2023 Annual Report

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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)
Delaware 27-0756180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265 -3000
(Address of principal executive offices) (Zip Code)
(313) 667-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value GM New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of
the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive
officers may be affiliates) was approximately $52.9 billion as of June 30, 2023.
As of January 16, 2024 there were 1,154,433,287 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement related to the Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part
III of this Form 10-K.
 INDEX
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 23
Item 1C. Cybersecurity 23
Item 2. Properties 24
Item 3. Legal Proceedings 25
Item 4. Mine Safety Disclosures 25
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 25
Item 6. [Reserved] 27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49
Item 8. Financial Statements and Supplementary Data 56
Consolidated Income Statements 56
Consolidated Statements of Comprehensive Income 56
Consolidated Balance Sheets 57
Consolidated Statements of Cash Flows 58
Consolidated Statements of Equity 59
Notes to Consolidated Financial Statements 60
Note 1. Nature of Operations and Basis of Presentation 60
Note 2. Significant Accounting Policies 60
Note 3. Revenue 67
Note 4. Marketable and Other Securities 68
Note 5. GM Financial Receivables and Transactions 69
Note 6. Inventories 72
Note 7. Operating Leases 72
Note 8. Equity in Net Assets of Nonconsolidated Affiliates 73
Note 9. Property 75
Note 10. Goodwill and Intangible Assets 75
Note 11. Variable Interest Entities 76
Note 12. Accrued and Other Liabilities 77
Note 13. Debt 78
Note 14. Derivative Financial Instruments 80
Note 15. Pensions and Other Postretirement Benefits 81
Note 16. Commitments and Contingencies 86
Note 17. Income Taxes 90
Note 18. Restructuring and Other Initiatives 92
Note 19. Interest Income and Other Non-Operating Income 93
Note 20. Stockholders’ Equity and Noncontrolling Interests 93
Note 21. Earnings Per Share 96
Note 22. Stock Incentive Plans 96
Note 23. Segment Reporting 97
Note 24. Supplemental Information for the Consolidated Statements of Cash Flows 100
 Page
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 101
Item 9A. Controls and Procedures 101
Item 9B. Other Information 102
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 102
PART III
Item 10. Directors, Executive Officers and Corporate Governance 102
Item 11. Executive Compensation 102
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102
Item 13. Certain Relationships and Related Transactions, and Director Independence 102
Item 14. Principal Accountant Fees and Services 102
PART IV
Item 15. Exhibit and Financial Statement Schedules 103
Item 16. Form 10-K Summary 105
Signatures 106
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I

Item 1. Business

General Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General Motors, or GM) was
incorporated as a Delaware corporation in 2009. We design, build and sell trucks, crossovers, cars and automobile parts and
provide software-enabled services and subscriptions worldwide. Our automotive operations meet the demands of our customers
through our automotive segments: GM North America (GMNA) and GM International (GMI) with vehicles developed,
manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. We also have equity ownership stakes in
entities that meet the demands of customers in other countries, primarily in 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 autonomous vehicle (AV) technology. We provide automotive financing services
through our General Motors Financial Company, Inc. (GM Financial) segment. Refer to Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and Note 23 to our consolidated financial
statements for financial information about our segments. Except for per share amounts or as otherwise specified, amounts
presented within tables are stated in millions. Certain columns and rows may not add due to rounding. Forward-looking
statements in this Business section are not guarantees of future performance and may involve risks and uncertainties that could
cause actual results to differ materially from those projected. Refer to Item 1A. Risk Factors and the "Forward-Looking
Statements" section of Part II, Item 7. MD&A for a discussion of these risks and uncertainties.

Our vision for the future is a world with zero crashes, zero emissions and zero congestion, which guides our growth-focused
strategy to invest in electric vehicles (EVs) and AVs, software-enabled services and subscriptions and new business
opportunities, while strengthening our market position in profitable internal combustion engine (ICE) vehicles, such as trucks
and sport utility vehicles (SUVs).

We have an opportunity to grow our vehicle and financing revenue by continuing to capitalize on the strength of our
established vehicle franchises and customer base and scaling our EV production through this decade. We also have the potential
of growing our revenue through our software-enabled services and subscriptions, including OnStar, our advanced driver-
assistance systems (ADAS), including Super Cruise driver assistance technology, and our end-to-end software platform.
Additionally, we are incubating several new businesses that we believe will enable us to attract new customers and generate
revenues in new areas, like GM Defense which is helping global defense and government customers transition to a more
electric, autonomous and connected future.

Electric Vehicles We plan to have annual EV capacity of one million units in North America as we exit 2025. A key element
in our EV strategy is Ultium, our dedicated EV propulsion architecture. This platform is flexible and will be deployed across
multiple brands and vehicle sizes, styles and drive configurations, allowing for quick response to customer preferences and a
shorter design and development lead time compared to our ICE vehicles. We plan to leverage Ultium to expand our EV
portfolio over a wide variety of segments and price points with multiple launches planned in 2024 and additional EV entries
planned for 2025 and beyond.

In 2021, we began production at GM’s Factory ZERO Detroit-Hamtramck Assembly Center (Factory ZERO), which was re-
tooled into a fully dedicated EV facility to produce a variety of vehicles, including the GMC HUMMER EV Pickup and SUV,
the Chevrolet Silverado EV and the upcoming Cadillac ESCALADE IQ. In January 2022, we announced that we will convert
Orion Assembly in Orion Township, Michigan to build electric pickups, with the plant slated to begin production in 2025. GM
is also investing in our propulsion stamping and components plants to support EV production. GM’s CAMI Assembly –
Canada’s first full-scale EV manufacturing facility – is the global production home of BrightDrop's Zevo 600 and Zevo 400.
Additionally, we have announced plans to mass-produce battery cells for these and other future EVs through Ultium Cells
Holdings LLC (an equally owned joint venture with LG Energy Solution) in Warren, Ohio; Spring Hill, Tennessee; and
Lansing, Michigan.

GM’s commitment to an all-electric future is focused not only on delivering a world-class portfolio of EVs, but investing in
an ecosystem that will help enable mass EV adoption, including the development of turn-key charging solutions as well as fleet
and facility energy management services. To support this goal, we are working to help ensure that our customers will have
access to comprehensive energy management and fast, reliable charging solutions at home, at the workplace and in public
locations. Currently, GM has integration relationships with 12 EV charging networks and GM EV drivers have access to over
174,000 chargers throughout the U.S. and Canada. Beginning in early 2024, GM’s EV drivers will gain access to 15,000 Tesla
Superchargers, and growing, throughout North America. The first GM EVs will be built with the North American Charging

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Standard (NACS) hardware on the vehicles beginning in 2025. In July 2023, GM also announced that it is collaborating with
six other major automakers as part of a joint venture that will seek to create a high-powered charging network with a targeted
installation of at least 30,000 chargers in urban and highway locations throughout North America.

Software-Enabled Services and Subscriptions Our vehicles are equipped with a suite of software-enabled services, including
OnStar services, Super Cruise and others. With more than 25 years of experience, OnStar is a global leader in safety and digital
services. OnStar is currently available in 15 markets globally and growing. As GM introduces more software-defined vehicles,
OnStar is playing a key role as an enabler of active safety, infotainment, connectivity and driver assistance features. OnStar
provides one ecosystem for retail and fleet customers to use, engage and shop through a broader set of digital technology
offerings available at and after vehicle purchase. Our end-to-end software platform provides customers with software-defined
features, apps and services over-the-air and will empower customers to update their ownership experiences with desirable
features, software services, vehicle performance and Super Cruise. Super Cruise enables drivers of properly equipped vehicles
to travel hands-free on more than 400,000 miles of compatible roads in the U.S. and Canada. Additional software-enabled
features will be available later including security features, climate and comfort options, personal themes and EV ownership
experience elements. Select vehicles, including the 2024 Cadillac LYRIQ and Chevrolet Silverado EV, are already employing
this software platform as it begins its rollout across most products in the coming years.

Cruise GM Cruise Holdings LLC (Cruise Holdings), our majority-owned subsidiary, is pursuing the development and
commercialization of AV technology. In October 2023, a hit-and-run accident involving a pedestrian and a third-party vehicle
occurred, which resulted in the pedestrian being thrown into the path of a Cruise AV. During the resulting investigation,
regulators perceived that Cruise representatives were not explicit about a secondary movement of the Cruise AV and, as a
result, the California Department of Motor Vehicles (DMV) suspended Cruise’s permits to operate AVs in California without a
safety driver. Shortly thereafter, Cruise voluntarily paused all of its driverless, supervised and manual AV operations in the U.S.
while it examines its processes, systems and tools. This orderly pause is designed to rebuild public trust while Cruise
undertakes a comprehensive safety review. Refer to Item 1A. Risk Factors for a further discussion of the risks associated with
our AV strategy.

Competitive Position and Vehicle Sales The principal factors that determine consumer vehicle preferences in the markets in
which we operate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy or range and
functionality. Market leadership in individual countries in which we compete varies widely.

We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and market share. Wholesale
vehicle sales data consists of sales to GM's dealers and distributors, as well as sales to the U.S. government, and excludes
vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles,
which is the largest component of Automotive net sales and revenue. In the year ended December 31, 2023, 29.4% of our
wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by
automotive segment (vehicles in thousands):
Years Ended December 31,
2023 2022 2021
GMNA 3,147 83.5 % 2,926 81.8 % 2,308 80.7 %
GMI 621 16.5 % 653 18.2 % 551 19.3 %
Total 3,768 100.0 % 3,579 100.0 % 2,859 100.0 %

Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers who purchase new vehicles from dealers or
distributors); (2) fleet sales (i.e., sales to large and small businesses, governments and daily rental car companies); and (3)
certain vehicles used by dealers in their business. Total vehicle sales data for periods presented prior to 2022 reflect courtesy
transportation vehicles used by U.S. dealers in their business. Beginning in 2022, we stopped including such dealership
courtesy transportation vehicles in total vehicle sales until such time as those vehicles were sold to the end customer. Total
vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on our percentage ownership interest in
the joint venture. Certain joint venture agreements in China allow for the contractual right to report vehicle sales of non-GM
trademarked vehicles by those joint ventures, which are included in the total vehicle sales we report for China. While total
vehicle sales data does not correlate directly to the revenue we recognize during a particular period, we believe it is indicative
of the underlying demand for our vehicles. Total vehicle sales data represents management's good faith estimate based on sales
reported by our dealers, distributors and joint ventures; commercially available data sources such as registration and insurance
data; and internal estimates and forecasts when other data is not available.

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The following table summarizes industry and GM total vehicle sales and our related competitive position by geographic
region (vehicles in thousands):
Years Ended December 31,
2023 2022 2021
Market Market Market
Industry GM Share Industry GM Share Industry GM Share
North America
United States 15,981 2,595 16.2 % 14,242 2,274 16.0 % 15,410 2,218 14.4 %
Other 3,592 460 12.8 % 3,066 406 13.2 % 3,081 355 11.5 %
Total North America 19,573 3,055 15.6 % 17,307 2,680 15.5 % 18,491 2,574 13.9 %
Asia/Pacific, Middle East and
Africa
China(a) 24,976 2,099 8.4 % 23,489 2,303 9.8 % 25,843 2,892 11.2 %
Other 21,941 576 2.6 % 20,253 505 2.5 % 19,783 435 2.2 %
Total Asia/Pacific, Middle East and
Africa 46,917 2,675 5.7 % 43,741 2,808 6.4 % 45,626 3,326 7.3 %
South America
Brazil 2,307 328 14.2 % 2,103 291 13.8 % 2,119 242 11.4 %
Other 1,418 128 9.0 % 1,563 160 10.3 % 1,490 152 10.2 %
Total South America 3,725 456 12.2 % 3,666 451 12.3 % 3,609 394 10.9 %
Total in GM markets 70,215 6,186 8.8 % 64,715 5,939 9.2 % 67,726 6,294 9.3 %
Total Europe 16,384 2 — % 14,234 2 — % 15,108 2 — %
Total Worldwide(b)(c) 86,600 6,188 7.1 % 78,949 5,941 7.5 % 82,834 6,296 7.6 %
United States
Cars 3,054 224 7.3 % 2,814 214 7.6 % 3,277 138 4.2 %
Trucks 4,249 1,303 30.7 % 3,974 1,246 31.4 % 4,038 1,223 30.3 %
Crossovers 8,678 1,068 12.3 % 7,454 814 10.9 % 8,095 857 10.6 %
Total United States 15,981 2,595 16.2 % 14,242 2,274 16.0 % 15,410 2,218 14.4 %
China(a)
SGMS 870 1,037 1,277
SGMW 1,229 1,266 1,615
Total China 24,976 2,099 8.4 % 23,489 2,303 9.8 % 25,843 2,892 11.2 %
__________
(a) Includes sales by the Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd. (SGMS) and
SAIC GM Wuling Automobile Co., Ltd. (SGMW).
(b) Cuba, Iran, North Korea, Sudan and Syria are subject to broad economic sanctions. Accordingly, these countries are excluded from
industry sales data and corresponding calculation of market share.
(c) As of March 2022, GM is no longer importing vehicles or parts to Russia, Belarus and other sanctioned provinces in Ukraine.

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As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles. We sell
vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet
customers, leasing companies and governments. Certain fleet transactions, particularly sales to daily rental car companies, are
generally less profitable than retail sales to end customers. The following table summarizes estimated fleet sales and those sales
as a percentage of total vehicle sales (vehicles in thousands):
Years Ended December 31,
2023 2022 2021
GMNA 679 564 399
GMI 506 426 311
Total fleet sales 1,185 990 710
Fleet sales as a percentage of total vehicle sales 19.2 % 16.7 % 11.3 %

Product Pricing Several methods are used to promote our products, including the use of dealer, retail and fleet incentives,
such as customer rebates and finance rate support. The level of incentives is dependent upon the level of competition in the
markets in which we operate and the level of demand for our products.

Cyclical and Seasonal Nature of Business The market for vehicles is cyclical and depends in part on general economic
conditions, credit availability and consumer spending. Vehicle markets are also seasonal. Production varies from month to
month. Vehicle model changeovers occur throughout the year as a result of new market entries.

Relationship with Dealers We market vehicles and automotive parts primarily through a network of independent authorized
retail dealers. These outlets include distributors, dealers and authorized sales, service and parts outlets. Our customers can
obtain a wide range of after-sale vehicle services and products through our dealer network, such as maintenance, light repairs,
collision repairs, vehicle accessories and extended service warranties. The number of authorized dealerships and other agents
performing similar functions were 4,618 in GMNA and 7,050 in GMI at December 31, 2023.

We, and our joint ventures, enter into a contract with each authorized dealer agreeing to sell to the dealer one or more
specified product lines at wholesale prices and granting the dealer the right to sell those products to customers from an
approved location. Our dealers often offer more than one GM brand at a single dealership in a number of our markets.
Authorized dealers offer parts, accessories, service and repairs for GM vehicles in the product lines that they sell using GM
parts and accessories. Our dealers are authorized to service GM vehicles under our limited warranty, and those repairs are made
almost exclusively with GM parts. Our dealers generally provide their customers with access to credit or lease financing,
vehicle insurance and extended service contracts, which may be provided by GM Financial and other financial institutions.

The quality of GM dealerships and our relationship with our dealers are critical to our success, now, and as we transition to
our all-electric future, given that they maintain the primary sales and service interface with the end consumer of our products. In
addition to the terms of our contracts with our dealers, we are regulated by various country and state franchise laws and
regulations that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating
dealer network changes, pursuing terminations for cause and other contractual matters.

Research, Product Development and Intellectual Property Costs for research, manufacturing engineering, software
engineering, product engineering and design and development activities primarily relate to developing new products or services
or improving existing products or services, including activities related to vehicle and greenhouse gas (GHG) emissions control,
improved fuel economy, EVs, AVs and the safety of drivers and passengers. Research and development expenses were $9.9
billion, $9.8 billion and $7.9 billion in the years ended December 31, 2023, 2022 and 2021.

Product Development The Global Product Development organization is responsible for designing, developing, validating and
integrating all global products, services and their components while aiming to maximize part sharing across multiple vehicle
segments. Our global vehicle architecture development is headquartered at our Global Technical Center in Warren, Michigan,
where our global teams in Design, Program Management & Execution, Hardware, Systems & Integration, Product Safety,
Systems & Certification, Software Defined Vehicle Embedded Platforms, Electrification & Battery Systems, Technology
Acceleration & Commercialization and Purchasing & Supply Chain collaborate to meet customer requirements and maximize
global economies of scale.

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We continue to invest in key ICE segments, which are critical to fund our all-electric future. Cross-segment part sharing is an
essential enabler to optimize our vehicle portfolio profitability, with more than 75% of our global internal combustion vehicle
sales volume expected to come from five internal combustion vehicle architectures through this decade. We will continue to
leverage our ICE portfolio to accommodate our customers around the world while achieving our financial goals.

Software & Services The newly created Software & Services organization, with a presence in Silicon Valley, California and
globally, is bringing together all of GM's software capabilities and assets under one team for the first time at GM. The team is
developing and implementing an integrated strategy, working closely with the Global Product Development organization and
others across the enterprise to deliver an end-to-end integrated software and services strategy that will make the driver
experience even more compelling and seamless.

Intellectual Property We are constantly innovating and hold a significant number of patents, copyrights, trade secrets and
other intellectual property that protect those innovations in numerous countries. While no single piece of intellectual property is
individually material to our business as a whole, our intellectual property is important to our operations and continued
technological development. Additionally, we hold a number of trademarks and service marks that are very important to our
identity and recognition in the marketplace.

Raw Materials, Services and Supplies We purchase a wide variety of raw materials, systems, components, parts, supplies,
energy, freight, transportation and other services from numerous suppliers to manufacture our products. The raw materials
primarily include steel, aluminum, resins, copper, lead, precious metals and raw materials used in EVs. We do not normally
carry substantial inventories of these raw materials in excess of levels reasonably required to meet our production requirements,
and while we have not experienced any significant shortages of raw materials, we have recently experienced supply disruptions
resulting in temporary production stoppages. Processing of certain EV raw materials required for production of EVs are
currently concentrated in China and may be subject to import or export restrictions. In addition, our transition to EVs will
require developing a more resilient, scalable and sustainable North America-focused EV supply chain, which includes
advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of
strategic, multi-year supply agreements with suppliers throughout the value chain. This includes securing supply through
offtake agreements for EV raw materials and derivatives thereof, such as lithium, cathode active material, manganese, synthetic
and natural graphite, nickel, cobalt, rare earth elements and permanent motor magnets. These EV-related agreements may
require us to hold higher than normal levels of EV raw materials inventory and to make long-term commitments to purchase
raw materials. Expected demand for these raw materials currently exceeds the capacity of the existing supply chain and our raw
material sourcing strategy aims to secure raw material supply to support our EV transition.

Commodity costs are reflecting greater variability and are expected to remain elevated due to the macro-economic
environment and the continuing existence of government policies. Furthermore, an increased demand for EV critical minerals is
increasing scrutiny of the sustainability and human rights implications of these supply chains.

In some instances, we purchase systems, components, parts and supplies from a single source, which may increase risk to
supply disruptions. The inability or unwillingness of these sources to provide us with parts and supplies could have a material
adverse effect on our production. Combined purchases from our two largest suppliers were approximately 11% of our total
purchases in each of the years ended December 31, 2023 and 2022, and approximately 12% of our total purchases in the year
ended December 31, 2021. Refer to Item 1A. Risk Factors for further discussion of these risks.

Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global
provider of automobile finance solutions. GM Financial conducts its business in North America, South America and through
joint ventures in China.

GM Financial provides retail loan and lease lending across the credit spectrum to support vehicle sales. Additionally, GM
Financial offers commercial lending products to dealers including floorplan financing, which is lending to finance new and used
vehicle inventory; and dealer loans, which are loans to finance improvements to dealership facilities, to provide working
capital, or to purchase and/or finance dealership real estate. GM Financial provides lending products to commercial vehicle
upfitters and advances to certain GM subsidiaries.

In North America, GM Financial offers a sub-prime lending program. The program is primarily offered to consumers with a
FICO score or its equivalent of less than 620 who have limited access to automobile financing through banks and credit unions
and is expected to sustain a higher level of credit losses than prime lending.

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GM Financial generally seeks to fund its operations in each country through local sources of funding to minimize currency
and country risk. GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured
and unsecured credit facilities, securitization transactions and the issuance of unsecured debt in the capital markets.

