445

Dilutive effect of warrants and awards under stock incentive plans 6 10 17

Dilutive effect of awards under stock incentive plans 13 6 10

Weighted-average common shares outstanding – diluted 1,129 1,369 1,454

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Potentially dilutive securities(b) — 23 10

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

(b) Potentially dilutive securities attributable to outstanding stock options at December 31, 2023, 2022 and 2021 and RSUs at December 31, 2023 and 2022, were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.

(a) Includes a $ 1.2 billion and $( 909 ) million return from (return to) the preferred shareholders related to the redemption of Cruise preferred shares from noncontrolling interest holders and an insignificant amount in participating securities income from a subsidiary for the years ended December 31, 2024 and 2022.

(b) Potentially dilutive securities attributable to outstanding stock options and RSUs at December 31, 2023 and 2022, were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.

Stock Incentive Plans

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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.

The awards 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.

RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award.

PSU awards vest at the end of a three-year performance period, based on performance criteria determined by the Executive Compensation Committee of the Board of Directors at the time of award.

The number of shares earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met.

Stock options expire 10 years from the grant date.

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

The number of shares earned, or units paid in cash, may equal, exceed or be less than the targeted number depending on whether the performance criteria are met, surpassed or not met.

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

Stock options expire 10 years from the grant date.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Equity-Classified Awards

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

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(a) Includes the target amount of PSUs.

There were no stock options issued during the year ended December 31, 2024.

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

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The total fair value of stock incentive awards vested was $ 257 million, $ 425 million and $ 307 million in the years ended December 31, 2024, 2023 and 2022.

Liability-Classified Awards We grant certain employees stock incentive awards that are payable in cash.

The total compensation expense and cash paid to settle these awards was insignificant in the years ended December 31, 2024, 2023 and 2022.

Cruise Stock Incentive Awards Cruise granted RSUs that will settle in common shares of Cruise Holdings in the years ended December 31, 2024, 2023 and 2022.

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

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

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

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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 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 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

We analyze the results of our business through the following reportable segments:

GMNA, GMI, Cruise and GM Financial.

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

A final tender offer was completed in April 2024, after which substantially all remaining outstanding unvested Cruise RSUs were exchanged by participants for unvested cash payment rights.

The remaining outstanding Cruise RSUs are insignificant and are now presented in permanent equity.

Total compensation expense related to Cruise Holdings' share-based awards was insignificant, $ 0.4 billion and $ 1.6 billion for the years ended December 31, 2024, 2023 and 2022.

GM conducted quarterly tender offers for the years ended December 31, 2023 and 2022 and paid approximately $ 0.2 billion, $ 0.3 billion and $ 0.6 billion in cash to settle tendered Cruise Class B Common Shares during the years ended December 31, 2024, 2023 and 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

measuring the operational and financial performance of the segment.

Segment Reporting

Our chief operating decision-maker, who is our Chair and Chief Executive Officer, analyzes the results of our business through the following reportable segments:

GMNA, GMI, Cruise and GM Financial.

Our 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.

Our chief operating decision-maker evaluates GM Financial through EBT-adjusted because interest income and interest expense are an integral part of its operational and financial performance.

These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions and to monitor budget-to-actual variances on a monthly basis.

To manage operations and make decisions regarding resource allocations, our chief operating decision-maker is regularly provided and reviews expense information at a consolidated, functional level for our global purchasing and supply chain, manufacturing and engineering functions.

Warranty and quality metrics are also viewed on a consolidated basis.

Currently, a focus is being placed on driving an efficient, consolidated fixed cost structure and managing overall global headcount.

Vehicle-level profitability metrics are also reviewed during the planning stage and throughout a program's life cycle on a forecasted basis, and not on an actual basis.

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

While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and contribute towards meeting required fuel efficiency standards.

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

Substantially all of the trucks, crossovers, cars and automobile parts produced are marketed through retail dealers in North America and through distributors and dealers outside of North America, the substantial majority of which are independently owned.

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We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily China, with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet and Wuling brands.

Cruise is our global segment responsible for the development and commercialization of AV technology, and includes AV-related engineering and other costs.

Cruise is our global segment responsible for the development of AV technology, and includes AV-related engineering and other costs.

We provide automotive financing services through our GM Financial segment.