Human Capital

The foundation of GM’s business is our Purpose: We pioneer the innovations that move and connect people to what matters.
It is why we exist. Our Purpose, growth strategy and culture all help us on our path towards achieving our vision of a world
with zero crashes, zero emissions and zero congestion. Our people are our most valuable asset, and we must continue to attract
and retain the best talent in the world in order to achieve this vision. As a result, we strive to create a Workplace of Choice to
attract, retain and develop top talent by adhering to a responsible employer philosophy, which includes, among other things,
commitments to create job opportunities, pay workers fairly, ensure safety and well-being and promote diversity, equity and
inclusion (DEI). Fundamental to these commitments are our company values.

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Our eight GM behaviors are the foundation of our culture; and how we behave encompasses key measures of our
performance, including the ways we conduct ourselves as we work with one another.

Diversity, Equity and Inclusion At GM, we are committed to fostering a culture of diversity, equity and inclusion for our
workforce, business partners, customers and communities as we aspire to be the most inclusive company in the world. We
believe these strengths will allow us to not only lead the industry but to impact communities around the world as we transition
to an all-electric future. This unwavering commitment includes taking steps to ensure that all areas of our business are
supportive of a world-class inclusive, equitable and diverse organization. Our ability to meet the needs of a diverse and global
customer base is tied closely to the behaviors of the people within our Company, which is why we are committed to fostering a
culture that celebrates our differences. This commitment is embraced at all levels of the organization, including our diverse
Board of Directors, which is currently made up of almost 50% women (6 out of 13 members) and is more than 30% racially or
ethnically diverse (4 out of 13 members).

Based on these longstanding values, we have a number of programs and partnerships aimed at enhancing our culture of
inclusion throughout the Company. For example, we have 12 voluntary, employee-led resource groups that provide a forum for
diverse employees and allies from a variety of different backgrounds to share experiences and contribute to our collective
cultural intelligence and growth. Each group also works to attract and retain new talent and offers employees opportunities to
support our Company’s diversity initiatives within the community.

GM continues to align DEI efforts with business objectives, including investing in talent pipelines to support current and
future workforce needs, bolstering inclusive and accessible solutions across all key stakeholders and fostering meaningful
community partnerships to enable GM’s all-electric future. These investments are designed to help increase overall DEI
maturity throughout our enterprise, increasing pathways for talent entry and development in the Company and foster
partnerships that improve equity inside and outside of GM.

Develop and Retain Talented People Today, we compete for talent against other automotive companies and against
businesses in other sectors, such as technology. To win and keep top talent, we must provide a workplace culture that
encourages employee behaviors aligned with our values, fulfills employees' long-term individual aspirations and provides
experiences that make individuals feel valued, included and engaged. In furtherance of this goal, we invest significant resources
to retain and develop our talent. In addition to mentoring and networking opportunities, we offer a vast array of career
development resources to help develop, grow and enable employees to make the most of their careers at GM. Formal resources
include, among other things, the Technical Education Program, which offers our employees an opportunity to complete
corporate strategically aligned degrees and certificate programs at leading universities, and our Degreed Learning Platform,
which brings forth a variety of external and in-house content in learning pathways and other micro learnings. It is also tied to
our GM competency and skills model. Employees in some of our technical roles also have the opportunity to participate in the

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GM Technical Learning University — a training and upskilling program designed to expand and update the technical prowess
of our workforce.

GM recognizes that leadership effectiveness is a critical business need. All new managers in the Company are entered into a
three-month immersive learning program and all new executives come together for an upskilling and targeted development
program designed around the GM leadership profile.

Safety and Well-Being The safety and well-being of our employees is also a critical component of our ability to transform
the future of personal mobility. At GM, we pride ourselves on our commitment to live values that return people home safely —
Every Person, Every Site, Every Day. Our unwavering commitment to safety is manifested through empowering employees to
“Speak Up for Safety” and the Employee Safety Concern Process. These resources make it easier for salaried, hourly or
represented and contract employees to report potential vehicle or workplace safety issues, or to suggest safety related
improvements without fear of retaliation. The well-being of our employees is equally as important to entice and stimulate
creativity and innovation.

Our award-winning Total Rewards package includes support for physical, emotional and financial wellness. We provide a
comprehensive, competitive offering that includes compensation, a 401(k) company contribution and matching program, paid
time off for holidays and vacations, a high-quality health care plan, and GM Family First savings on GM vehicles, parts, and
services. We are committed to creating spaces where people can show up and thrive as their authentic selves at work as well as
at home. GM encourages and supports healthy behaviors, attitudes and actions in our workplaces to improve health outcomes
for team members and their families and to contribute to the success of our business.

Employees At December 31, 2023, we employed approximately 87,000 (54%) hourly employees and approximately 76,000
(46%) salaried employees. At December 31, 2023, approximately 46,000 (46%) of our U.S. employees were represented by
unions, a majority of which were represented by the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (UAW). The following table summarizes worldwide employment (in thousands):
December 31, 2023
GMNA(a) 123
GMI 31
GM Financial 9
Total Worldwide 163
U.S. - Salaried 53
U.S. - Hourly 46
__________
(a) Includes Cruise.

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Information About our Executive Officers As of January 30, 2024, the names and ages of our executive officers and their
positions with GM are as follows:

Name (Age) Present GM Position (Effective Date) Positions Held During the Past Five Years (Effective Date)
Michael Abbott (51) Executive Vice President, Apple, Vice President of Engineering, Cloud Services Division
Software (2023) (2018)
Mary T. Barra (62) Chair and Chief Executive Officer
(2016)
Julian Blissett (57) Executive Vice President and Senior Vice President, International Operations (2019)
President, GM China (2020) Vice President, Executive Shanghai GM (2014)
Craig B. Glidden (66) Executive Vice President, Legal, Executive Vice President and General Counsel (2015)
Policy, Cybersecurity, and
Corporate Secretary (2021)
Rory V. Harvey (56) Executive Vice President and Executive Vice President and President, North America (2023)
President, Global Markets (2024) Vice President, Global Cadillac (2020)
Vice President, Cadillac North America Sales, Service and
Marketing (2018)
Christopher T. Hatto (53) Vice President, Global Business Vice President, Controller and Chief Accounting Officer (2018)
Solutions and Chief Accounting
Officer (2020)
Paul A. Jacobson (52) Executive Vice President and Delta Air Lines, Executive Vice President — Chief Financial
Chief Financial Officer (2020) Officer (2013)
Gerald Johnson (61) Executive Vice President, Global Vice President, North America Manufacturing and Labor Relations
Manufacturing and Sustainability (2017)
(2019)
Mark L. Reuss (60) President (2019) Executive Vice President and President, Global Product
Development Group and Cadillac (2018)

There are no family relationships between any of the officers named above and there is no arrangement or understanding
between any of the officers named above and any other person pursuant to which he or she was selected as an officer. Each of
the officers named above was elected by the Board of Directors to hold office until his or her successor is elected and qualified
or until his or her earlier resignation or removal.

Environmental and Regulatory Matters

Automotive Criteria Emissions Control Our products are subject to laws and regulations globally that require us to control
certain non-GHG automotive emissions, including vehicle and engine exhaust emission standards, vehicle evaporative emission
standards and onboard diagnostic (OBD) system requirements. Emission requirements have become more stringent as a result
of stricter standards and new diagnostic requirements that have come into force in many markets around the world, often with
very little harmonization. Regulatory authorities may conduct ongoing evaluations of products from all manufacturers. Refer to
Item 1A. Risk Factors for additional information.

The U.S. federal government, through the Environmental Protection Agency (EPA), imposes stringent exhaust and
evaporative emission control requirements on vehicles sold in the U.S. The California Air Resources Board (CARB) likewise
imposes stringent exhaust and evaporative emission standards. The Clean Air Act permits states that have areas with air quality
compliance issues to adopt California emission standards in lieu of federal requirements. Various other states have adopted
California emission standards, and there is a possibility that additional U.S. jurisdictions could adopt California emission
standards in the future. The EPA has issued a proposal for its Tier 4 Multipollutant Rule that will begin with the 2027 model
year. The historically stringent proposal calls for ever-increasing volumes of zero emission vehicles (ZEVs) in order to maintain
compliance.

For each model year, we must obtain certification that our vehicles and engines will meet emission requirements of the EPA
before we can sell vehicles in the U.S. and Canada, and of CARB before we can sell vehicles in California and the states that
have adopted California emission standards.

The Canadian federal government's current vehicle pollutant emission requirements are generally aligned with U.S. federal
requirements.

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In 2019, certain areas within China began implementation of the China 6 emission standard (China 6) requirements. China 6
combines elements of both European Union (EU) and U.S. standards and increases the time and mileage periods over which
manufacturers are responsible for a vehicle's emission performance. Nationwide implementation of China 6a for new
registrations occurred in January 2021, and the more stringent China 6b was implemented in July 2023. In 2022, China began
studies regarding the next generation of vehicle emission standards (China 7), which will likely be influenced by the European
(Euro 7) standards.

Brazil has approved a set of national emission standards referred to as L7, implemented in 2022, and L8, to be implemented
from 2025 onward. L7 standards cover vehicle exhaust emissions, durability for emissions, evaporative emissions and noise
limits, and include additional OBD requirements and a phase-in for onboard refueling vapor recovery systems. L8 standards
include corporate average vehicle emissions targets, which increase in stringency every two years until 2031. Some of the
requirements are aligned with those of the EPA.

As a result of the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business),
GM’s vehicle presence in Europe is smaller, but GM may still be affected by actions taken by regulators related both to Opel/
Vauxhall vehicles sold before the sale of the Opel/Vauxhall Business as well as to other vehicles GM continues to sell in
Europe. In Europe, increased scrutiny of emission standards compliance may result in changes to these standards, as well as
stricter interpretations or redefinition of these standards and more rigorous enforcement. Beyond this, as a part of the EU's
desire to accelerate the shift to sustainable mobility, the EU is looking to develop stricter emission standards (Euro 7) for all
vehicles (including cars, vans, lorries and buses), as it moves to end the sale of ICE vehicles past 2035, and place requirements
on batteries to be used in EVs. For additional information, refer to Note 16 to our consolidated financial statements.

Automotive Fuel Economy and GHG Emissions In the U.S., the National Highway Traffic Safety Administration (NHTSA)
promulgates and enforces Corporate Average Fuel Economy (CAFE) standards for three separate fleets: domestic cars, import
cars and light-duty trucks. Manufacturers may use one or a combination of the following to resolve fleet deficits: credits from
the five prior model years, expected credits for the next three model years, credits obtained from other manufacturers or
payment of civil penalties. Manufacturers that do not resolve deficits for a model year may be subject to substantial civil
penalties. In addition to federal CAFE standards, the EPA promulgates and enforces GHG emission standards. NHTSA and the
EPA have separately finalized standards with differing stringency levels and affected model years, with the CAFE standards
addressing the 2024–2026 model years and the GHG standards addressing the 2023–2026 model years and both standards have
been challenged through litigation. NHTSA has also proposed CAFE standards for the 2027–2031 model years and the EPA
has proposed standards for the 2027–2032 model years that are not yet final. NHTSA and the EPA have also proposed on-going
fuel efficiency and GHG emissions requirements for medium- and heavy-duty vehicles. These requirements also increase in
stringency over time.

In addition, CARB has asserted the right to promulgate and enforce its own state GHG standards for motor vehicles, and
other states have asserted the right to adopt CARB's standards. CARB regulations previously stated that compliance with the
light-duty EPA GHG program is deemed compliance with CARB standards. However, in December 2018, CARB amended this
regulation to state that, in the event the EPA were to alter federal GHG stringency, which it now has, compliance with the
EPA's GHG emission standards will no longer be deemed compliance with CARB's separate requirements. While NHTSA and
the EPA previously took actions to preempt California’s GHG standards, NHTSA repealed its assertion of preemption and the
EPA rescinded its withdrawal of California’s preemption waiver, enabling CARB to enforce GHG standards from the
Advanced Clean Cars (ACC) program for the 2021–2025 model years. As a result, GM is required to meet state GHG standards
in California and the states that have adopted California’s GHG standards. The EPA’s rescission of its withdrawal of
California’s waiver has been challenged through litigation. CARB has not proposed separate GHG standards for the 2026 or
later model years, but may do so in the future.

CARB has also imposed a requirement that increases percentages of ZEVs that must be sold in California. While NHTSA
and the EPA previously took actions to preempt California’s ZEV standards, NHTSA repealed its assertion of preemption and
the EPA rescinded its withdrawal of California’s waiver, enabling CARB and the other adopting states to enforce ZEV
standards from the ACC program. The EPA’s rescission of its withdrawal of California’s waiver has been challenged through
litigation. Further, in August 2022, CARB finalized its Advanced Clean Cars II (ACC II) program, including ZEV standards
requiring increasing percentages of ZEVs for the 2026–2035 model years, ending with a 100% sales target in the 2035 model
year. CARB must obtain a waiver from the EPA to implement its ACC II program. Additional U.S. jurisdictions could adopt
CARB’s ACC and ACC II requirements in the future.

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In Canada, federal light- and heavy-duty GHG regulations are currently patterned after the U.S. EPA GHG emission
standards given the integrated nature of the auto sector between Canada and the U.S. The Canadian light-duty GHG standards
continue to largely align with the U.S. EPA GHG standards for the 2023–2026 model years. Additionally, in 2022, the
Canadian federal government issued the 2030 Emissions Reduction Plan requiring the implementation of increasingly stringent
ZEV supply regulations for the 2026–2035 model years starting with 20% ZEVs in the 2026 model year and ending with 100%
in the 2035 model year. The Canadian federal government recently published the ZEV Availability Standard outlining the
regulatory requirements for ZEV supply in Canada, with non-compliance resulting in enforcement action up to and including
criminal charges. Additionally, both Quebec and British Columbia have ZEV sales requirements in place where non-
compliance results in monetary penalties. Quebec’s ZEV requirements regulating the 2018–2025 model years are largely based
on California program requirements. Quebec recently passed new light-duty ZEV regulations for the 2025–2035 model years
that are more stringent than the California program requirements. The province of British Columbia’s light-duty ZEV
regulations were completed in July 2020 and cover the 2020–2039 model years. British Columbia has proposed revised and
very aggressive regulatory ZEV sales targets for the 2026–2035 model years, including a stringent 90% ZEV by the 2030
model year leading up to a 100% in the 2035 model year, making it the most stringent ZEV regulation of any jurisdiction in
North America.

China has two fuel consumption requirements for passenger vehicles enforced by the Ministry of Industry and Information
Technology (MIIT): an individual vehicle pass-fail type approval requirement and a corporate average fuel consumption
(CAFC) requirement. Specific to the CAFC requirement, China introduced Phase 5 in 2021 with full compliance required by
2025. In addition, China has established a mandate that requires passenger car manufacturers to produce a certain volume of
plug-in hybrid, battery electric and fuel cell vehicles, which are referred to as New Energy Vehicles (NEVs), from 2019 and
beyond. The number of NEV credits per car is based on the electric range, energy efficiency and battery energy density with the
goal of increasing NEV volume penetrations and improving technological sophistication over time. Uncommitted NEV credits
may be used to assist compliance with the corporate average fuel consumption requirement. China previously issued NEV
credit targets between 2019 and 2023 and has set new NEV credit targets aimed at further increasing NEV volumes for 2024
and 2025. In 2022, China began to study the CAFC requirement and NEV credit mandates for 2026–2030 (referred to as Phase
6). These standards are anticipated to be more stringent, aligned with the trend observed in other key global markets.

In Brazil, the Secretary of Industry and Development promulgates and enforces CAFE standards and has enforced a new
CAFE program for the period October 2020–September 2026 for light-duty and mid-size trucks and SUVs, including diesel
vehicles. The next phases of the program are yet to be finalized and are expected to gradually become more stringent.

We have several options to comply with existing and potential new regulations that we have utilized and may continue to
utilize, including increasing production and sale of certain vehicles, such as EVs, and curtailing production of others, which
could include profitable ICE vehicles; technology changes, including fuel consumption efficiency and engine upgrades;
payment of penalties; and/or the purchase of credits from third parties. We regularly evaluate our current and future product
plans and strategies for compliance with fuel economy and GHG regulations.

GM remains committed to an all-electric future. The Company has approved science-based targets for scope 1, 2 and 3
(Category 11) emissions and has announced plans to become carbon neutral in its global products and operations by 2040. In
addition, the Company plans to eliminate tailpipe emissions from new light-duty vehicles in the U.S. by 2035. These targets
align with our growth and transformation plan, including our commitment to an all-electric future.

Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws including
those regulating air emissions, water discharge, waste management and environmental cleanup. Certain environmental statutes
require that responsible parties fund remediation actions regardless of fault, legality of original disposal or ownership of a
disposal site. Under certain circumstances these laws impose joint and several liability as well as liability for related damages to
natural resources.

To further mitigate the impacts of our worldwide operations on the environment, including climate change, we are
supplementing our compliance programs with sustainability efforts focused on reducing operational GHG emissions, water
consumption and discharge and operational waste.

We have surpassed our goal of diverting more than 90% of our operational waste from landfills, incinerators and energy
recovery facilities by 2025, compared to our 2018 baseline, and are now building upon our strategies and ambitions. We also
continue our efforts to increase our use of renewable energy, improve our energy efficiency and work to drive growth and scale
of renewables. We have finalized the energy sourcing agreements required to secure 100% of the energy needed to power all

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our U.S. facilities with renewable energy by the end of 2025. This is in line with the accelerated target announced in September
2021 and 25 years ahead of the initial target of 2050, set in 2016. We are on target to meet the remaining needs of our global
operations with 100% renewable energy by 2035.

Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and
evaluate their effect on our business, suppliers and the automotive industry.

Globally, governments continue to introduce new legislation and regulations related to the selection and use of chemicals by
mandating broad prohibitions or restrictions and implementing vehicle interior air quality, green chemistry, life cycle analysis
and product stewardship initiatives. These initiatives give broad regulatory authority to ban or restrict the use of certain
chemical substances and potentially affect automobile manufacturers' responsibilities for vehicle components at the end of a
vehicle's life, as well as chemical selection for product development and manufacturing. Global treaties and initiatives such as
the Basel, Rotterdam and Stockholm Conventions on Chemicals and Waste, the Minamata Convention on Mercury and EU
Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), are driving chemical regulations across
signatory countries. Increases in the use of circuit boards and other electronics may require additional assessment under the
Restriction of Hazardous Substances and Waste from Electrical and Electronic Equipment directives. New European
requirements require suppliers of parts and vehicles to the European market to disclose substances of concern in parts.

Chemical regulations are increasing in North America. In the U.S., the EPA is moving forward with risk analysis and
management of high priority chemicals under the authority of the 2016 Lautenberg Chemical Safety for the 21st Century Act.
The EPA has also issued a per- and polyfluoroalkyl substances (PFAS) reporting rule that requires PFAS use reporting by
manufacturers between 2011 and 2022. In addition, several U.S. states have chemical management regulations that can affect
vehicle design and manufacturing such as chemical restriction and use requirements. For example, Maine and Minnesota will
require the reporting of PFAS in 2025 and 2026 and the elimination of PFAS in 2030 and 2032, except for unavoidable uses.
Chemical restrictions and export controls in Canada continue to steadily progress under the Environment and Climate Change
Canada's Chemical Management Plan to assess existing substances and implement risk management controls on any chemical
deemed toxic.

These emerging laws and regulations will potentially lead to increases in costs and supply chain complexity. Manufacturers,
including joint venture partners and suppliers, that do not comply with global and specific country regulations could be subject
to civil penalties, production disruptions or limitations on the sale of affected products. We believe we are materially in
compliance with substantially all these requirements or expect to be materially in compliance by the required dates.

Vehicle Safety

U.S. Requirements The National Traffic and Motor Vehicle Safety Act of 1966 (the Safety Act) regulates the vehicles and
items of motor vehicle equipment that we manufacture and sell. The Safety Act prohibits the sale in the U.S. of any new vehicle
or equipment that does not conform to applicable federal motor vehicle safety standards established by NHTSA. Meeting or
exceeding the many safety standards is costly as global compliance and non-governmental assessment requirements continue to
evolve and grow more complex, and lack harmonization globally. The Safety Act further requires that if we or NHTSA
determine a vehicle or an item of vehicle equipment does not comply with a safety standard, or that vehicle or equipment
contains a defect that poses an unreasonable safety risk, we must conduct a safety recall to remedy that condition in the affected
vehicles. Should we or NHTSA determine a safety defect or noncompliance issue exists with respect to any of our vehicles, the
cost of such recall campaigns could be substantial.

Other National Requirements Outside of the U.S., many countries have established vehicle safety standards and regulations
and are likely to adopt additional, more stringent requirements in the future. The European General Safety Regulation has
introduced United Nations Economic Commission for Europe (UNECE) regulations, which are required for the European Type
Approval process. Globally, governments generally have been adopting UNECE based regulations with some variations to
address local concerns. Any difference between North American and UNECE based regulations can add complexity and costs
to vehicle development, and we continue to support efforts to harmonize regulations to reduce complexity. Safety and recall
requirements in various countries around the world, including in China, Brazil and Gulf Cooperation Council countries, also
may add substantial costs and complexity to our safety and field action activities globally. In Canada, vehicle regulatory
requirements are generally aligned with U.S. regulations; however, under the Canadian Motor Vehicle Safety Act, recall
thresholds are different and the Minister of Transport has broad powers to order manufacturers to submit a notice of defect or
non-compliance when the Minister considers it to be in the interest of safety. Global regulations continue to increase in scope

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with new technologies, some of which can be market-specific, that can add complexity and increase our cost of compliance
globally.

Crash Test Ratings and New Car Assessment Programs Organizations in various regions around the world, including in the
U.S., rate and compare motor vehicles through various New Car Assessment Programs (NCAPs) to provide consumers and
businesses with additional information about the safety of new vehicles. NCAPs use crash tests and other evaluations that are
different than what is required by applicable regulations, and use stars or other grading systems, depending on the region, to
rate vehicle safety. Achieving high NCAP ratings, which can vary by country and region, can add complexity and cost to
vehicles.

Website Access to Our Reports Our internet website address is https://www.gm.com. In addition to the information about us
and our subsidiaries contained in this 2023 Form 10-K, information about us can be found on our website including information
on our corporate governance principles and practices. Our Investor Relations website at https://investor.gm.com contains a
significant amount of information about us, including financial and other information for investors. We encourage investors to
visit our website, as we frequently update and post new information about our company on our website and it is possible that
this information could be deemed to be material information. Our website and information included in or linked to our website
are not part of this 2023 Form 10-K.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange
Act), are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or
furnished to the U.S. Securities and Exchange Commission (SEC). The SEC maintains a website that contains reports, proxy
and information statements, and other information regarding our filings at https://www.sec.gov.

* * * * * * *

Item 1A. Risk Factors

We have listed below the most material risk factors applicable to us. These risk factors are not necessarily in the order of
importance or probability of occurrence:

Risks related to our competition and strategy

If we do not deliver new products, services, technologies and customer experiences in response to increased competition
and changing consumer needs and preferences, our business could suffer. We believe that the automotive industry will
continue to experience significant change in the coming years, particularly as traditional automotive original equipment
manufacturers (OEMs) continue to shift resources to the development of EVs. In addition to our traditional competitors, we
must also be responsive to the entrance of start-ups and other non-traditional competitors in the automotive industry, such as
software and ridesharing services supported by large technology companies. These new competitors, as well as established
industry participants, are disrupting the historic business model of our industry through the introduction of new technologies,
products, services, direct-to-consumer sales channels, methods of transportation and vehicle ownership. To successfully execute
our long-term strategy, we must continue to develop and commercialize new products and services, including products and
services that are outside of our historically core ICE business, such as EVs and AVs, software-enabled connected services and
other new businesses.

There can be no assurance that advances in technology will occur in a timely or feasible way, if at all, that others will not
acquire similar or superior technologies sooner than we do, or that we will acquire technologies on an exclusive basis or at a
significant price advantage. The process of designing and developing new technology, products and services is costly and
uncertain and requires extensive capital investment. If our access to capital were to become significantly constrained, if costs of
capital increased significantly, or if our ability to raise capital is challenged relative to our peers, our ability to execute on our
strategic plans could be adversely affected. Further, if we are unable to prevent or effectively remedy errors, bugs,
vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not
adequately prepare for and respond to new kinds of technological innovations, market developments and changing customer
needs and preferences, our sales, profitability and long-term competitiveness may be materially harmed.

Our ability to attract and retain talented, diverse and highly skilled employees is critical to our success and
competitiveness. Our success depends on our ability to recruit and retain talented and diverse employees who are highly skilled

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in their areas. In particular, our vehicles and connected services increasingly rely on software and hardware that is highly
technical and complex and our success in this area is dependent upon our ability to retain and recruit the best talent. The market
for highly skilled workers and leaders in our industry is extremely competitive. In addition to compensation considerations,
current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working
for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations, such as
embracing sustainability and diversity, equity and inclusion initiatives. Failure to attract, hire, develop, motivate and retain
highly qualified and diverse employees could disrupt our operations and adversely affect our strategic plans.

Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle
models, including EVs, that are able to attract a sufficient number of consumers. We operate in a very competitive industry
with market participants routinely introducing new and improved vehicle models and features, at decreasing price points,
designed to meet rapidly evolving consumer expectations. Producing new and improved vehicle models, including EVs, that
preserve our reputation for designing, building and selling safe, high-quality cars, crossovers, trucks and SUVs is critical to our
long-term profitability. Successful launches of our new vehicles are critical to our short-term profitability. The new vehicle
development process can take two years or more, and a number of factors may lengthen that time period. Because of this
product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs,
including competitors’ product introductions, technological innovations, fuel prices, general economic conditions, regulatory
developments, including tax credits or other government policies in various countries, transportation infrastructure and changes
in quality, safety, reliability and styling demands and preferences, an initial product concept or design may not result in a
saleable vehicle or a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable. Our high
proportion of fixed costs, both due to our significant investment in property, plant and equipment as well as other requirements
of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our
products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.

Our long-term strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and
profitable sale of EVs has become increasingly important to our long-term business as we continue our transition to an all-
electric future. Our EV strategy is dependent on our ability to deliver a strategic portfolio of high-quality EVs that are
competitive and meet consumer demands; scale our EV manufacturing capabilities; reduce the costs associated with the
manufacture of EVs, particularly with respect to battery cells and packs; increase vehicle range and the energy density of our
batteries; efficiently source sufficient materials for the manufacture of battery cells; license and monetize our proprietary
platforms and related innovations; successfully invest in new technologies relative to our peers; develop new software and
services; and leverage our scale, manufacturing capabilities and synergies with existing ICE vehicles. Our progress towards
these objectives has impacted, and may continue to impact, the need to record losses on our EV-related inventory, including
battery cells.

In addition, the success of our long-term strategy is dependent on consumer adoption of EVs. Consumer adoption of EVs
could be impacted by numerous factors, including the breadth of the portfolio of EVs available; perceptions about EV features,
quality, safety, performance and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery
charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the
success of the Company's charging infrastructure programs and strategic joint ventures and other relationships; cost and
availability of high fuel-economy ICE vehicles; volatility, or a sustained decrease, in the cost of petroleum-based fuel; failure
by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater
availability of cleaner energy grids and EV charging stations, and to provide meaningful and fully utilizable economic
incentives promoting the adoption of EVs, including production and consumer credits contemplated by the Inflation Reduction
Act (IRA); and negative feedback from stakeholders impacting investor and consumer confidence in our company or industry.
If we are unable to successfully deliver on our EV strategy, it could materially and adversely affect our results of operations,
financial condition and growth prospects, and could negatively impact our brand and reputation.

Our near-term profitability is dependent upon the success of our current line of ICE vehicles, particularly our full-size
ICE SUVs and full-size ICE pickup trucks. While we offer a broad portfolio of cars, crossovers, SUVs and trucks, and we
have announced significant plans to design, build and sell a strategic portfolio of EVs, we currently recognize the highest profit
margins on our full-size ICE SUVs and full-size ICE pickup trucks. As a result, our near-term success is dependent upon our
ability to sell higher margin vehicles in sufficient volumes. We are also using the cash generated by our ICE vehicles to fund
our growth strategy, including with respect to EVs and AVs. Any near-term shift in consumer preferences toward smaller, more
fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of
global political instability (such as related to the ongoing conflicts in Ukraine and Gaza), concerns about fuel consumption or
GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles. More stringent fuel economy

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regulations could also impact our ability to sell these vehicles or could result in additional costs associated with these vehicles,
which could be material. See “Our operations and products are subject to extensive laws, regulations and policies, including
those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do
business.”

We operate in a highly competitive industry that has historically had excess manufacturing capacity, and attempts by our
competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market share and operating
results. The global automotive industry is highly competitive in terms of the quality, innovation, new technologies, pricing,
fuel economy, reliability, safety, customer service and financial services offered. Additionally, despite the fact that OEMs have
experienced supply constraints in recent years due to the COVID-19 pandemic and certain supply chain and logistics
challenges, overall manufacturing capacity in the automotive industry has historically far exceeded demand, and we expect
conditions to normalize in the near term. In addition, we have made, and plan to continue to make, significant investments in
EV manufacturing capacity based on our expectations for EV demand, which is subject to various risks and uncertainties as
described above. Many manufacturers, including GM, have relatively high fixed labor costs as well as limitations on their
ability to efficiently close facilities and reduce fixed costs, including as a result of collective bargaining agreements. In light of
any excess capacity and high fixed costs, many industry participants have attempted to sell more vehicles by providing
subsidized financing or leasing programs, offering marketing incentives or reducing vehicle prices. As a result, we have had,
and may in the future need, to offer similar incentives, which may result in vehicle prices that do not offset our costs, including
any cost increases or the impact of adverse currency fluctuations, which could affect our profitability. Our competitors may also
seek to benefit from economies of scale by consolidating or entering into other strategic agreements such as alliances or joint
ventures intended to enhance their competitiveness.

Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key
emerging markets and have begun offering their products in established markets, as well as a low-cost alternative to established
entry-level automobiles. In addition, foreign governments may decide to implement tax and other policies that favor their
domestic manufacturers at the expense of international manufacturers, including GM and its joint venture partners. These
actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market share and
operating results in these markets.

Our AV strategy is dependent upon our ability to successfully mitigate unique technological, operational and regulatory
risks, including the various regulatory approvals and permits required for operating driverless AVs in multiple markets.
Cruise Holdings, our majority-owned subsidiary, is pursuing the development and commercialization of AV technology. Our
AV operations are capital intensive and subject to a variety of risks inherent with the development of new technologies,
including our ability to continue to develop self-driving software and hardware, such as Light Detection and Ranging (LiDAR)
sensors and other components; access to sufficient capital; risks related to the manufacture of purpose-built AVs; and
significant competition from both established automotive companies and technology companies, some of which may have more
resources and capital to devote to AV technologies than we do. In addition, we face risks related to the commercial deployment
of AVs on our targeted timeline or at all, including consumer acceptance, reputation of our brand, achievement of adequate
safety and other performance standards and compliance with uncertain, evolving and potentially conflicting federal, state,
provincial or local regulations. Advanced technologies such as AVs present novel issues with which domestic and foreign
regulators have only limited experience, and will be subject to evolving regulatory frameworks. Any current or future
regulations in these areas, and our relationships with regulators, could impede the successful commercialization of these
technologies and impact whether and how these technologies are designed and integrated into our products, and may ultimately
subject us to increased costs and uncertainty. In order for Cruise to successfully execute its business plan and achieve its
revenue targets, legislation and regulations must evolve to permit widespread commercial AV deployment. To the extent
accidents, cybersecurity breaches or other adverse events associated with our autonomous driving systems occur, we could be
subject to liability, reputational harm, government scrutiny and further regulation, and it could deter consumer adoption of AV
technology. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth
prospects.

In October 2023, a hit-and-run accident involving a pedestrian and a third-party vehicle occurred, which resulted in the
pedestrian being thrown into the path of a Cruise AV. During the resulting investigation, regulators perceived that Cruise
representatives were not explicit about a secondary movement of the Cruise AV and, as a result, the California DMV suspended
Cruise's permits to operate AVs in California without a safety driver. Shortly thereafter, Cruise voluntarily paused all of its
driverless, supervised and manual AV operations in the U.S. while it examines its processes, systems and tools. This orderly
pause is designed to rebuild public trust while Cruise undertakes a comprehensive safety review. In addition, certain federal and
state agencies, including the California DMV, the California Public Utilities Commission, NHTSA, the U.S. Department of

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Justice and the SEC, have opened investigations or made inquiries in connection with the incident. We and Cruise are
investigating these matters internally and intend to cooperate with all government regulators and agencies in connection with
these matters. At this time, we are not able to predict when Cruise will resume driverless testing or commercial AV operations.

We are subject to risks associated with climate change, including increased regulation of GHG emissions, changing
consumer preferences and other risks related to our transition to EVs and the potential increased impacts of severe weather
events on our operations and infrastructure. Increasing attention to climate change, rising societal expectations on companies
to address climate change, requirements for increased disclosure and changes in consumer and investor preferences may result
in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements, risks to
our reputation and the potential for increased litigation and governmental investigations. Regulations at the federal, state or
local level or in international jurisdictions could require us to further limit emissions associated with customer use of products
we sell, change our manufacturing processes or product portfolio or undertake other activities that may require us to incur
additional expense, which may be material. These requirements may increase the cost of, and/or diminish demand for, our ICE
vehicles. See “Our operations and products are subject to extensive laws, regulations and policies, including those related to
vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” In
addition, at the state and federal level in the U.S. and abroad there are an increasing number of sustainability-related rules and
regulations that have been adopted or proposed. Such regulations may subject us to new disclosure requirements, new supply
chain requirements, new trade restrictions and increased risk of litigation or regulatory action, which could result in increased
costs (in our operations and supply chain) and risks to our reputation or consumer demand for our products if we do not meet
increasingly demanding stakeholder expectations and standards. Furthermore, our practices may be judged against
sustainability standards that are continually evolving and not always clear. Prevailing sustainability standards, expectations and
regulations may also reflect contrasting or conflicting values or agendas.

Part of our strategy to address these risks includes our transition to EVs, which presents additional risks, including reduced
demand for, and therefore profits from, our ICE vehicles, which we are using to fund our growth strategy and transition to EVs;
higher costs or reduced availability of materials related to EV technologies, whether as a result of increased competition or
more stringent regulatory requirements, impacting profitability, particularly with respect to batteries and battery raw material;
risks related to the success of our EV strategy, particularly with respect to advancement of battery cell technology, charging
infrastructure and competition; and uncertainty over how EVs will be treated under upcoming CAFE regulations. See “Our
long-term strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs” and “Our near-term
profitability is dependent upon the success of our current line of full-size ICE SUVs and full-size ICE pickup trucks.”

Finally, increased intensity, frequency or duration of storms, droughts, wildfires or other severe weather events as a result of
climate change may disrupt our production and the production, logistics, cost and procurement of products from our suppliers
and timely delivery of vehicles to customers, and could negatively impact working conditions at our plants and those of our
suppliers. Such weather events may also adversely impact the financial condition of our customers, and thereby reduce demand
for our products and services. Any of the foregoing could have a material adverse effect on our financial condition and results
of operations.

Risks related to our operations

Our business is highly dependent upon global automobile market sales volume, which can be volatile. Because we have a
high proportion of relatively fixed structural costs, small changes in sales volume can have a disproportionately large effect on
our profitability. A number of economic and market conditions drive changes in new vehicle sales, including disruptions in the
new vehicle supply chain, the availability and prices of used vehicles, levels of unemployment and inflation, availability of
affordable financing, elevated interest rates, fluctuations in the cost of fuel, consumer confidence and demand for vehicles,
political unrest or uncertainty, the occurrence of a public health crisis, barriers to trade and other global economic conditions.
For a discussion of economic and market trends, see the "Overview" section in Part II, Item 7. MD&A. If our operating
environment deteriorates for these or other reasons, including a moderate to severe recession in any of the markets in which we
operate, it could lead to a significant decrease in new vehicle sales, which could materially and adversely affect our results of
operations and financial condition.

Inflationary pressures and persistently high prices and uncertain availability of commodities, raw materials or other
inputs used by us and our suppliers, or instability in logistics and related costs, could negatively impact our profitability.
Increases in prices, including as a result of inflation and rising interest rates, for commodities, raw materials, energy or other
inputs that we and our suppliers use in manufacturing products, systems, components and parts, such as steel, precious metals,
non-ferrous metals, critical minerals or other similar raw materials, or increases in logistics and related costs, have led and may

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continue to lead to higher production costs for parts, components and vehicles. In addition, elevated cost, or reduced
availability, of critical materials for our EV propulsion systems, including lithium, nickel, cobalt and certain rare earth metals,
could lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy.
Further, increasing global demand for, and uncertain supply of, such materials could disrupt our or our suppliers’ ability to
obtain such materials in a timely manner and/or could lead to increased costs. Geopolitical risk, fluctuations in supply and
demand, fluctuations in interest rates, any weakening of the U.S. dollar and other economic and political factors have created
and may continue to create pricing pressure for commodities, raw materials, energy and other inputs. These inflationary
pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our
customers or require our suppliers to absorb such costs.

Our business in China subjects us to unique operational, competitive and regulatory risks. Our business in China is
subject to aggressive competition from many of the largest global manufacturers and numerous domestic manufacturers, which
have experienced significant growth in customer acceptance, as well as non-traditional market participants, such as domestic
technology companies. In addition, our success in China depends upon our ability to adequately address unique market and
consumer preferences driven by advancements related to EVs, infotainment, software-enabled connected services and other
new technologies while achieving industry-leading affordability. Our ability to fully deploy our technologies in China may be
impacted by evolving laws and regulations in the U.S. and China and the unique regulatory landscape in China. Increased
competition, continued U.S.-China trade tensions, weakening economic conditions in China or China's level of integration with
key components in our global supply chain, among other factors, may result in cost increases, price reductions, reduced sales,
profitability and margins, and challenges to gaining or holding market share.

Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and
Chinese law regulates the scope of our investments and business conducted within China. The Chinese government may adopt
new regulations that may impact entities operating in China or the ability of non-Chinese entities to obtain critical materials
from China, potentially with little advance notice. In order to maintain access to the Chinese market, we may be required to
comply with significant technical and other regulatory requirements, including under such regulatory actions, that are unique to
the Chinese market, at times with short notice. These actions may increase the cost of doing business in China or limit how we
may do business in China, which could materially and adversely affect the profitability and financial condition of our China
business.

We benefit from many ongoing strategic business relationships, particularly with respect to facilitating access to raw
materials necessary for the production of EVs, and a significant amount of our operations are conducted by joint ventures,
which we cannot operate solely for our benefit. We are engaged in many strategic business relationships, and we expect that
such arrangements will continue to be an important factor in the growth and success of our business, particularly in light of
industry consolidation. However, there are no assurances that we will be able to identify or secure suitable business
relationships in the future or that our competitors will not capitalize on such opportunities before we do, or that any strategic
business relationships that we enter into will be successful. If we are unable to successfully source and execute on strategic
business relationships in the future, our overall growth could be impaired, and our business, prospects and results of operations
could be materially adversely affected. In particular, to secure critical materials for the production of EVs, we have entered, and
plan to continue to enter, into offtake agreements with raw material suppliers and make investments in certain raw material
suppliers. The terms of these offtake agreements may obligate us to purchase defined quantities of output over a specified
period of time, subject to certain conditions. If we are unable to utilize or otherwise monetize the raw materials we are obligated
to purchase under these offtake agreements, whether as a result of lower than expected EV production volumes, changes in
battery technology that reduce the need for certain raw materials or other reasons, it could materially adversely affect our cash
flows and increase our inventory. Further, our investments in raw materials suppliers could expose us to distinct risks not
traditionally associated with the automotive sector, and if the raw materials suppliers in which we have invested are
unsuccessful, our investments could lose their value.

In addition, many of our operations, primarily in China and Korea as well as certain of our battery manufacturing and raw
material sourcing operations in the U.S. and Canada, are carried out by joint ventures. In joint ventures, we share ownership and
management of a company with one or more parties who may not have the same goals, strategies, priorities, business incentives
or resources as we do and may compete with us outside the joint venture. Joint ventures are intended to be operated for the
benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional
organizational formalities as well as time-consuming procedures for sharing information and making decisions that must further
take into consideration our partners' interests. In joint ventures, we are required to foster our relationships with our co-owners as
well as promote the overall success of the joint venture, and if a co-owner changes, relationships deteriorate or strategic
objectives diverge, our success in the joint venture may be materially adversely affected. Further, because most of the benefits

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from a successful joint venture are shared among the co-owners, we do not receive all the benefits from our successful joint
ventures.

In addition, because we share ownership and management with one or more parties, we may have limited control over the
actions of a joint venture, particularly when we own a minority interest. As a result, we may be unable to prevent violations of
applicable laws or other misconduct by a joint venture or the failure to satisfy contractual obligations by one or more parties.
Moreover, a joint venture may not be subject to the same financial reporting, corporate governance, or compliance approaches
that we follow. To the extent another party makes decisions that negatively impact the joint venture or internal control issues
arise within the joint venture, we may have to take responsive actions, or we may be subject to penalties, fines or other punitive
actions or suffer reputational harm for these activities.