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All intersegment balances and transactions have been eliminated in consolidation.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables summarize key financial information by segment:

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Net sales and revenue $ 157,509 $ 13,890 $ 206 $ — $ 171,605 $ 257 $ 15,875 $ ( 296 ) $ 187,442

Segment expenses and other items(a) ( 143,719 ) ( 17,849 ) ( 1,398 ) — ( 162,966 ) ( 3,065 ) ( 13,231 ) 263 ( 178,999 )

Adjustments(b) 738 4,262 64 — 5,064 1,107 320 — 6,491

Earnings (loss) before interest and taxes-adjusted $ 14,528 $ 303 $ ( 1,129 ) $ — $ 13,703 $ ( 1,701 ) $ 2,965 $ ( 33 ) $ 14,934

Adjustments(a) $ ( 1,604 ) $ 217 $ — $ ( 1,387 ) $ ( 478 ) $ — $ — ( 1,865 )

Adjustments(b) ( 6,491 )

Automotive interest income 967

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Impairment charges $ — $ — $ — $ — $ — $ 933 $ — $ — $ 934

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.

Equity income (loss)(c) $ 955 $ ( 4,400 ) $ — $ — $ ( 3,445 ) $ — $ ( 256 ) $ — $ ( 3,701 )

(a) Segment expenses and other items for Automotive segments primarily include material and logistics;

manufacturing;

equity income;

selling, general and administrative people-related costs;

information technology;

professional services;

and policy, campaign, and warranty.

GM Financial items consist primarily of GM Financial interest expense;

leased vehicle depreciation;

people-related costs;

provision for loan losses and gains and losses on termination of leased vehicles.

Cruise items primarily consist of people-related costs.

(b) Consists of charges related to the Buick dealerships and restructuring actions in GMNA;

charges related to manufacturing operations wind down in GMI;

China restructuring actions in GMI, GMNA and GM Financial;

headquarters relocation in Corporate;

and charges related to Cruise restructuring and Cruise realignment.

(c) Equity loss associated with our Automotive China JVs include impacts of the other-than-temporary impairment and our portion of restructuring charges.

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.

Refer to Note 8 for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Net sales and revenue $ 141,445 $ 15,949 $ 273 $ — $ 157,667 $ 102 $ 14,225 $ ( 151 ) $ 171,842

Segment expenses and other items(a) ( 130,743 ) ( 14,522 ) ( 1,686 ) — ( 146,951 ) ( 3,275 ) ( 11,239 ) 116 ( 161,350 )

Adjustments(b) 1,604 ( 217 ) — — 1,387 478 — — 1,865

Earnings (loss) before interest and taxes-adjusted

$ 12,306 $ 1,210 $ ( 1,413 ) $ — $ 12,103 $ ( 2,695 ) $ 2,985 $ ( 35 ) $ 12,357

Adjustments(a) $ ( 411 ) $ ( 657 ) $ — $ ( 1,068 ) $ ( 1,057 ) $ — $ — ( 2,125 )

Adjustments(b) ( 1,865 )

Automotive interest income 1,109

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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)(c) $ 196 $ 440 $ — $ — $ 635 $ — $ 138 $ — $ 773

(a) Segment expenses and other items for Automotive segments primarily include material and logistics;

manufacturing;

equity income;

selling, general and administrative people-related costs;

information technology;

professional services;

and policy, campaign, and warranty.

GM Financial items consist primarily of GM Financial interest expense;

leased vehicle depreciation;

people-related costs;

provision for loan losses and gains and losses on termination of leased vehicles.

Cruise items primarily consist of people-related costs.

(b) 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.

(c) 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.

Refer to Note 8 for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At and For the Year Ended December 31, 2022

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Net sales and revenue $ 128,378 $ 15,420 $ 177 $ — $ 143,974 $ 102 $ 12,766 $ ( 107 ) $ 156,735

Segment expenses and other items(a) ( 115,801 ) ( 14,934 ) ( 2,023 ) — ( 132,756 ) ( 3,049 ) ( 8,690 ) 109 ( 144,386 )

Adjustments(b) 411 657 — — 1,068 1,057 — — 2,125

Earnings (loss) before interest and taxes-adjusted

$ 12,988 $ 1,143 $ ( 1,846 ) $ — $ 12,286 $ ( 1,890 ) $ 4,076 $ 2 $ 14,474

Adjustments(a) $ ( 425 ) $ ( 276 ) $ — $ ( 701 ) $ — $ — $ — ( 701 )

Adjustments(b) ( 2,125 )

Automotive interest income 460

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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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(a) Segment expenses and other items for Automotive segments primarily include material and logistics;

manufacturing;

equity income;

selling, general and administrative people-related costs;

information technology;

professional services;

and policy, campaign, and warranty.

GM Financial items consist primarily of GM Financial interest expense;

leased vehicle depreciation;

people-related costs;

provision for loan losses and gains and losses on termination of leased vehicles.

Cruise items primarily consist of people-related costs.

(b) 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.

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 %, 12 % and 11 % of our total long-lived assets at December 31, 2024, 2023 and 2022.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Supplemental Information for the Consolidated Statements of Cash Flows

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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