The international scale and footprint of our operations expose us to additional risks. We manufacture, sell and service
products globally and rely upon an integrated global supply chain to deliver the raw materials, components, systems and parts
that we need to manufacture our products. Our global operations subject us to extensive domestic and foreign legal and
regulatory requirements, and a variety of other political, economic and regulatory risks, which may have a material adverse
effect on our financial condition or results of operations, including: (1) changes in government leadership; (2) changes in trade
compliance, labor, employment, tax, privacy, environmental and other laws, regulations or government policies impacting our
overall business model or practices or restricting our ability to manufacture, purchase or sell products consistent with market
demand and our business objectives; (3) political pressures to change any aspect of our business model or practices or that
impair our ability to source raw materials, services, components, systems and parts, or manufacture products on competitive
terms in a manner consistent with our business objectives (including with respect to full utilization of the incentives
contemplated by the IRA); (4) political uncertainty, instability, civil unrest, government controls over certain sectors or human
rights concerns; (5) political and economic tensions between governments and changes in international economic policies,
including restrictions on the repatriation of dividends or in the export of technology, especially between China and the U.S.; (6)
changes to customs requirements or procedures (e.g., inspections) or new or higher tariffs, for example, on products imported
into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets; (7) new or evolving
non-tariff barriers or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or
impediments to implementing free trade agreements, or preferences of foreign nationals for domestically manufactured
products; (8) changes in foreign currency exchange rates, particularly in Argentina, and interest rates; (9) economic downturns
or significant changes in macroeconomic conditions in the countries in which we operate; (10) differing local product
preferences and product requirements, including government certification requirements related to, among other things, fuel
economy, vehicle emissions, EVs and AVs, connected services and safety; (11) impact of changes to and compliance with U.S.
and foreign countries’ export controls, economic sanctions and other similar measures; (12) impacts on our operations or
liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign
Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, agreements, requirements and
union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in
foreign countries for local operations; and (16) natural disasters, public health crises, and other catastrophic events.

Any significant disruption at one of our manufacturing facilities could disrupt our production schedule. We assemble
vehicles at various facilities around the world. Our facilities are typically designed to produce particular models for particular
geographic markets. No single facility is designed to manufacture our full range of vehicles. In some cases, certain facilities
produce products, systems, components and parts that disproportionately contribute a greater degree to our profitability than
others and create significant interdependencies among manufacturing facilities around the world. When these or other facilities
become unavailable, either temporarily or permanently and for any number of reasons, including labor disruptions or shortages,
supply chain disruptions, the occurrence of a public health crisis or catastrophic weather events, whether or not as a result of
climate change, the inability to manufacture at the affected facility has resulted, and may in the future result, in harm to our
reputation, increased costs, lower revenues and the loss of customers. We may not be able to easily shift production to other
facilities or to make up for lost production. Any new facility needed to replace an inoperable manufacturing facility would need
to comply with the necessary regulatory requirements, need to satisfy our specialized manufacturing requirements and require
specialized equipment.

In addition, substantially all of our hourly employees are represented by unions and covered by collective bargaining
agreements that must be negotiated from time-to-time, including at the local facility level. As a result, we may be subject to an
increased risk of strikes, work stoppages or other types of conflicts with labor unions and employees.

Disruption in our suppliers’ operations have disrupted, and could in the future disrupt, our production schedule. Our
automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw

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materials and parts that we need to manufacture our products. Other than with respect to certain of our offtake agreements with
battery raw material suppliers, our use of “just-in-time” manufacturing processes typically allows us to maintain minimal
inventory. As a result, our ability to maintain production is dependent upon our suppliers delivering sufficient quantities of
systems, components, raw materials and parts on time to meet our production schedules and specifications. In some instances,
we purchase systems, components, raw materials and parts that are ultimately derived from a single source and may be at an
increased risk for supply disruptions. Any number of factors, including labor disruptions, catastrophic weather events, the
occurrence of a public health crisis, contractual or other disputes, unfavorable economic or industry conditions, restrictions on
transactions involving certain territories, entities or individuals, delivery delays or other performance problems or financial
difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause
supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin
vehicles. When we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of
our production schedule caused by an unexpected shortage of systems, components, raw materials or parts even for a relatively
short period of time could cause us to alter production schedules, increase work-in-process inventory or suspend production
entirely, which could cause a loss of revenues or an increase in working capital, which would adversely affect our profitability
and financial condition.

Pandemics, epidemics, disease outbreaks and other public health crises have disrupted our business and operations, and
future public health crises could materially adversely impact our business, financial condition, liquidity and results of
operations. Pandemics, epidemics or disease outbreaks in the U.S. or globally, such as the COVID-19 pandemic, have
previously disrupted, and may in the future disrupt, our business, which could materially affect our results of operations,
financial condition, liquidity and future expectations. Any such events may adversely impact our global supply chain and global
manufacturing operations and cause us to suspend our operations in the affected markets. In particular, we could experience,
among other things: (1) continued or additional global supply disruptions; (2) labor disruptions or shortages; (3) an inability to
manufacture; (4) an inability to sell to our customers; (5) a decline in showroom traffic and customer demand; (6) customer
defaults on automobile loans and leases; (7) lower than expected pricing on vehicles sold at auction; and (8) an impaired ability
to access credit and the capital markets. Any new public health crisis could have a material impact on our business, financial
condition and results of operations going forward.

Risks related to our intellectual property, cybersecurity, information technology and data management practices

Competitors may independently develop products and services similar to ours, and there are no guarantees that GM’s
intellectual property rights would prevent competitors from independently developing or selling those products and services.
There may be instances where, notwithstanding our intellectual property position, competitive products or services may impact
the value of our brands and other intangible assets, and our business may be adversely affected. Moreover, although GM takes
reasonable steps to maintain the confidentiality of GM proprietary information, there can be no assurance that such efforts will
completely deter or prevent misappropriation or improper use of our intellectual property. We sometimes face attempts to gain
unauthorized access to our information technology networks and systems for the purpose of improperly acquiring our trade
secrets or confidential business information. The theft or unauthorized use or publication of our trade secrets and other
confidential business information as a result of such an incident could adversely affect our competitive position. In addition, we
have been, and in the future may be, the target of patent enforcement actions by third parties, including aggressive and
opportunistic enforcement claims by non-practicing entities. Regardless of the merit of such claims, responding to infringement
claims can be expensive and time-consuming. Although we have taken steps to mitigate such risks, if we are found to have
infringed any third-party intellectual property rights, we could be required to pay substantial damages, or we could be enjoined
from offering some of our products and services. In addition, to prevent unauthorized use of our intellectual property, it may be
necessary to prosecute actions for infringement, misappropriation or other violations of our intellectual property against third
parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there
can be no assurance that we will be successful in any such action.

Security breaches, cyberattacks and other disruptions to information technology systems and networked products,
including connected vehicles, owned or maintained by us, GM Financial, or third parties, such as vendors or suppliers,
could interfere with our operations and could compromise the confidentiality of private customer data or our proprietary
information. We rely upon information technology systems and manufacture networked and connected products, some of
which are managed by third parties, to process, transmit and store electronic information and to manage or support a variety of
our business processes, activities and products. Additionally, we and GM Financial collect and store sensitive data, including
intellectual property and proprietary business information (including that of our dealers and suppliers), as well as personally
identifiable information of our customers and employees, in data centers and on information technology networks (including
networks that may be controlled or maintained by third parties). The secure operation of these systems and products, and the

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processing and maintenance of the information processed by these systems and products, is critical to our business operations
and strategy. Further, customers using our systems rely on the security of our infrastructure, including hardware and other
elements provided by third parties, to ensure the reliability of our products and the protection of their data. We also face the risk
of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business
activities, including vendors, service providers, suppliers, customers, counterparties, exchanges, clearing agents, clearinghouses
or other financial intermediaries. Such parties and other third parties who provide us services or with whom we communicate
could also be the source of a cyberattack on, or breach of, our operational systems, network, data or infrastructure.

Despite our security measures and business continuity plans, our information technology systems and networked and
connected products may be vulnerable to intrusion, damage, disruptions or shutdowns caused by attacks by hackers, computer
viruses or worms, malware (including “ransomware”), phishing attacks, denial of service attacks or breaches due to errors,
negligence or malfeasance by employees, contractors and others who have access to these systems and products. Techniques
used in cyberattacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly
diverse and sophisticated. Data breaches and other cybersecurity events have become increasingly commonplace, including as a
result of the intensification of state-sponsored cyberattacks during periods of geopolitical conflict. The occurrence of any of
these events could compromise the confidentiality, operational integrity and accessibility of these systems and products and the
data that resides within them. Similarly, such an occurrence could result in the compromise or loss of the information processed
by these systems and products. Such events could result in, among other things, the loss of proprietary data, interruptions or
delays in our business operations and damage to our reputation. In addition, such events could increase the risk of claims
alleging that we are non-compliant with applicable laws or regulations, subjecting us to potential liability or regulatory penalties
and related costs under laws protecting the privacy of personal information; disrupt our operations; or reduce the competitive
advantage we hope to derive from our investment in advanced technologies. Various events described above have occurred in
the past and may occur in the future. Although impacts of past events have been immaterial, the impacts of such events in the
future may be material.

Security breaches and other disruptions of our in-vehicle systems could impact the safety of our customers and reduce
confidence in GM and our products. Our vehicles contain complex information technology systems. These systems control
various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, braking, window, door lock
functions and battery and electric motors. We have designed, implemented and tested security measures intended to prevent
unauthorized access to these systems. However, hackers and other malicious actors have reportedly attempted, and may attempt
in the future, to gain unauthorized access to modify, alter and use networks, vehicle software or their systems to gain control of,
or to change, our vehicles’ functionality, user interface and performance characteristics, or to gain access to data stored in or
generated by the vehicle. Any unauthorized access to, or control of, our vehicles or their systems or any unauthorized access to
or loss of data could adversely impact the safety of our customers or result in failure of our systems, any of which could result
in interruptions to our business, legal claims or proceedings, liability or regulatory penalties. Laws that would permit third-party
access to vehicle data and related systems could expose our vehicles and vehicle systems to third-party access without
appropriate security measures in place, leading to new safety and security risks for our customers and reducing customer trust
and confidence in our products. In addition, regardless of their veracity, reports of unauthorized access to our vehicles or their
systems or data, as well as other factors that may result in the perception that our vehicles or their systems or data are capable of
being "hacked" and lack appropriate safety controls, could negatively affect our brand and harm our reputation, which could
adversely impact our business and operating results.

Our enterprise data practices, including the collection, use, sharing and security of the personal information of our
customers, employees and suppliers, are subject to increasingly complex and restrictive regulations in all key market
regions. Under these regulations, which include the California Consumer Privacy Act of 2018, as amended by the California
Privacy Rights Act, and the EU's General Data Protection Regulation 2016/679, the U.K. Data Protection Act of 2018, and
other international data protection, privacy, data security, data localization and similar national, state, provincial, and local laws,
the failure to maintain compliant data practices could result in consumer complaints and regulatory inquiry, resulting in civil or
criminal penalties, as well as have a negative impact on our brand or result in other harm to our business. In addition, increased
consumer sensitivity to real or perceived failures in maintaining acceptable data practices could damage our reputation and
deter current and potential users or customers from using our products and services. The cost of compliance with these laws and
regulations will be high and is likely to increase in the future. The growing patchwork of state and country regulations imposes
burdensome obligations on companies to quickly respond to consumer requests, such as requests to delete, disclose and stop
selling personal information, with significant fines for noncompliance. Complying with these new laws has significantly
increased, and may continue to increase, our operating costs and is driving increased complexity in our operations.

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Risks related to government regulations and litigation

Our operations and products are subject to extensive laws, regulations and policies, including those related to vehicle
emissions and fuel economy standards, which can significantly increase our costs and affect how we do business. We are
significantly affected by governmental regulations on a global basis that can increase costs related to the production of our
vehicles and affect our product portfolio, particularly regulations relating to fuel economy standards and GHG emissions.
Meeting or exceeding the requirements of these regulations is costly, often technologically challenging and may require phase-
out of internal combustion propulsion vehicles in certain major jurisdictions, and these standards are often not harmonized
across jurisdictions. We anticipate that the number and extent of these and other regulations, laws and policies, and the related
costs and changes to our product portfolio, may increase significantly in the future, primarily motivated by efforts to reduce
GHG emissions. Specifically, fuel economy and GHG emission regulations at the federal, state or local level or in international
jurisdictions could require us to further limit the sale of certain profitable products, subsidize the sale of less profitable ones,
change our manufacturing processes, pay increased penalties, purchase additional credits from our competitors or undertake
other activities that may require us to incur additional expense, which may be material. These requirements may increase the
cost of, and/or diminish demand for, our vehicles. These regulatory requirements, among others, could significantly affect our
plans for global product development and, given the uncertainty surrounding enforcement and regulatory definitions and
interpretations, may result in substantial costs, including civil or criminal penalties. In addition, an evolving but un-harmonized
emissions and fuel economy regulatory framework that could include specific sales mandates may limit or dictate the types of
vehicles we sell and where we sell them, which can affect our revenues and profitability. Refer to the “Environmental and
Regulatory Matters” section of Item 1. Business for further information on regulatory and environmental requirements.

We expect that to comply with fuel economy and GHG emission standards and mandates to sell specific volumes of ZEVs in
certain jurisdictions, we will be required to sell a significant volume of EVs, and potentially develop and implement new
technologies for conventional internal combustion engines, all of which will require substantial investment and expense. There
are limits on our ability to achieve fuel economy improvements over a given time frame, primarily relating to the cost and
effectiveness of available technologies, lack of sufficient consumer acceptance of new technologies and of changes in vehicle
mix, lack of willingness of consumers to absorb the additional costs of new technologies, the appropriateness (or lack thereof)
of certain technologies for use in particular vehicles, the widespread availability (or lack thereof) of supporting infrastructure
for new technologies, especially with respect to EVs, the availability (or lack thereof) of the raw materials and component
supply to make batteries and other elements of EVs, and the human, engineering and financial resources necessary to deploy
new technologies across a wide range of products and powertrains in a short time. There is no assurance that we will be able to
produce and sell vehicles that use such new technologies on a profitable basis or that our customers will purchase such vehicles
in the quantities necessary for us to comply with current or future regulatory requirements.

In the current uncertain regulatory framework, compliance costs for which we may be responsible and that are not reasonably
estimable could be substantial. Alleged violations of fuel economy or vehicle emission standards could result in legal
proceedings, the recall of one or more of our products, negotiated remedial actions, fines and penalties, restricted product
offerings or a combination of any of those items. Any of these actions could have a material adverse effect on our profitability,
financial condition and operations, including facility idling, reduced employment, increased costs and loss of revenue.

In addition, many of our advanced technologies, including AVs, present novel issues with which domestic and foreign
regulators have only limited experience, and will be subject to evolving regulatory frameworks. Current or any future
regulations in these areas could impede the successful commercialization of these technologies and impact whether and how
these technologies are designed and integrated into our products, and may ultimately subject us to increased costs and
uncertainty.

We could be materially adversely affected by unusual or significant litigation, governmental investigations or other
proceedings. We are subject to legal proceedings in the U.S. and elsewhere involving various issues, including product liability
lawsuits, warranty litigation, class action litigations alleging product defects, emissions litigation, stockholder litigation, labor
and employment litigation and claims and actions arising from restructurings and divestitures of operations and assets. In
addition, we are subject to various governmental proceedings and investigations. A negative outcome in one or more of these
proceedings could result in the imposition of damages, including punitive damages, fines, reputational harm, civil lawsuits and
criminal penalties, interruptions of business, modification of business practices, equitable remedies and other sanctions against
us or our personnel as well as legal and other costs, all of which may be significant. For a further discussion of certain of these
matters, refer to Note 16 to our consolidated financial statements.

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The costs and effect on our reputation of product safety recalls and alleged defects in products and services could
materially adversely affect our business. Government safety standards require manufacturers to remedy certain product safety
defects through recall campaigns and vehicle repurchases. Under these standards, we could be subject to civil or criminal
penalties or may incur various costs, including significant costs for repairs made at no cost to the consumer. The costs we incur
in connection with these recalls typically include the cost of the part being replaced and labor to remove and replace the
defective part. The costs to complete a recall could be exacerbated to the extent that such action relates to a global platform.
Concerns about the safety of our products, including advanced technologies like AVs, whether raised internally or by regulators
or consumer advocates, and whether or not based on scientific evidence or supported by data, can result in product delays,
recalls, field actions, lost sales, governmental investigations, regulatory action, private claims, lawsuits and settlements and
reputational damage. These circumstances can also result in damage to brand image, brand equity and consumer trust in our
products and ability to lead the industry with respect to new technologies, such as EVs and AVs.

We currently source a variety of systems, components, raw materials and parts from third parties. From time to time these
items may have performance or quality issues that could harm our reputation and cause us to incur significant costs, particularly
if the affected items relate to global platforms or involve defects that are identified years after production. Our ability to recover
costs associated with recalls or other campaigns caused by parts or components purchased from suppliers may be limited by the
suppliers’ financial condition or a number of other reasons or defenses.

We may incur additional tax expense or become subject to additional tax exposure. We are subject to the tax laws and
regulations of the U.S. and numerous other jurisdictions in which we do business. Many judgments are required in determining
our worldwide provision for income taxes and other tax liabilities, and we are regularly under audit by the U.S. Internal
Revenue Service and other tax authorities, which may not agree with our tax positions. In addition, our tax liabilities are subject
to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the
countries in which we do business (for example, the Organisation for Economic Co-Operation and Development proposals,
including the introduction of global minimum tax standards), the possibility of tax controversy related to adverse
determinations with respect to the application of existing laws (in particular, with respect to full realization of the incentives
contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and
liabilities. Any unfavorable resolution of these and other uncertainties may have a significant adverse impact on our tax rate and
results of operations. If our tax expense were to increase, or if the ultimate determination of our taxes owed is for an amount in
excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected.

Risks related to Automotive Financing - GM Financial

We rely on GM Financial to provide financial services to our customers and dealers. GM Financial faces a number of
business, economic and financial risks that could impair its access to capital and negatively affect its business and operations,
which in turn could impede its ability to provide leasing and financing to customers and commercial lending to our dealers. Any
reduction in GM Financial’s ability to provide such financial services would negatively affect our efforts to support additional
sales of our vehicles and expand our market penetration among customers and dealers.

The primary factors that could adversely affect GM Financial’s business and operations and reduce its ability to provide
financing services at competitive rates include the sufficiency, availability and cost of sources of funding, including credit
facilities, securitization programs and secured and unsecured debt issuances; the performance of loans and leases in its
portfolio, which could be materially affected by charge-offs, delinquencies and prepayments; wholesale auction values of used
vehicles; vehicle return rates and the residual value performance on vehicles GM Financial leases to customers; fluctuations in
interest rates and currency exchange rates; competition for customers from commercial banks, credit unions and other financing
and leasing companies; and changes to regulation, supervision, enforcement and licensing across various jurisdictions.

In addition, GM Financial has certain floating-rate obligations, hedging transactions and floating-rate commercial loans that
determine their applicable interest rate or payment amount by reference to a benchmark rate, generally the Secured Overnight
Financing Rate (SOFR), which is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.
Any uncertainties associated with these benchmark rates may impact GM Financial's ability to manage interest rate risk
effectively.

Further, as an entity operating in the financial services sector, GM Financial is required to comply with a wide variety of laws
and regulations that may be costly to adhere to and may affect our consolidated operating results. Compliance with these laws
and regulations requires that GM Financial maintain forms, processes, procedures, controls and the infrastructure to support
these requirements. Laws in the financial services industry are designed primarily for the protection of consumers. The failure

22
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

to comply with these laws could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees
and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.

Risks related to defined benefit pension plans

Our pension funding requirements could increase significantly due to a reduction in funded status as a result of a variety
of factors, including weak performance of financial markets, declining interest rates, changes in the level of benefits
provided for by the plans, changes in laws or regulations, or changes in assumptions or investments that do not achieve
adequate returns. Our employee benefit plans currently hold a significant amount of equity and fixed income securities. A
detailed description of the investment funds and strategies and our potential funding requirements are disclosed in Note 15 to
our consolidated financial statements, which also describes significant concentrations of risk to the plan investments.

Our future funding requirements for our defined benefit pension plans depend upon the future performance of assets placed in
trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plans
and any changes in laws and regulations. Future funding requirements generally increase if the discount rate decreases or if
actual asset returns are lower than expected asset returns, assuming other factors are held constant. We estimate future
contributions to these plans using assumptions with respect to these and other items. Changes to those assumptions could have a
significant effect on future contributions.

There are additional risks due to the complexity and magnitude of our investments. Examples include implementation of
significant changes in investment policy, insufficient market liquidity in particular asset classes and the inability to quickly
rebalance illiquid and long-term investments.

Factors that affect future funding requirements for our U.S. defined benefit plans generally affect the required funding for
non-U.S. plans. Certain plans outside the U.S. do not have assets and therefore the obligation is funded as benefits are paid. If
local legal authorities increase the minimum funding requirements for our non-U.S. plans, we could be required to contribute
more funds, which could negatively affect our liquidity and financial condition.

* * * * * * *

Item 1B. Unresolved Staff Comments

None.

* * * * * * *

Item 1C. Cybersecurity

Risk Management and Strategy

Material risks from cybersecurity threats are managed across GM, GM Financial, Cruise and third-party suppliers and
vendors, and monitoring such risks and threats is integrated into the Company’s overall risk management program.

GM has a Cybersecurity Management Board that brings together representatives from senior management across the
Company’s Software & Services, Product Development, Information Technology, Manufacturing, Finance, Communications,
Human Resources, Legal and Public Policy organizations to provide guidance and monitor overall company cybersecurity risk.
The Company’s cybersecurity maturity scorecard, cybersecurity threats and certain incident information are reviewed by the
Company’s Chief Cybersecurity Officer (CCO), the Risk and Cybersecurity Committee of the Company’s Board of Directors
and the Cybersecurity Management Board during standing meetings as well as in impromptu sessions, when appropriate.
During the reviews, various topics are discussed, which may include:

• implementation and maturity of the Company’s cybersecurity program, risk management framework, including
cybersecurity risk policies, procedures and governance;
• cybersecurity and privacy risk, including potential impact to the Company’s employees, customers, supply chain, joint
ventures and other stakeholders;
• intelligence briefings on notable cyber events impacting the industry; and

23
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

• cybersecurity budget and resource allocation, including industry benchmarking and economic modeling of various
potential cybersecurity events.

The Company maintains technical and organizational safeguards, including employee training, incident response capability
reviews and exercises, cybersecurity insurance and business continuity mechanisms for the protection of the Company’s assets.
From time to time, the Company’s processes are audited and validated by internal and external experts. The Company leverages
a third-party cybersecurity program with the goal of minimizing disruption to the Company’s business and production
operations, strengthening supply chain resilience in response to cyber-related events and supporting the integrity of components
and systems used in its products and services.

As cybersecurity incidents occur, the GM Cybersecurity team focuses on responding to and containing the threat and
minimizing any business impact, as appropriate. In the event of an incident, the Cybersecurity team assesses, among other
factors, safety impact, supply chain and manufacturing disruption, data and personal information loss, business operations
disruption, projected cost and potential for reputational harm, with support from external technical, legal and law enforcement
support, as appropriate.

In the last three fiscal years, the Company has not experienced any material cybersecurity incidents and expenses incurred
from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none). For a discussion
of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have
materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of
operations or financial condition, see Item 1A. Risk Factors – "Risks related to our intellectual property, cybersecurity,
information technology and data management practices", which are incorporated by reference into this Item 1C.

Governance

The GM Board of Directors is responsible for overseeing the Company’s enterprise risk, and has established its Risk and
Cybersecurity Committee with specific responsibility for overseeing cybersecurity threats, among other things. The Company’s
cybersecurity organization is led by the CCO, who is responsible for assessing and managing material risks from cybersecurity
threats and reports to GM’s Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary as well as to the
Risk and Cybersecurity Committee. The CCO has served in this role for four years, and has more than 11 years of experience in
various roles involving managing cybersecurity functions, developing cybersecurity strategies to protect privacy, customer
safety and intellectual property, and developing key capabilities such as product security engineering, risk management and
cybersecurity governance. The CCO holds a bachelor’s degree in electrical engineering and a master’s degree in systems
engineering, with over 10 years of previous software and hardware systems engineering experience. The CCO chairs the
Automotive – Information Sharing and Analysis Center (ISAC) and serves on the Department of Homeland Security –
Cybersecurity and Infrastructure Security Agency (DHS-CISA) Advisory Committee.

The CCO and the Cybersecurity Management Board monitor the prevention, mitigation, detection and remediation of
cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy
processes described above, including through the operation of the Company’s incident response plans, which include escalation
to the CCO and the Cybersecurity Management Board, as appropriate. As discussed above, the CCO reports out to the Risk and
Cybersecurity Committee about cybersecurity threat risks, among other cybersecurity related matters, at least quarterly.

* * * * * * *

Item 2. Properties

At December 31, 2023, we had over 100 locations in the U.S. (excluding our automotive financing operations and
dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing. We, our
subsidiaries or associated companies in which we own an equity interest, own most of these properties and/or lease a portion of
these properties. Leased properties are primarily composed of warehouses and administration, engineering and sales offices.

We have manufacturing, assembly, distribution, office or warehousing operations in 32 countries, including equity interests
in associated companies, which perform manufacturing, assembly or distribution operations. The major facilities outside the
U.S., which are principally vehicle manufacturing and assembly operations, are located in Brazil, Canada, China, Mexico and
South Korea.

24
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

These facilities are used to support our automotive segments and are suitable and adequate for the conduct of our business.

GM Financial owns or leases facilities for administration and regional credit centers. GM Financial has 35 facilities, of which
22 are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China and Mexico.

* * * * * * *

Item 3. Legal Proceedings

SEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a
party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a
stated threshold. Pursuant to the SEC regulations, the Company will use a threshold of $1 million for purposes of determining
whether disclosure of any such proceedings is required.

In February 2023, GM self-disclosed potential violations of the Toxic Substances Control Act's (TSCA) requirements
applicable to the import of new chemical substances at our Ultium Cells LLC joint venture to the EPA. In November 2023,
these potential violations were settled via consent agreement with the EPA, the terms of which include, among other items,
payment of civil penalties currently estimated at approximately $5.1 million, which could grow depending upon import activity
prior to receipt of a TSCA 5(e) order. These penalties are assessed jointly and severally to GM and Ultium Cells LLC.

The discussion under Note 16 to our consolidated financial statements is incorporated by reference into this Part I, Item 3.

* * * * * * *

Item 4. Mine Safety Disclosures

Not applicable.

* * * * * * *

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Market Information Shares of our common stock are publicly traded on the New York Stock Exchange under the symbol
"GM".

Holders At January 16, 2024, we had 1.2 billion issued and outstanding shares of common stock held by 462 holders of record.

Dividends In September 2022, our Board of Directors reinstated a quarterly dividend of $0.09 per share of our common stock
and in December 2023, increased the quarterly dividend to $0.12 per share of our common stock beginning in 2024. We
anticipate that we will continue to declare and pay dividends on our common stock quarterly. However, the declaration of any
dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion and will depend on
various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs, as
described further in the "Liquidity and Capital Resources" section of the MD&A.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's
(S&P) 500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years. It assumes $100 was
invested on December 31, 2018, with dividends being reinvested.

Stock Performance Graph

$250
$225
$200
$175
$150
$125
$100
$75
$50
$25
$0
2018 2019 2020 2021 2022 2023

General Motors Company S&P 500 Stock Index Dow Jones Automobile & Parts Titans 30 Index

The following table summarizes stock performance graph data points in dollars:
Years Ended December 31,
2018 2019 2020 2021 2022 2023
General Motors Company $ 100 $ 114 $ 132 $ 186 $ 107 $ 116
S&P 500 Stock Index $ 100 $ 131 $ 156 $ 200 $ 164 $ 207
Dow Jones Automobile & Parts Titans 30 Index $ 100 $ 114 $ 172 $ 215 $ 146 $ 194

26
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended
December 31, 2023:
Approximate Dollar
Weighted- Total Number of Value of Shares That
Total Number of Average Shares Purchased May Yet be Purchased
Shares Price Paid Under Announced Under Announced
Purchased(a)(b) per Share(c) Programs(b) Programs(b)
October 1, 2023 through October 31, 2023 25,399 $ 32.32 — $1.4 billion
November 1, 2023 through November 30, 2023 — $ — — $11.4 billion
December 1, 2023 through December 31, 2023 215,202,490 $ 31.60 215,189,872 $1.4 billion
Total 215,227,889 $ 31.60 215,189,872
__________
(a) Shares purchased include shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common
stock upon the vesting of Restricted Stock Units (RSUs) relating to compensation plans. In June 2020, our shareholders approved the
2020 Long-Term Incentive Plan (LTIP), which authorizes awards of stock options, stock appreciation rights, RSUs, Performance Stock
Units (PSUs) or other stock-based awards to selected employees, consultants, advisors and non-employee Directors of the Company.
Refer to Note 22 to our consolidated financial statements for additional details on employee stock incentive plans.
(b) In January 2017, we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with
no expiration date. In August 2022, our Board of Directors increased the capacity to $5.0 billion from the $3.3 billion that remained as of
June 30, 2022, with no expiration date. In November 2023, the Board of Directors increased the capacity under the share repurchase
program by $10.0 billion to an aggregate of $11.4 billion and approved an accelerated share repurchase (ASR) program to repurchase an
aggregate amount of $10.0 billion of our common stock. On December 1, 2023, pursuant to the agreements entered into in connection
with the ASR (collectively, the ASR Agreements), we advanced the aggregate amount of $10.0 billion and received approximately 215
million shares of our common stock with a value of $6.8 billion, which were immediately retired. Final settlement of the transactions
contemplated by the ASR Agreements is expected to occur no later than the three months ending December 31, 2024. Refer to Note 20
to our consolidated financial statements for additional details on the ASR program.
(c) The weighted-average price paid per share excludes broker commissions.

* * * * * * *

Item 6. [Reserved]

* * * * * * *

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This MD&A should be read in conjunction with the accompanying audited consolidated financial statements and notes.
Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties
that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of
this MD&A and Part I, Item 1A. Risk Factors for a discussion of these risks and uncertainties. The discussion of our financial
condition and results of operations for the year ended December 31, 2021 included in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended
December 31, 2022 is incorporated by reference into this MD&A.

Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion. We will adapt to
customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, AVs, software-enabled services
and other new business opportunities. To support strong margins and cash flow during this transition, we are strengthening our
market position in profitable ICE vehicles, such as trucks and SUVs. We plan to execute our strategy with a steadfast
commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.

Our financial performance in 2023 was driven by the success of high-margin products like full-size pick-ups and SUVs,
despite several headwinds, including higher interest rates and inflationary pressures, supply chain and logistics challenges, and
work stoppages associated with recent labor negotiations. This performance was due to the strength of our vehicle portfolio,
strong consumer demand and execution of our core business strategy, focused on fixed cost reduction and pricing discipline.

In January 2023, we announced our intention to implement a cost reduction program to reduce automotive fixed costs by $2.0
billion on an annual run rate basis by the end of 2024. This goal includes the impact of higher expected depreciation and
amortization expense and inflationary cost increases on fixed cost but excludes changes in our pension income. In March 2023,

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

we announced performance-based exits and a voluntary separation program (VSP) in an effort to accelerate attrition, which we
believe will result in approximately $1.0 billion towards this target on an annual run rate basis. In addition to people costs, we
are reducing our marketing and advertising expenses, streamlining our engineering expense by reducing complexity across the
vehicle portfolio, adjusting the cadence of our EV launches due to customer demand, reducing launch-related expenses in the
near-term, reprioritizing growth initiatives and reducing our overall overhead and discretionary costs.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization
actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material
impact on our operating results. Refer to the Consolidated Results and regional sections of this MD&A for additional
information.

Our collective bargaining agreement with the UAW, which was ratified in October 2019, expired on September 14, 2023. On
September 15, 2023, the UAW initiated a strike at certain of our U.S. facilities and intermittently expanded the strike to
additional facilities, causing stoppages to some vehicle production and parts distribution activities across our U.S. operations.
We estimate that the lost vehicle production volumes and parts sales due to the UAW strike had an unfavorable impact of
approximately $0.8 billion on Net income attributable to stockholders and $1.1 billion on our GMNA EBIT-adjusted in the year
ended December 31, 2023.

On November 16, 2023, the UAW ratified a new collective bargaining agreement (the Labor Agreement). The Labor
Agreement, which continues through April 30, 2028, covers the wages, hours, benefits and other terms and conditions of
employment for our UAW-represented employees. The key terms and provisions of the Labor Agreement are:

• General wage increases of 11% upon ratification in 2023, 3% in September each of 2024, 2025 and 2026, and 5% in
September 2027;
• Consolidation of applicable wage classifications for in-progression, temporary and other employees – with employees
reaching the top classification rate upon the completion of 156 weeks of active service;
• The re-establishment of a cost-of-living allowance;
• Lump sum ratification bonus payments of $5,000 paid to eligible employees in the three months ended December 31,
2023;
• For members currently employed and enrolled in the Employees’ Pension Plan, an increase of $5.00 to the monthly
basic benefit for past and future service provided;
• A 3.6% increase in company contributions to eligible employees' defined contribution retirement accounts; and
• Annual contribution of $500 to eligible retirees or surviving spouses.

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

On August 16, 2022, the IRA was enacted. The IRA modified climate and clean energy tax provisions and added new
corporate tax credits for commercial EV purchases and investments in clean energy production, supply chains and
manufacturing facilities. IRA benefits, including credits and lower material costs, are expected to materially affect net income
in the future. We will continue to evaluate the IRA impacts on our financial results as additional regulatory guidance is issued.

We face continuing market, operating and regulatory challenges in several countries across the globe due to, among other
factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign
exchange volatility, evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of
these challenges.

For the year ending December 31, 2024, we expect EPS-diluted and EPS-diluted-adjusted of between $8.50 and $9.50, Net
income attributable to stockholders of between $9.8 billion and $11.2 billion and EBIT-adjusted of between $12.0 billion and
$14.0 billion. These expected financial results do not include the potential impact of future adjustments related to special items.
Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles expected Net income attributable to stockholders under U.S. generally accepted accounting
principles (GAAP) to expected EBIT-adjusted (dollars in billions):
Year Ending December 31, 2024
Net income attributable to stockholders $ 9.8-11.2
Income tax expense 2.1-2.7
Automotive interest expense, net 0.1
EBIT-adjusted(a) $ 12.0-14.0
__________
(a) We do not consider the potential future impact of adjustments on our expected financial results.

GMNA Industry sales in North America were 19.6 million units in the year ended December 31, 2023, representing an
increase of 13.1% compared to the corresponding period in 2022. U.S. industry sales were 16.0 million units in the year ended
December 31, 2023, representing an increase of 12.2% compared to the corresponding period in 2022.

Our total vehicle sales in the U.S., our largest market in North America, were 2.6 million units for a market share of 16.2% in
the year ended December 31, 2023, representing an increase of 0.3 percentage points compared to the corresponding period in
2022.

We expect to sustain relatively strong EBIT-adjusted margins in 2024 on the continued strength of our product portfolio,
improved EV margins and ongoing fixed cost reduction efforts, partially offset by pricing moderation with increased incentives.
While we expect EV margins to improve in 2024, it is possible that we will continue to recognize losses to adjust inventory to
net realizable value. Our outlook is dependent on the resiliency of the U.S. economy, continuing improvement of supply chain
availability, EV-related cost reduction and overall economic conditions.

GMI Industry sales in China were 25.0 million units in the year ended December 31, 2023, representing an increase of 6.3%
compared to the corresponding period in 2022. Our total vehicle sales in China were 2.1 million units resulting in a market
share of 8.4% in the year ended December 31, 2023, representing a decrease of 1.4 percentage points compared to the
corresponding period in 2022. The ongoing supply chain disruptions, global macro-economic conditions and geopolitical
tensions continue to place pressure on China's automotive industry and our vehicle sales in China. Our Automotive China JVs
generated equity income of $0.4 billion in the year ended December 31, 2023. Price competition, growing customer acceptance
of domestic brands and demand for NEVs, and a more challenging regulatory environment related to emissions, fuel
consumption and NEVs have and will continue to place pressure on our operations in China.

Outside of China, industry sales were 25.7 million units in the year ended December 31, 2023, representing an increase of
7.3% compared to the corresponding period in 2022. Our total vehicle sales outside of China were 1.0 million units for a market
share of 4.0% in the year ended December 31, 2023, which is comparable to the corresponding period in 2022.

Cruise Cruise Holdings, our majority-owned subsidiary, is pursuing the development and commercialization of AV
technology. In October 2023, a hit-and-run accident involving a pedestrian and a third-party vehicle occurred, which resulted in
the pedestrian being thrown into the path of a Cruise AV. During the resulting investigation, regulators perceived that Cruise
representatives were not explicit about a secondary movement of the Cruise AV and, as a result, the California DMV suspended
Cruise's permits to operate AVs in California without a safety driver. Shortly thereafter, Cruise voluntarily paused all of its
driverless, supervised and manual AV operations in the U.S. while it examines its processes, systems and tools. This orderly
pause is designed to rebuild public trust while Cruise undertakes a comprehensive safety review. In addition, certain federal and
state agencies, including the California DMV, the California Public Utilities Commission, NHTSA, the U.S. Department of
Justice and the SEC, have opened investigations or made inquiries in connection with the incident. We and Cruise are
investigating these matters internally and intend to cooperate with all government regulators and agencies in connection with
these matters. At this time, we are not able to predict when Cruise will resume driverless testing or commercial AV operations.
Refer to Part I, Item 1A. Risk Factors for a further discussion of the risks associated with our AV strategy.

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

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive Financing - GM Financial Summary and Outlook We believe that offering a comprehensive suite of financing
products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales
throughout various economic cycles. GM Financial's penetration of our retail sales in the U.S. was 42% in the year ended
December 31, 2023 and 43% in the corresponding period in 2022. Penetration levels vary depending on incentive financing
programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a
percentage of total loan originations in North America was 82% in the year ended December 31, 2023 and 80% in the
corresponding period in 2022. In the year ended December 31, 2023, GM Financial's revenue consisted of leased vehicle
income of 51%, retail finance charge income of 37% and commercial finance charge income of 7%.

GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices. Gains on
terminations of leased vehicles of $0.9 billion and $1.2 billion were included in GM Financial interest, operating and other
expenses in the years ended December 31, 2023 and 2022. The decrease in gains is primarily due to higher leased portfolio net
book values at termination and fewer terminated leases in 2023 compared to 2022. The following table summarizes the
estimated residual value based on GM Financial's most recent estimates and the number of units included in GM Financial
Equipment on operating leases, net by vehicle type (units in thousands):
December 31, 2023 December 31, 2022
Residual Value Units Percentage Residual Value Units Percentage
Crossovers $ 12,830 648 67.5 % $ 14,207 736 67.3 %
Trucks 6,793 210 21.9 % 6,961 228 20.9 %
SUVs 2,304 58 6.0 % 2,595 66 6.0 %
Cars 734 44 4.6 % 964 63 5.8 %
Total $ 22,661 960 100.0 % $ 24,727 1,092 100.0 %

Consolidated Results We review changes in our results of operations under five categories: Volume, Mix, Price, Cost and
Other. Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market share and
changes in dealer stock levels. Mix measures the impact of changes to the regional portfolio due to product, model, trim,
country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related to
Manufacturer’s Suggested Retail Price and various sales allowances. Cost primarily includes: (1) material and freight; (2)
manufacturing, engineering, advertising, administrative and selling and warranty expense; and (3) non-vehicle related activity.
Other primarily includes foreign exchange and non-vehicle related automotive revenues as well as equity income or loss from
our nonconsolidated affiliates. Refer to the regional sections of this MD&A for additional information.

Total Net Sales and Revenue

Years Ended December 31, Variance Due To
Favorable/
2023 2022 (Unfavorable) % Volume Mix Price Other
(Dollars in billions)
GMNA $ 141,445 $ 128,378 $ 13,067 10.2 % $ 8.5 $ 0.7 $ 3.2 $ 0.7
GMI 15,949 15,420 529 3.4 % $ (0.6) $ 0.4 $ 1.2 $ (0.4)
Corporate 273 177 96 54.2 % $ — $ 0.1
Automotive 157,667 143,974 13,693 9.5 % $ 7.8 $ 1.1 $ 4.3 $ 0.4
Cruise 102 102 — —% $ — $ —
GM Financial 14,225 12,766 1,459 11.4 % $ 1.5
Eliminations/reclassifications (151) (107) (44) (41.1)% $ — $ (0.1)
Total net sales and revenue $ 171,842 $ 156,735 $ 15,108 9.6 % $ 7.8 $ 1.2 $ 4.3 $ 1.8

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

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive and Other Cost of Sales

Years Ended December 31, Variance Due To
Favorable/
2023 2022 (Unfavorable) % Volume Mix Cost Other
(Dollars in billions)
GMNA $ 123,577 $ 109,651 $ (13,926) (12.7)% $ (6.1) $ (1.6) $ (6.2) $ —
GMI 14,164 14,166 2 —% $ 0.5 $ (0.3) $ (0.3) $ 0.1
Corporate 513 500 (13) (2.6)% $ — $ (0.1) $ 0.1
Cruise 3,088 2,576 (512) (19.9)% $ — $ (0.5)
Eliminations (12) (2) 10 n.m. $ — $ —
Total automotive and other cost
of sales $ 141,330 $ 126,892 $ (14,438) (11.4)% $ (5.6) $ (2.0) $ (7.0) $ 0.2
__________
n.m. = not meaningful

The most significant element of our Automotive and other cost of sales is material cost, which makes up approximately two-
thirds of the total amount. The remaining portion includes labor costs, depreciation and amortization, engineering, freight and
product warranty and recall campaigns.

Factors that most significantly influence a region's profitability are industry volume, market share and the relative mix of
vehicles (trucks, crossovers, cars) sold. Variable profit is a key indicator of product profitability. Variable profit is defined as
revenue less material cost, freight, the variable component of manufacturing expense and warranty and recall-related costs.
Vehicles with higher selling prices generally have higher variable profit. Refer to the regional sections of this MD&A for
additional information on Volume and Mix.

In the year ended December 31, 2023, increased Cost was primarily due to: (1) increased campaigns and other warranty-
related costs of $2.1 billion; (2) increased EV-related charges of $2.0 billion, primarily due to $1.7 billion in inventory
adjustments to reflect the net realizable value at period end; (3) increased manufacturing costs of $0.9 billion; (4) charges of
$0.7 billion related to the VSP; (5) increased engineering costs of $0.5 billion, driven primarily by $0.8 billion increase in AV
engineering costs; partially offset by $0.4 billion decrease in Automotive engineering cost (6) charges of $0.5 billion related to
Cruise restructuring; and (7) increased material and freight costs of $0.3 billion; partially offset by (8) decrease of $0.8 billion
due to absence of the charge for the modification of Cruise stock incentive awards in 2022. In the year ended December 31,
2023, favorable Other was due to the weakening of the Canadian dollar and other currencies against the U.S. dollar, partially
offset by the strengthening of the Mexican peso and other currencies against the U.S. dollar.

Automotive and Other Selling, General and Administrative Expense

Year Ended
Years Ended December 31, 2023 vs. 2022 Change
Favorable/
2023 2022 2021 (Unfavorable) %
Automotive and other selling, general and administrative
expense $ 9,840 $ 10,667 $ 8,554 $ 827 7.8 %

In the year ended December 31, 2023, Automotive and other selling, general and administrative expense decreased primarily
due to: (1) decreased advertising, selling, and administrative costs of $0.7 billion; and (2) decrease of $0.3 billion due to the
absence of the charge for the modification of Cruise stock incentive awards in 2022; partially offset by (3) charges of $0.2
billion related to the VSP.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Interest Income and Other Non-operating Income, net

Year Ended
Years Ended December 31, 2023 vs. 2022 Change
Favorable/
2023 2022 2021 (Unfavorable) %
Interest income and other non-operating income, net $ 1,537 $ 1,432 $ 3,041 $ 105 7.3 %

In the year ended December 31, 2023, Interest income and other non-operating income, net increased primarily due to: (1) the
absence of $0.7 billion loss related to the shutdown of our Russia business; (2) $0.6 billion increase in interest income; and (3)
the absence of $0.4 billion in losses related to Stellantis N.V. (Stellantis) warrants; partially offset by (4) $1.3 billion decrease
in non-service pension income primarily due to higher interest cost and lower expected return on assets (ROA); and (5) the
absence of $0.3 billion in gains related to revaluation of investments.

Income Tax Expense

Year Ended
Years Ended December 31, 2023 vs. 2022 Change
Favorable/
2023 2022 2021 (Unfavorable) %
Income tax expense $ 563 $ 1,888 $ 2,771 $ 1,325 70.2 %

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

For the year ended December 31, 2023 our ETR-adjusted was 15.7%. We expect our adjusted effective tax rate to be between
18% and 20% for the year ending December 31, 2024.

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

GM North America
Years Ended December 31, Variance Due To
Favorable/
2023 2022 (Unfavorable) % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $141,445 $128,378 $ 13,067 10.2 % $ 8.5 $ 0.7 $ 3.2 $ 0.7
EBIT-adjusted $ 12,306 $ 12,988 $ (682) (5.3)% $ 2.3 $ (0.9) $ 3.2 $ (5.1) $ (0.2)
EBIT-adjusted margin 8.7 % 10.1 % (1.4)%
(Vehicles in thousands)
Wholesale vehicle sales 3,147 2,926 221 7.6 %

GMNA Total Net Sales and Revenue In the year ended December 31, 2023, Total net sales and revenue increased primarily
due to: (1) increased net wholesale volumes primarily due to increased sales of crossover vehicles and full-size pickup trucks,
partially offset by decreased sales of mid-size pickup trucks; (2) favorable Price as a result of low dealer inventory levels and
strong demand for our products; (3) favorable Mix associated with increased sales of full-size pickup trucks and full-size SUVs
and decreased sales of vans, passenger cars and mid-size pickup trucks, partially offset by increased sales of crossover vehicles;
and (4) favorable Other due to increased sales of parts and accessories.

GMNA EBIT-Adjusted The most significant factors that influence profitability are industry volume and market share. While
not as significant as industry volume and market share, another factor affecting profitability is the relative mix of vehicles sold.
Trucks, crossovers and cars sold currently have a variable profit of approximately 170%, 40% and 50% of our GMNA portfolio
on a weighted-average basis.

In the year ended December 31, 2023, EBIT-adjusted decreased primarily due to: (1) increased Cost primarily due to
increased campaigns and other warranty-related costs of $2.0 billion, increased EV-related charges of $1.9 billion primarily due
to $1.6 billion in inventory adjustments to reflect the net realizable value at period end, decreased non-service pension income
of $1.1 billion and increased manufacturing costs of $0.9 billion, partially offset by decreased advertising, selling and
administrative costs of $1.1 billion; and (2) unfavorable Mix associated with increased sales of crossover vehicles partially

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

offset by decreased sales of mid-size pickup trucks and passengers cars and increased sales of full-size SUVs; partially offset by
(3) favorable Price; and (4) favorable Volume.

GM International
Years Ended December 31, Variance Due To
Favorable/
2023 2022 (Unfavorable) % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 15,949 $ 15,420 $ 529 3.4 % $ (0.6) $ 0.4 $ 1.2 $ (0.4)
EBIT-adjusted $ 1,210 $ 1,143 $ 67 5.9 % $ (0.1) $ 0.1 $ 1.2 $ (0.3) $ (0.7)
EBIT-adjusted margin 7.6 % 7.4 % 0.2 %
Equity income — Automotive
China $ 446 $ 677 $ (231) (34.1)%
EBIT-adjusted — excluding
Equity income $ 764 $ 466 $ 298 63.9 %
(Vehicles in thousands)
Wholesale vehicle sales 621 653 (32) (4.9)%

The vehicle sales of our Automotive China JVs are not recorded in Total net sales and revenue. The results of our joint
ventures are recorded in Equity income, which is included in EBIT-adjusted above.

GMI Total Net Sales and Revenue In the year ended December 31, 2023, Total net sales and revenue increased primarily
due to: (1) favorable pricing across multiple vehicle lines in Argentina, Brazil and the Middle East; and (2) favorable Mix
primarily in Asia/Pacific and the Middle East; partially offset by (3) decreased net wholesale volumes in Egypt, Colombia and
Chile primarily due to industry downturn, partially offset by increased volumes in Brazil due to a new vehicle launch; and (4)
unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Argentine peso against the
U.S. dollar, partially offset by increased components, parts and accessories sales.

GMI EBIT-Adjusted In the year ended December 31, 2023, EBIT-adjusted increased primarily due to: (1) favorable Price;
and (2) favorable Mix; partially offset by (3) unfavorable Cost primarily due to increased material, logistic and warranty-related
costs and other costs to support a new vehicle launch in South America, partially offset by favorable impact due to an asset sale
in Korea; (4) decreased net wholesale volumes; and (5) unfavorable Other primarily due to foreign currency effect resulting
from the weakening of Argentine peso against the U.S. dollar and decreased equity income.

We view the Chinese market as important to our global growth strategy and are employing a multi-brand strategy. In the
coming years, we plan to leverage our global architectures to introduce a number of new product offerings under the Buick,
Chevrolet and Cadillac brands in China and continue to grow our business under the local Baojun and Wuling brands while we
are accelerating the development and rollout of EVs across our brands in China as part of our commitment to an all-electric
future. We operate in the Chinese market through a number of joint ventures and maintaining strong relationships with our joint
venture partners is an important part of our China growth strategy.

The following table summarizes certain key operational and financial data for the Automotive China JVs (vehicles in
thousands):
Years Ended December 31,
2023 2022 2021
Wholesale vehicle sales including vehicles exported to markets outside of China 2,334 2,639 3,007
Total net sales and revenue $ 31,435 $ 35,857 $ 42,776
Net income $ 1,122 $ 1,407 $ 2,109

December 31, 2023 December 31, 2022

Cash and cash equivalents $ 6,875 $ 8,552
Debt $ 202 $ 197

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Cruise
Years Ended December 31, 2023 vs. 2022 Change
Favorable/
2023 2022 2021 (Unfavorable) %
Total net sales and revenue(a) $ 102 $ 102 $ 106 $ — —%
EBIT (loss)-adjusted $ (2,695) $ (1,890) $ (1,196) $ (805) (42.6)%
__________
(a) Primarily reclassified to Interest income and other non-operating income, net in our consolidated income statements in each of the years
ended December 31, 2023, 2022 and 2021.

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

GM Financial
Years Ended December 31, 2023 vs. 2022 Change
2023 2022 2021 Amount %
Total revenue $ 14,225 $ 12,766 $ 13,419 $ 1,459 11.4 %
Provision for loan losses $ 826 $ 654 $ 248 $ 172 26.3 %
EBT-adjusted $ 2,985 $ 4,076 $ 5,036 $ (1,091) (26.8)%
Average debt outstanding (dollars in billions) $ 100.4 $ 93.8 $ 94.1 $ 6.6 7.0 %
Effective rate of interest paid 4.7 % 3.1 % 2.7 % 1.6 %

GM Financial Revenue In the year ended December 31, 2023, Total revenue increased primarily due to: (1) increased
finance charge income of $1.7 billion primarily due to an increase in the effective yield resulting from higher benchmark
interest rates and growth in the size of the portfolio; (2) increased investment income of $0.3 billion primarily due to an
increase in benchmark interest rates; partially offset by (3) decreased leased vehicle income of $0.5 billion primarily due to a
decrease in the average balance of the leased vehicles portfolio.

GM Financial EBT-Adjusted In the year ended December 31, 2023, EBT-adjusted decreased primarily due to: (1) increased
interest expense of $1.8 billion primarily due to an increased effective rate of interest on debt, resulting from higher benchmark
interest rates, as well as an increase in average debt outstanding; (2) decreased leased vehicle income net of leased vehicle
expenses of $0.9 billion primarily due to a decrease in the average balance of the leased vehicles portfolio and decreased lease
termination gains due to higher leased portfolio net book values at termination and fewer terminated leases; (3) increased
provision for loan losses of $0.2 billion due to lower recovery rates in 2023, as well as moderating credit performance; partially
offset by (4) increased finance charge income of $1.7 billion primarily due to an increase in the effective yield resulting from
higher benchmark interest rates and growth in the size of the portfolio; and (5) increased investment income of $0.3 billion
primarily due to an increase in benchmark interest rates.

Liquidity and Capital Resources We believe our current levels of cash, cash equivalents, marketable debt securities,
available borrowing capacity under our credit facilities and other liquidity actions currently available to us are sufficient to meet
our liquidity requirements in the short- and long-term. We also maintain access to the capital markets and may issue debt or
equity securities, which may provide an additional source of liquidity. We have substantial cash requirements going forward,
which we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity
measures, if determined to be necessary.

Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in
our battery cell manufacturing joint ventures of approximately $10.5 billion to $11.5 billion in 2024; (2) payments for
engineering and product development activities, including investing in the development and commercialization of AV
technology by Cruise; (3) payments associated with previously announced vehicle recalls and any other recall-related
contingencies; (4) payments to service debt and other long-term obligations, including discretionary and mandatory
contributions to our pension plans; (5) dividend payments on our common stock that are declared by our Board of Directors;
and (6) payments to purchase shares of our common stock authorized by our Board of Directors. Refer to Note 7, Note 13 and
Note 15 to our consolidated financial statements for additional funding requirements for our operating leases, debt and pension
plans. Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

focused on the three objectives of our capital allocation program: (1) grow our business at an average target ROIC-adjusted rate
of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of
$18.0 billion; and (3) after the first two objectives are met, return available cash to shareholders. Our senior management
evaluates our capital allocation program on an ongoing basis and recommends any modifications to the program to our Board of
Directors not less than once annually.

We continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while
maintaining a strong investment-grade balance sheet. These actions may include opportunistic payments to reduce our long-
term obligations, as well as the possibility of acquisitions, dispositions and investments with joint venture partners, as well as
strategic alliances that we believe would generate significant advantages and substantially strengthen our business. To support
our transition to EVs, we anticipate making investments in suppliers or providing funding towards the execution of strategic,
multi-year supply agreements to secure critical materials. In addition, we have entered, and plan to continue to enter, into
offtake agreements that generally obligate us to purchase defined quantities of output. These arrangements could have a short-
term adverse impact on our cash and increase our inventory.

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

In November 2023, our Board of Directors increased the capacity under our previously announced common stock repurchase
program by $10.0 billion to $11.4 billion and approved a $10.0 billion ASR program. On December 1, 2023, we advanced
$10.0 billion under the ASR program and received approximately 215 million shares of common stock with a value of $6.8
billion, which were immediately retired. The final settlement of the transactions contemplated under the ASR Agreements is
expected to occur no later than the three months ending December 31, 2024. Also, during the year ended December 31, 2023,
we completed $1.1 billion of open market repurchases under the program and retired approximately 30 million shares of our
common stock. We have $1.4 billion in capacity remaining under our common stock repurchase program as of December 31,
2023, with no expiration date.

During the year ended December 31, 2023, we paid dividends of $0.5 billion to holders of our common stock. We anticipate
that we will continue to declare and pay dividends on our common stock quarterly.

Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our
cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables
financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables
transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM
Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise. The
presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash
transactions amongst the sectors that are ultimately eliminated in consolidation.

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities and funds
available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held
by various business units and subsidiaries worldwide that are needed to fund their operations.

We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas
subsidiaries. Over 85% of our cash and marketable debt securities were managed within North America and at our regional
treasury centers at December 31, 2023. We have used, and will continue to use, other methods including intercompany loans to
utilize these funds across our global operations as needed.

Our cash equivalents and marketable debt securities balances are primarily denominated in U.S. Dollars and include
investments in U.S. government and agency obligations, foreign government securities, time deposits, corporate debt securities
and mortgage and asset-backed securities. Our investment guidelines, which we may change from time to time, prescribe
certain minimum credit worthiness thresholds and limit our exposures to any particular sector, asset class, issuance or security
type. The majority of our current investments in debt securities are with A/A2 or better rated issuers.

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

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Also, in March 2023, we renewed and reduced the total borrowing capacity of our five-year, $11.2 billion facility to $10.0
billion, which now matures March 31, 2028. We also renewed and reduced the total borrowing capacity of our three-year, $4.3
billion facility to $4.1 billion, which now matures March 31, 2026, and renewed our 364-day, $2.0 billion revolving credit
facility allocated for the exclusive use of GM Financial, which now matures March 30, 2024.

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

In November 2023, the Company entered an unsecured 364-day delayed draw term loan credit agreement that permits the
Company to borrow up to $3.0 billion in the form of four term loans during an availability period that ends June 28, 2024.
Amounts drawn and repaid may not be reborrowed and the final maturity date for any loans outstanding under the delayed draw
credit agreement is November 27, 2024.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our Automotive
borrowing capacity under credit facilities totaled $17.1 billion at December 31, 2023, which consisted primarily of three credit
facilities, and $15.5 billion at December 31, 2022, which consisted primarily of two credit facilities. Total Automotive
borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for exclusive use of
GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our
sub-facility of $0.7 billion and $0.4 billion at December 31, 2023 and 2022.

If available capacity permits, GM Financial continues to have access to our five-year, $10.0 billion and three-year, $4.1
billion credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at December 31, 2023
and 2022. We had intercompany loans from GM Financial of $0.2 billion at December 31, 2023 and 2022, which primarily
consisted of commercial loans to dealers we consolidate. We did not have intercompany loans to GM Financial at December 31,
2023 and 2022. Refer to Note 5 to our consolidated financial statements for additional information.

Several of our loan facilities, including our credit facilities, require compliance with certain financial and operational
covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of December 31, 2023 and
determined we are in compliance and expect to remain in compliance in the future.

GM Financial's Board of Directors declared and paid dividends of $1.8 billion, $1.7 billion and $3.5 billion on its common
stock in the years ended December 31, 2023, 2022 and 2021. Future dividends from GM Financial will depend on several
factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes our Automotive available liquidity (dollars in billions):
December 31, 2023 December 31, 2022
Automotive cash and cash equivalents $ 12.2 $ 13.6
Marketable debt securities 7.6 10.8
Automotive cash, cash equivalents and marketable debt securities 19.8 24.4
Available under credit facilities(a) 16.4 15.1
Total Automotive available liquidity $ 36.3 $ 39.5
__________
(a) We had letters of credit outstanding under our sub-facility of $0.7 billion and $0.4 billion at December 31, 2023 and 2022.

The following table summarizes the changes in our Automotive available liquidity (dollars in billions):
Year Ended
December 31, 2023
Operating cash flow $ 20.8
Capital expenditures (10.7)
ASR program (10.0)
Dividends paid and payments to purchase common stock (1.6)
Payment of senior unsecured note (1.5)
Investment in Ultium Cells Holdings LLC (0.7)
GM investment in Cruise (0.5)
Investment in Lithium Americas (0.3)
Other non-operating (0.1)
Increase in available credit facilities 1.4
Total change in automotive available liquidity $ (3.2)

Automotive Cash Flow (Dollars in billions)

Years Ended December 31,
2023 vs. 2022
2023 2022 2021 Change
Operating Activities
Net income $ 10.1 $ 8.5 $ 7.8 $ 1.6
Depreciation, amortization and impairment charges 6.8 6.3 5.9 0.5
Pension and OPEB activities (1.0) (2.0) (2.4) 1.0
Working capital (0.4) 0.5 (4.0) (0.9)
Accrued and other liabilities and income taxes 4.1 3.1 0.9 1.0
Other(a) 1.2 2.7 1.5 (1.5)
Net automotive cash provided by (used in) operating activities(b) $ 20.8 $ 19.1 $ 9.7 $ 1.7
__________
(a) Includes $1.8 billion, $1.7 billion and $3.5 billion in dividends received from GM Financial in the years ended December 31, 2023, 2022
and 2021, partially offset by non-cash changes in other assets and liabilities.
(b) Includes $4.8 billion, $6.7 billion and $0.6 billion in the years ended December 31, 2023, 2022 and 2021 which are eliminated within the
consolidated statements of cash flows. Amounts eliminated primarily relate to purchases of, and collections on, wholesale finance
receivables provided by GM Financial to our dealers and dividends issued by GM Financial to us.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Years Ended December 31,

2023 vs. 2022
2023 2022 2021 Change
Investing Activities
Capital expenditures $ (10.7) $ (9.0) $ (7.4) $ (1.7)
Acquisitions and liquidations of marketable securities, net 3.5 (3.9) 1.0 7.4
Other(a) (1.5) (4.5) (1.8) 3.0
Net automotive cash provided by (used in) investing activities(b) $ (8.7) $ (17.5) $ (8.2) $ 8.8
__________
(a) Includes $0.7 billion, $0.8 billion and $0.5 billion of GM's investment in Ultium Cells Holdings LLC in the years ended December 31,
2023, 2022 and 2021, $0.5 billion, $2.4 billion and $1.0 billion of GM's investment in Cruise in the years ended December 31, 2023,
2022 and 2021, $0.3 billion of GM's investment in Lithium Americas in the year ended December 31, 2023, $2.1 billion for the purchase
of Cruise preferred shares from SoftBank Vision Fund (AIV M2) L.P. (SoftBank) in the year ended December 31, 2022 and $0.9 billion
related to the sale of Stellantis common shares, excluding dividends received and tax withholding, in the year ended December 31, 2022.
(b) The investments in Cruise are eliminated within the consolidated statements of cash flows. The redemption of Cruise preferred shares
from SoftBank in 2022 are reclassified to financing activities within the consolidated statements of cash flows.

Years Ended December 31,

2023 vs. 2022
2023 2022 2021 Change
Financing Activities
Net proceeds (payments) from short-term debt $ (1.5) $ (1.4) $ (0.5) $ (0.1)
Issuance of senior notes — 2.3 — (2.3)
Other(a) (12.1) (3.3) (0.4) (8.8)
Net automotive cash provided by (used in) financing activities $ (13.6) $ (2.5) $ (0.9) $ (11.1)
__________
(a) Includes $10.0 billion in advances against accelerated share repurchases in the year ended December 31, 2023, $1.1 billion and $2.5
billion for payments to purchase common stock in the years ended December 31, 2023 and 2022, $0.5 billion and $0.3 billion for
dividends paid in the years ended December 31, 2023 and 2022 and $0.5 billion for repayments of senior unsecured notes for the year
ended December 31, 2021.

Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow
from operations less capital expenditures adjusted for management actions. For the year ended December 31, 2023, net
automotive cash provided by operating activities under U.S. GAAP was $20.8 billion, capital expenditures were $10.7 billion
and adjustments for management actions were $1.5 billion. For the year ended December 31, 2022, net automotive cash
provided by operating activities under U.S. GAAP was $19.1 billion, capital expenditures were $9.0 billion and adjustments for
management actions were $0.4 billion. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited (DBRS), Fitch
Ratings (Fitch), Moody's Investor Service (Moody's) and S&P. All four credit rating agencies currently rate our corporate credit
at investment grade. The following table summarizes our credit ratings at January 16, 2024:

Revolving Credit
Corporate Facilities Senior Unsecured Outlook
DBRS BBB (high) BBB (high) N/A Stable
Fitch BBB BBB BBB Stable
Moody's Investment Grade Baa2 Baa2 Stable
S&P BBB BBB BBB Stable

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Cruise Liquidity

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

December 31, 2023 December 31, 2022
Cruise cash and cash equivalents $ 1.3 $ 1.5
Cruise marketable securities — 1.4
Total Cruise available liquidity(a)(b) $ 1.3 $ 2.9
__________
(a) Excludes a multi-year credit agreement with GM Financial whereby Cruise can borrow, over time, up to an additional aggregate of $3.4
billion, through 2024, to fund the purchase of AVs from GM and all accessories, attachments, parts and other equipment acquired in
connection with or otherwise relating to any AV. As of December 31, 2023, Cruise had total borrowings of $0.3 billion on previously
expired lines under this agreement.
(b) Excludes a multi-year framework agreement with us whereby Cruise can defer invoices received through June 2028, up to $0.8 billion,
related to engineering and capital spending incurred by us on behalf of Cruise. As of December 31, 2023, Cruise deferred $0.5 billion
under this agreement.

The following table summarizes the changes in Cruise's available liquidity (dollars in billions):
Year Ended
December 31, 2023
Operating cash flow(a) $ (1.9)
GM investment in Cruise 0.5
Other non-operating (0.1)
Total change in Cruise available liquidity $ (1.6)
__________
(a) Includes $0.2 billion cash outflows related to tendered Cruise Class B Common Shares classified as liabilities.

Cruise Cash Flow (Dollars in billions)

Years Ended December 31,
2023 vs. 2022
2023 2022 2021 Change
Net cash provided by (used in) operating activities $ (1.9) $ (1.8) $ (1.2) $ (0.1)
Net cash provided by (used in) investing activities(a) $ 1.3 $ — $ (0.7) $ 1.4
Net cash provided by (used in) financing activities(b) $ 0.4 $ 1.8 $ 2.6 $ (1.4)
__________
(a) Includes $1.4 billion of net proceeds from the liquidation of marketable securities in the year ended December 31, 2023.
(b) Includes $0.5 billion, $2.4 billion and $1.0 billion in the years ended December 31, 2023, 2022 and 2021 related to investments from
GM which are eliminated within the consolidated statements of cash flows and $2.1 billion in the year ended December 31, 2022 related
to the purchase of Softbank’s shares in Cruise by Automotive which is reclassified to financing activities within the consolidated
statements of cash flows.

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

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive Financing – GM Financial Liquidity GM Financial's primary sources of cash are finance charge income,
leasing income and proceeds from the sale of terminated leased vehicles, net distributions from credit facilities, securitizations,
secured and unsecured borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash
are purchases and funding of finance receivables and leased vehicles, repayment or repurchases of secured and unsecured debt,
funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs,
operating expenses, income taxes and dividend payments. GM Financial continues to monitor and evaluate opportunities to
optimize its liquidity position and the mix of its debt between secured and unsecured debt. The following table summarizes GM
Financial's available liquidity (dollars in billions):
December 31, 2023 December 31, 2022
Cash and cash equivalents $ 5.3 $ 4.0
Borrowing capacity on unpledged eligible assets 21.9 22.0
Borrowing capacity on committed unsecured lines of credit 0.7 0.5
Borrowing capacity on revolving credit facility, exclusive to GM Financial 2.0 2.0
Total GM Financial available liquidity $ 29.9 $ 28.5

GM Financial structures liquidity to support at least six months of GM Financial's expected net cash flows, including new
originations, without access to new debt financing transactions or other capital markets activity. At December 31, 2023,
available liquidity exceeded GM Financial's liquidity targets.

GM Financial did not have any borrowings outstanding against our credit facility designated for their exclusive use or the
remainder of our revolving credit facilities at December 31, 2023 and 2022. Refer to the "Automotive Liquidity" section of this
MD&A for additional details.

Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings
under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under
its cash management strategy. At December 31, 2023, secured, committed unsecured and uncommitted unsecured credit
facilities totaled $27.0 billion, $0.8 billion and $2.0 billion with advances outstanding of $5.0 billion, an insignificant amount
and $2.0 billion.

GM Financial Cash Flow (Dollars in billions)

Years Ended December 31,
2023 vs. 2022
2023 2022 2021 Change
Net cash provided by (used in) operating activities $ 6.7 $ 5.5 $ 7.3 $ 1.2
Net cash provided by (used in) investing activities(a) $ (10.9) $ (10.0) $ (5.5) $ (0.9)
Net cash provided by (used in) financing activities(b) $ 5.7 $ 4.0 $ (2.6) $ 1.7
__________
(a) Includes $(3.0) billion, $(5.0) billion and $2.9 billion in the years ended December 31, 2023, 2022 and 2021 for purchases of, and
collections on, wholesale finance receivables and intercompany loans to GM which are eliminated within the consolidated statements of
cash flows.
(b) Includes $(1.8) billion, $(1.7) billion and $(3.5) billion in the years ended December 31, 2023, 2022 and 2021 for dividends to GM
which are eliminated within the consolidated statements of cash flows.

In the year ended December 31, 2023, Net cash provided by operating activities increased primarily due to: (1) an increase in
finance charge income of $1.7 billion; (2) a net increase in cash provided by counterparty derivative collateral posting activities
of $1.3 billion; (3) and a decrease in taxes paid to GM of $0.6 billion; partially offset by (4) an increase in interest paid of $2.0
billion and (5) a decrease in leased vehicle income of $0.5 billion.

In the year ended December 31, 2023, Net cash used in investing activities increased primarily due to: (1) an increase in
purchases of leased vehicles of $1.7 billion; (2) a decrease in the proceeds from termination of leased vehicles of $1.2 billion
partially offset by (3) an increase in collections and recoveries on finance receivables of $1.3 billion; (4) and a decrease in
purchases and originations of finance receivables of $0.5 billion.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

In the year ended December 31, 2023, Net cash provided by financing activities increased primarily due to: (1) a net increase
in borrowings of $6.9 billion; partially offset by (2) an increase in debt repayments of $5.1 billion; and (3) an increase in
dividend payments of $0.1 billion.

LIBOR Transition The International Swaps and Derivatives Association launched its Interbank Offered Rate (IBOR)
Fallbacks Supplement and IBOR Fallbacks Protocol, which came into effect on January 25, 2021. The supplement incorporates
fallbacks for new derivatives linked to LIBOR, and the protocol enables market participants to incorporate fallbacks for certain
legacy derivatives linked to LIBOR. GM Financial adhered to the protocol prior to the June 30, 2023 cessation date and has
transitioned all of its LIBOR-based derivative exposure. On March 15, 2022, Congress enacted the Adjustable Interest Rate
(LIBOR) Act to address “tough legacy" contracts that lack adequate fallback provisions for determining a benchmark
replacement to LIBOR. GM Financial expects to leverage the safe harbors and protections provided by the LIBOR Act and its
implementing regulations to transition its limited LIBOR exposure remaining after the cessation date.

Critical Accounting Estimates The consolidated financial statements are prepared in conformity with U.S. GAAP, which
requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in
the periods presented. We believe the accounting estimates employed are appropriate and the resulting balances are reasonable;
however, due to the inherent uncertainties in developing estimates, actual results could differ from the original estimates,
requiring adjustments to these balances in future periods. Refer to Note 2 to our consolidated financial statements for our
significant accounting policies related to our critical accounting estimates.

Product Warranty and Recall Campaigns The estimates related to product warranties are established using historical
information on the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line and
assumptions about future activity and events. When little or no claims experience exists for a model year or a vehicle line, the
estimate is based on comparable models.

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

The estimates related to recall campaigns accrued at the time of vehicle sale are established by applying a paid loss approach
that considers the number of historical recall campaigns and the estimated cost for each recall campaign. These estimates
consider the nature, frequency and magnitude of historical recall campaigns, and use key assumptions including the number of
historical periods and the weighting of historical data in the reserve studies. Costs associated with recall campaigns not accrued
at the time of vehicle sale are estimated based on the estimated cost of repairs and the estimated vehicles to be repaired.
Depending on part availability and time to complete repairs we may, from time to time, offer courtesy transportation at no cost
to our customers. These estimates are re-evaluated on an ongoing basis and based on the best available information. Revisions
are made when necessary based on changes in these factors.

The estimated amount accrued for recall campaigns at the time of vehicle sale is most sensitive to the estimated number of
recall events, the number of vehicles per recall event, the assumed number of vehicles that will be brought in by customers for
repair (take rate) and the cost per vehicle for each recall event. The estimated cost of a recall campaign that is accrued on an
individual basis is most sensitive to our estimated assumed take rate that is primarily developed based on our historical take rate
experience. A 10% increase in the estimated take rate for all recall campaigns would increase the estimated cost by
approximately $0.4 billion.

Actual experience could differ from the amounts estimated requiring adjustments to these liabilities in future periods. Due to
the uncertainty and potential volatility of the factors contributing to developing estimates, changes in our assumptions could
materially affect our results of operations.

Sales Incentives The estimated effect of sales incentives offered to dealers and end customers is recorded as a reduction of
Automotive net sales and revenue at the time of sale. There may be numerous types of incentives available at any particular
time. Incentive programs are generally specific to brand, model or sales region and are for specified time periods, which may be
extended. Significant factors used in estimating the cost of incentives include type of program, forecasted sales volume, product
mix, and the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and
assumptions concerning future customer behavior and market conditions. A change in any of these factors affecting the estimate
could have a significant effect on recorded sales incentives. A 10% increase in the cost of incentives would increase the sales

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

incentive liability by approximately $0.2 billion. Subsequent adjustments to incentive estimates are possible as facts and
circumstances change over time, which could affect the revenue previously recognized in Automotive net sales and revenue.

GM Financial Allowance for Loan Losses The GM Financial retail finance receivables portfolio consists of smaller-
balance, homogeneous loans that are carried at amortized cost, net of allowance for loan losses. The allowance for loan losses
on retail finance receivables reflects net credit losses expected to be incurred over the remaining life of the retail finance
receivables, which have a weighted-average remaining life of approximately two years. GM Financial forecasts net credit losses
based on relevant information about past events, current conditions and forecast economic performance. GM Financial believes
that the allowance is adequate to cover expected credit losses on the retail finance receivables; however, because the allowance
for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such
estimates or that our credit loss assumptions will not increase.

GM Financial incorporates its outlook on forecast recovery rates and overall economic performance in its allowance estimate.
Each 5% relative decrease/increase in the forecast recovery rates would increase/decrease the allowance for loan losses by $0.1
billion.

At December 31, 2023, the weightings applied to the economic forecast scenarios considered resulted in an allowance for
loan losses on the retail finance receivables portfolio of $2.3 billion. If the forecast economic conditions were based entirely on
the weakest scenario considered, the allowance for loan losses would increase by $0.1 billion. Actual economic data and
recovery rates that are lower than those forecasted by GM Financial could result in an increase to the allowance for loan losses.

The GM Financial commercial finance receivables portfolio consists of financing products for dealers and other businesses.
GM Financial provides commercial lending products to its dealer customers that include floorplan financing, also known as
wholesale or inventory financing, which is lending to finance vehicle inventory. GM Financial also provides dealer loans,
which are loans to finance improvements to dealership facilities, to provide working capital, or to purchase and/or finance
dealership real estate. Additionally, GM Financial provides lending products to commercial vehicle upfitters and advances to
certain of our subsidiaries. The allowance for loan losses on commercial finance receivables is based on historical loss
experience for the consolidated portfolio, in addition to forecasted industry conditions. There can be no assurance that the
ultimate charge-off amount will not exceed such estimates or that GM Financial's credit loss assumptions will not increase.

Valuation of GM Financial Equipment on Operating Lease Assets and Residuals GM Financial has investments in leased
vehicles recorded as operating leases. Each leased asset in the portfolio represents a vehicle that GM Financial owns and has
leased to a customer. At the inception of a lease, an estimate is made of the expected residual value for the vehicle at the end of
the lease term, which typically ranges from two to five years. GM Financial estimates the expected residual value based on
third-party data that considers various data points and assumptions, including, but not limited to, recent auction values, the
expected future volume of returning leased vehicles, significant liquidation of rental or fleet inventory, used vehicle prices,
manufacturer incentive programs and fuel prices.

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

The customer is obligated to make payments during the lease term for the difference between the purchase price and the
contract residual value plus a money factor. However, since the customer is not obligated to purchase the vehicle at the end of
the contract, GM Financial is exposed to a risk of loss to the extent the customer returns the vehicle prior to or at the end of the
lease term and the proceeds GM Financial receives on the disposition of the vehicle are lower than the residual value estimated
at the inception of the lease. Realization of the residual values is dependent on GM Financial's future ability to market the
vehicles under prevailing market conditions.

At December 31, 2023, the estimated residual value of GM Financial's leased vehicles was $22.7 billion. Depreciation
reduces the carrying value of each leased asset in GM Financial's operating lease portfolio over time from its original
acquisition value to its expected residual value at the end of the lease term. If used vehicle prices weaken compared to
estimates, GM Financial would increase depreciation expense and/or record an impairment charge on the lease portfolio. If an
impairment exists, GM Financial would determine any shortfall in recoverability of the leased vehicle asset groups by year,
make and model. Recoverability is calculated as the excess of: (1) the sum of remaining lease payments plus estimated residual
value; over (2) leased vehicles, net less deferred revenue. Alternatively, if used vehicle prices outperform GM Financial's latest
estimates, it may record gains on sales of off-lease vehicles and/or decreased depreciation expense.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table illustrates the effect of a 1% relative change in the estimated residual values at December 31, 2023,
which could increase or decrease depreciation expense over the remaining term of the leased vehicle portfolio, holding all other
assumptions constant (dollars in millions):
Impact to
Depreciation Expense
2024 $ 158
2025 53
2026 15
2027 and thereafter 1
Total $ 227

Changes to residual values are rarely simultaneous across all maturities and segments, and also may impact return rates. If a
decrease in residual values is concentrated among specific asset groups, the decrease could result in an immediate impairment
charge. GM Financial reviewed the leased vehicle portfolio for indicators of impairment and determined that no impairment
indicators were present at December 31, 2023 or 2022.

Pension and OPEB Plans Our defined benefit pension plans are accounted for on an actuarial basis, which requires the
selection of various assumptions, including an expected long-term rate of return on plan assets, a discount rate, mortality rates
of participants and expectation of mortality improvement. Our pension obligations include Korean statutory pension payments
that are valued on a walk away basis. The expected long-term rate of return on U.S. plan assets that is utilized in determining
pension expense is derived from periodic studies, which include a review of asset allocation strategies, anticipated future long-
term performance of individual asset classes, risks using standard deviations and correlations of returns among the asset classes
that comprise the plans' asset mix. While the studies give appropriate consideration to recent plan performance and historical
returns, the assumptions are primarily long-term, prospective rates of return.

In December 2023, an investment policy study was completed for the U.S. pension plans. As a result, the weighted-average
long-term rate of ROA remains unchanged at 6.3% at December 31, 2023 and 2022. The expected long-term rate of return on
plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. plans.

Another key assumption in determining net pension and other postretirement benefits (OPEB) expense is the assumed
discount rate used to discount plan obligations. We estimate the assumed discount rate for U.S. plans using a cash flow
matching approach, which uses projected cash flows matched to spot rates along a high quality corporate bond yield curve to
determine the weighted-average discount rate for the calculation of the present value of cash flows. We apply the individual
annual yield curve rates instead of the assumed discount rate to determine the service cost and interest cost, which more
specifically links the cash flows related to service cost and interest cost to bonds maturing in their year of payment.

The Society of Actuaries (SOA) issued mortality improvement tables in the three months ended December 31, 2023. We
reviewed our recent mortality experience and we determined our current mortality assumptions are appropriate to measure our
U.S. pension and OPEB plans obligations as of December 31, 2023.

Significant differences in actual experience or significant changes in assumptions may materially affect the pension
obligations. The effects of actual results differing from assumptions and the changing of assumptions are included in
unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods. The
unamortized pre-tax actuarial loss on our pension plans was $5.9 billion and $3.3 billion at December 31, 2023 and 2022. The
year-over-year change is primarily due to a decrease in discount rates and lower than expected asset returns.

The funded status of the U.S. pension plans deteriorated in the year ended December 31, 2023 to $2.2 billion underfunded
status from $0.1 billion overfunded status primarily due to: (1) service and interest costs of $2.4 billion; (2) the unfavorable
effect of a decrease in discount rates of $1.3 billion; and (3) the unfavorable effect of plan amendments of $0.8 billion; partially
offset by (4) the favorable effect of actual returns on plan assets of $1.8 billion; and (5) contributions of $0.4 billion.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other
assumptions constant:
U.S. Plans(a) Non-U.S. Plans(a)
Effect on 2024 Effect on Effect on 2024 Effect on
Pension December 31, Pension December 31,
Expense 2023 PBO Expense 2023 PBO
25 basis point decrease in discount rate -$58 +$914 -$5 +$312
25 basis point increase in discount rate +$53 -$872 +$6 -$299
25 basis point decrease in expected rate of ROA +$109 N/A +$25 N/A
25 basis point increase in expected rate of ROA -$109 N/A -$25 N/A
__________
(a) The sensitivity does not include the effects of the individual annual yield curve rates applied for the calculation of the service and interest
cost.

Refer to Note 15 to our consolidated financial statements for additional information on pension contributions, investment
strategies, assumptions, the change in benefit obligations and related plan assets, pension funding requirements and future net
benefit payments. Refer to Note 2 to our consolidated financial statements for a discussion of the inputs used to determine fair
value for each significant asset class or category.

Valuation of Deferred Tax Assets The ability to realize deferred tax assets depends on the ability to generate sufficient
taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
The assessment regarding whether a valuation allowance is required or should be adjusted is based on an evaluation of possible
sources of taxable income and also considers all available positive and negative evidence factors. Our accounting for the
valuation of deferred tax assets represents our best estimate of future events. Changes in our current estimates, due to
unanticipated market conditions, governmental legislative actions or events, could have a material effect on our ability to utilize
deferred tax assets.

At December 31, 2023, valuation allowances against deferred tax assets were $7.0 billion. Refer to Note 17 to our
consolidated financial statements for additional information on the composition of these valuation allowances and information
on the $870 million income tax benefit resulting from the release of valuation allowances against deferred tax assets in Korea.

Non-GAAP Measures We use both GAAP and non-GAAP financial measures for operational and financial decision making,
and to assess Company and segment business performance. Our non-GAAP measures include: earnings before interest and
taxes (EBIT)-adjusted, presented net of noncontrolling interests; earnings before income taxes (EBT)-adjusted for our GM
Financial segment; earnings per share (EPS)-diluted-adjusted; effective tax rate-adjusted (ETR-adjusted); return on invested
capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow. Our calculation of these non-GAAP measures may
not be comparable to similarly titled measures of other companies due to potential differences between companies in the
method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior
to, in isolation from, or as a substitute for, related U.S. GAAP measures.

These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and
benchmark performance between periods and among geographic regions to understand operating performance without regard to
items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow
investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the
investment decisions being made by management to improve ROIC-adjusted. Management uses these measures in its financial,
investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting
processes. Further, our Board of Directors uses certain of these and other measures as key metrics to determine management
performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are
useful for our investors.

EBIT-adjusted (Most comparable GAAP measure: Net income attributable to stockholders) EBIT-adjusted is presented net
of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating
results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain
additional adjustments that are not considered part of our core operations. Examples of adjustments to EBIT include, but are not
limited to, impairment charges on long-lived assets and other exit costs resulting from strategic shifts in our operations or
discrete market and business conditions, and certain costs arising from legal matters. For EBIT-adjusted and our other non-
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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP
measure in any future periods in which there is an impact from the item. Our corresponding measure for our GM Financial
segment is EBT-adjusted because interest income and interest expense are part of operating results when assessing and
measuring the operational and financial performance of the segment.

EPS-diluted-adjusted (Most comparable GAAP measure: Diluted earnings per common share) EPS-diluted-adjusted is used
by management and can be used by investors to review our consolidated diluted EPS results on a consistent basis. EPS-diluted-
adjusted is calculated as net income attributable to common stockholders-diluted less adjustments noted above for EBIT-
adjusted and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples of
income tax adjustments include the establishment or release of significant deferred tax asset valuation allowances.

ETR-adjusted (Most comparable GAAP measure: Effective tax rate) ETR-adjusted is used by management and can be used
by investors to review the consolidated effective tax rate for our core operations on a consistent basis. ETR-adjusted is
calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and the income
tax adjustments noted above for EPS-diluted-adjusted divided by Income before income taxes less adjustments. When we
provide an expected adjusted effective tax rate, we do not provide an expected effective tax rate because the U.S. GAAP
measure may include significant adjustments that are difficult to predict.

ROIC-adjusted (Most comparable GAAP measure: Return on equity) ROIC-adjusted is used by management and can be
used by investors to review our investment and capital allocation decisions. We define ROIC-adjusted as EBIT-adjusted for the
trailing four quarters divided by ROIC-adjusted average net assets, which is considered to be the average equity balances
adjusted for average automotive debt and interest liabilities, exclusive of finance leases; average automotive net pension and
OPEB liabilities; and average automotive net income tax assets during the same period.

Adjusted automotive free cash flow (Most comparable GAAP measure: Net automotive cash provided by operating
activities) Adjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of
our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our
automotive liquidity against the substantial cash requirements of our automotive operations. We measure adjusted automotive
free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions.
Management actions can include voluntary events such as discretionary contributions to employee benefit plans or nonrecurring
specific events such as a closure of a facility that are considered special for EBIT-adjusted purposes. Refer to the “Liquidity and
Capital Resources” section of this MD&A for additional information.

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The following table reconciles Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted:

Years Ended December 31,

2023 2022 2021
Net income attributable to stockholders $ 10,127 $ 9,934 $ 10,019
Income tax expense 563 1,888 2,771
Automotive interest expense 911 987 950
Automotive interest income (1,109) (460) (146)
Adjustments
Voluntary separation program(a) 1,035 — —
Buick dealer strategy(b) 569 511 —
Cruise restructuring(c) 478 — —
GM Korea wage litigation(d) (106) — 82
India asset sales(e) (111) — —
Cruise compensation modifications(f) — 1,057 —
Russia exit(g) — 657 —
Patent royalty matters(h) — (100) 250
GM Brazil indirect tax matters(i) — — 194
Cadillac dealer strategy(j) — — 175
Total adjustments 1,865 2,125 701
EBIT-adjusted $ 12,357 $ 14,474 $ 14,295
__________
(a) These adjustments were excluded because they relate to the acceleration of attrition as part of the cost reduction program announced in
January 2023, primarily in the U.S.
(b) These adjustments were excluded because they relate to strategic activities to transition certain Buick dealers out of our dealer network
as part of Buick’s EV strategy.
(c) These adjustments were excluded because they relate to restructuring costs resulting from Cruise voluntarily pausing its driverless,
supervised and manual AV operations in the U.S. while it examines its processes, systems and tools. The adjustments primarily consist
of non-cash restructuring charges, supplier related charges and employee separation charges.
(d) These adjustments were excluded because of the unique events associated with Supreme Court of the Republic of Korea (Korea Supreme
Court) decisions related to our salaried workers in 2021 and partial resolution of subcontractor matters in 2023.
(e) These adjustments were excluded because they relate to an asset sale resulting from our strategic decision in 2020 to exit India.
(f) This adjustment was excluded because it relates to the one-time modification of Cruise stock incentive awards.
(g) This adjustment was excluded because it relates to the shutdown of our Russia business including the write off of our net investment and
release of accumulated translation losses into earnings.
(h) These adjustments were excluded because they relate to certain royalties accrued with respect to past-year vehicle sales in 2021 and the
resolution of substantially all of these matters in 2022.
(i) This adjustment was excluded because it relates to a settlement with third parties relating to retrospective recoveries of indirect taxes in
Brazil realized in prior periods.
(j) This adjustment was excluded because it relates to strategic activities to transition certain Cadillac dealers out of our dealer network as
part of Cadillac's EV strategy.

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The following table reconciles diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted:
Years Ended December 31,
2023 2022 2021
Amount Per Share Amount Per Share Amount Per Share
Diluted earnings per common share $ 10,022 $ 7.32 $ 8,915 $ 6.13 $ 9,837 $ 6.70
Adjustments(a) 1,865 1.36 2,125 1.46 701 0.47
Tax effect on adjustments(b) (504) (0.37) (423) (0.29) (105) (0.07)
Tax adjustments(c) (870) (0.64) (482) (0.33) (51) (0.03)
Deemed dividend adjustment(d) — — 909 0.63 — —
EPS-diluted-adjusted $ 10,513 $ 7.68 $ 11,044 $ 7.59 $ 10,382 $ 7.07
__________
(a) Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the
MD&A for adjustment details.
(b) The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the
adjustment relates.
(c) In the year ended December 31, 2023, the adjustment consists of tax benefit related to the release of a valuation allowance against
deferred tax assets considered realizable in Korea. In the year ended December 31, 2022, the adjustment consists of tax benefit related to
the release of a valuation allowance against deferred tax assets considered realizable as a result of Cruise tax reconsolidation. In the year
ended December 31, 2021, the adjustments consist of tax benefits related to a deduction for an investment in a subsidiary and resolution
of uncertainty relating to an indirect tax refund claim in Brazil, partially offset by tax expense related to the establishment of a valuation
allowance against Cruise deferred tax assets. These adjustments were excluded because significant impacts of valuation allowances are
not considered part of our core operations.
(d) This adjustment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the year ended
December 31, 2022.

The following table reconciles our effective tax rate under U.S. GAAP to ETR-adjusted:
Years Ended December 31,
2023 2022 2021
Income Income Income
before Income tax Effective before Income tax Effective before Income tax Effective
income taxes expense tax rate income taxes expense tax rate income taxes expense tax rate
Effective tax rate $ 10,403 $ 563 5.4 % $ 11,597 $ 1,888 16.3 % $ 12,716 $ 2,771 21.8 %
Adjustments(a) 1,916 504 2,221 423 726 105
Tax adjustments(b) 870 482 51
ETR-adjusted $ 12,319 $ 1,937 15.7 % $ 13,818 $ 2,793 20.2 % $ 13,442 $ 2,927 21.8 %
__________
(a) Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the
MD&A for adjustment details. Net income attributable to noncontrolling interests for these adjustments is included in the years ended
December 31, 2023, 2022 and 2021. The tax effect of each adjustment is determined based on the tax laws and valuation allowance
status of the jurisdiction to which the adjustment relates.
(b) Refer to the reconciliation of diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted within this section of the
MD&A for adjustment details.

We define return on equity (ROE) as Net income attributable to stockholders for the trailing four quarters divided by average
equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE. The
following table summarizes the calculation of ROE (dollars in billions):
Years Ended December 31,
2023 2022 2021
Net income attributable to stockholders $ 10.1 $ 9.9 $ 10.0
Average equity(a) $ 72.0 $ 66.6 $ 56.5
ROE 14.1 % 14.9 % 17.7 %
__________
(a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income attributable to
stockholders.

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The following table summarizes the calculation of ROIC-adjusted (dollars in billions):

Years Ended December 31,
2023 2022 2021
EBIT-adjusted(a) $ 12.4 $ 14.5 $ 14.3
Average equity(b) $ 72.0 $ 66.6 $ 56.5
Add: Average automotive debt and interest liabilities (excluding finance
leases) 16.2 17.6 17.1
Add: Average automotive net pension & OPEB liability 8.1 9.4 15.8
Less: Average automotive net income tax asset (21.1) (21.2) (22.2)
ROIC-adjusted average net assets $ 75.2 $ 72.3 $ 67.2
ROIC-adjusted 16.4 % 20.0 % 21.3 %
__________
(a) Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the
MD&A.
(b) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.

Forward-Looking Statements This report and the other reports filed by us with the SEC from time to time, as well as
statements incorporated by reference herein and related comments by our management, may include "forward-looking
statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than
statements of historical fact. Forward-looking statements represent our current judgment about possible future events and are
often identified by words like “aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,”
“effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,”
“potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of
those words or similar expressions. In making these statements, we rely on assumptions and analysis based on our experience
and perception of historical trends, current conditions and expected future developments as well as other factors we consider
appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any
future events or financial results, and our actual results may differ materially due to a variety of important factors, many of
which are beyond our control. These factors, which may be revised or supplemented in subsequent reports we file with the
SEC, include, among others, the following: (1) our ability to deliver new products, services, technologies and customer
experiences in response to increased competition and changing consumer needs and preferences; (2) our ability to timely fund
and introduce new and improved vehicle models, including electric vehicles, that are able to attract a sufficient number of
consumers; (3) our ability to profitably deliver a strategic portfolio of electric vehicles that will help drive consumer adoption;
(4) the success of our current line of ICE vehicles, particularly our full-size SUVs and full-size pickup trucks; (5) our highly
competitive industry, which has been historically characterized by excess manufacturing capacity and the use of incentives, and
the introduction of new and improved vehicle models by our competitors; (6) the unique technological, operational, regulatory
and competitive risks related to the timing and commercialization of AVs, including the various regulatory approvals and
permits required for operating driverless AVs in multiple markets; (7) risks associated with climate change, including increased
regulation of GHG emissions, our transition to electric vehicles and the potential increased impacts of severe weather events;
(8) global automobile market sales volume, which can be volatile; (9) inflationary pressures and persistently high prices and
uncertain availability of raw materials and commodities used by us and our suppliers, and instability in logistics and related
costs; (10) our business in China, which is subject to unique operational, competitive, regulatory and economic risks; (11) the
success of our ongoing strategic business relationships, particularly with respect to facilitating access to raw materials necessary
for the production of EVs, and of our joint ventures, which we cannot operate solely for our benefit and over which we may
have limited control; (12) the international scale and footprint of our operations, which exposes us to a variety of unique
political, economic, competitive and regulatory risks, including the risk of changes in government leadership and laws
(including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and
changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, changes
in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product
preferences and product requirements, changes to and compliance with U.S. and foreign countries' export controls and
economic sanctions, differing labor regulations, requirements and union relationships, differing dealer and franchise regulations
and relationships, difficulties in obtaining financing in foreign countries, and public health crises, including the occurrence of a
contagious disease or illness; (13) any significant disruption, including any work stoppages, at any of our manufacturing
facilities; (14) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to
allow us to meet production schedules; (15) pandemics, epidemics, disease outbreaks and other public health crises; (16) the

48
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

possibility that competitors may independently develop products and services similar to ours, or that our intellectual property
rights are not sufficient to prevent competitors from developing or selling those products or services; (17) our ability to manage
risks related to security breaches, cyberattacks and other disruptions to our information technology systems and networked
products, including connected vehicles and in-vehicle systems; (18) our ability to comply with increasingly complex, restrictive
and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the
personal information of our customers, employees, or suppliers; (19) our ability to comply with extensive laws, regulations and
policies applicable to our operations and products, including those relating to fuel economy, emissions and autonomous
vehicles; (20) costs and risks associated with litigation and government investigations; (21) the costs and effect on our
reputation of product safety recalls and alleged defects in products and services; (22) any additional tax expense or exposure or
failure to fully realize available tax incentives; (23) our continued ability to develop captive financing capability through GM
Financial; and (24) any significant increase in our pension funding requirements. For a further discussion of these and other
risks and uncertainties, refer to Part I, Item 1A. Risk Factors.

We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements,
whether as a result of new information, future events or other factors, except where we are expressly required to do so by law.

* * * * * * *

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The overall financial risk management program is under the responsibility of the Chief Financial Officer with support from
the Financial Risk Council, which reviews and, where appropriate, approves strategies to be pursued to mitigate these risks. The
Financial Risk Council comprises members of our management and functions under the oversight of the Audit Committee and
Finance Committee of the Board of Directors. The Audit Committee and Finance Committee assist and guide the Board of
Directors in its oversight of our financial and risk management strategies. A risk management control framework is utilized to
monitor the strategies, risks and related hedge positions in accordance with the policies and procedures approved by the
Financial Risk Council. Our financial risk management policy is designed to protect against risk arising from extreme adverse
market movements on our key exposures.

Automotive The following analyses provide quantitative information regarding exposure to foreign currency exchange rate
risk and interest rate risk. Sensitivity analysis is used to measure the potential loss in the fair value of financial instruments with
exposure to market risk. The models used assume instantaneous, parallel shifts in exchange rates and interest rate yield curves.
For options and other instruments with nonlinear returns, models appropriate to these types of instruments are utilized to
determine the effect of market shifts. There are certain shortcomings inherent in the sensitivity analyses presented, primarily
due to the assumption that interest rates change in a parallel fashion and that spot exchange rates change instantaneously. In
addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts
modeled and do not contemplate the effects of correlations between foreign currency exposures and offsetting long-short
positions in currency or other exposures, such as interest rates, which may significantly reduce the potential loss in value.

Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, selling and financing in
currencies other than the functional currencies of our operations. At December 31, 2023, our most significant foreign currency
exposures were between the U.S. Dollar and the Canadian Dollar, Korean Won, Chinese Yuan, Mexican Peso and Brazilian
Real. Derivative instruments such as foreign currency forwards, swaps and options are primarily used to hedge exposures with
respect to forecasted revenues, costs and commitments denominated in foreign currencies. Such contracts had remaining
maturities of up to 12 months at December 31, 2023 and were insignificant.

The net fair value liability of financial instruments with exposure to foreign currency risk was $0.4 billion and $0.2 billion at
December 31, 2023 and 2022. These amounts are calculated utilizing a population of foreign currency exchange derivatives and
foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents and other assets.
The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency
exchange rates would have been insignificant at December 31, 2023 and 2022.

We are exposed to foreign currency risk due to the translation and remeasurement of the results of certain international
operations into U.S. Dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore
create volatility in the results of operations and may adversely affect our financial condition.

49
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes the amounts of automotive foreign currency translation, transaction and remeasurement
(gains) losses:
Years Ended December 31,
2023 2022
Translation (gains) losses recorded in Accumulated other comprehensive loss $ (169) $ (37)
Transaction and remeasurement (gains) losses recorded in earnings $ 344 $ 173

Interest Rate Risk We are subject to market risk from exposure to changes in interest rates related to certain financial
instruments, primarily debt, finance lease obligations and certain marketable debt securities. At December 31, 2023, interest
rate swap positions were used to manage interest rate exposures in our automotive operations and were insignificant. The fair
value of debt and finance leases was $16.5 billion and $16.8 billion at December 31, 2023 and 2022. The potential increase in
fair value resulting from a 10% decrease in quoted interest rates would have been $0.7 billion and $0.8 billion at December 31,
2023 and 2022.

We had marketable debt securities, including those held by Cruise, of $7.6 billion and $12.2 billion classified as available-
for-sale at December 31, 2023 and 2022. The potential decrease in fair value from a 50 basis point increase in interest rates
would have been insignificant at December 31, 2023 and 2022.

Automotive Financing - GM Financial

Interest Rate Risk Fluctuations in market interest rates can affect GM Financial's gross interest rate spread, which is the
difference between interest earned on finance receivables and interest paid on debt. GM Financial is exposed to interest rate
risks as financial assets and liabilities have different characteristics that may impact financial performance. These differences
may include tenor, yield, repricing timing and prepayment expectations. Typically, retail finance receivables and leases
purchased by GM Financial earn fixed interest and commercial finance receivables originated by GM Financial earn variable
interest. GM Financial funds its business with variable or fixed rate debt. The variable rate debt is subject to adjustments to
reflect prevailing market interest rates. To help mitigate interest rate risk or mismatched funding, GM Financial may employ
hedging.

Quantitative Disclosure GM Financial measures the sensitivity of its net interest income to changes in interest rates by using
interest rate scenarios that assume a hypothetical, instantaneous parallel shift of one hundred basis points in all interest rates
across all maturities, as well as a base case that assumes that rates perform at the current market forward curve. However,
interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point
assumed in GM Financial's analysis. Therefore, the actual impact to net interest income could be higher or lower than the
results detailed in the table below. These interest rate scenarios are purely hypothetical and do not represent GM Financial's
view of future interest rate movements.

At December 31, 2023 and 2022, GM Financial was liability-sensitive, meaning that more liabilities than assets were
expected to reprice within the next 12 months. During a period of rising interest rates, the interest paid on liabilities would
increase more than the interest earned on assets, which would initially decrease net interest income. During a period of falling
interest rates, net interest income would be expected to initially increase. GM Financial's hedging strategies approved by its
Global Asset Liability Committee are used to manage interest rate risk within policy guidelines.

The following table presents GM Financial's net interest income sensitivity to interest rate movement:

Years Ended December 31,

2023 2022
One hundred basis points instantaneous increase in interest rates $ (7.7) $ (4.3)
One hundred basis points instantaneous decrease in interest rates(a) $ 7.7 $ 4.3
__________
(a) Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates
in markets where existing interest rates are below one percent.

Additional Model Assumptions The sensitivity analysis presented is GM Financial's best estimate of the effect of the
hypothetical interest rate scenarios; however, actual results could differ. The estimates are also based on assumptions including

50
 GENERAL MOTORS COMPANY AND SUBSIDIARIES

the amortization and prepayment of the finance receivable portfolio, originations of finance receivables and leases, refinancing
of maturing debt, replacement of maturing derivatives and exercise of options embedded in debt and derivatives. The
prepayment projections are based on historical experience. If interest rates or other factors change, actual prepayment
experience could be different than projected.

Foreign Currency Exchange Rate Risk GM Financial is exposed to foreign currency risk due to the translation and
remeasurement of the results of certain international operations into U.S. Dollars as part of the consolidation process.
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely
affect GM Financial's financial condition.

GM Financial primarily finances its receivables and leased assets with debt in the same currency. When a different currency
is used, GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the
local currency of the receivables and leased assets to minimize any impact to earnings. As a result, GM Financial believes its
market risk exposure relating to changes in currency exchange rates at December 31, 2023 was insignificant.

GM Financial had foreign currency swaps with notional amounts of $8.0 billion and $6.9 billion at December 31, 2023 and
2022. The net fair value of these derivative financial instruments was a liability of $0.2 billion and $0.6 billion at December 31,
2023 and 2022.

The following table summarizes GM Financial's foreign currency translation, transaction and remeasurement (gains) losses:
Years Ended December 31,
2023 2022
Translation (gains) losses recorded in Accumulated other comprehensive loss $ (147) $ 156
Transaction and remeasurement (gains) losses recorded in earnings $ 5 $ (1)

* * * * * * *

51
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of General Motors Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company)
as of December 31, 2023 and 2022, the related consolidated income statements and consolidated statements of comprehensive
income, cash flows and equity for each of the three years in the period ended December 31, 2023, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting
principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated January 30, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.

Product warranty and recall campaigns

Description of the matter As discussed in Note 12 to the financial statements, the liabilities for product warranty and
recall campaigns amount to $9.3 billion at December 31, 2023. The Company accrues for costs
related to product warranty at the time of vehicle sale and accrues the estimated cost of recall
campaigns when they are probable and estimable.
Auditing these liabilities involved a high degree of subjectivity in evaluating management’s
estimates due to the size, uncertainties, and potential volatility related to the estimated
liabilities. Management’s estimates consider historical claims experience, including the nature,
frequency, and average cost of claims of each vehicle line or each model year of the vehicle
line, and the key assumptions of historical data being predictive of future activity and events,
specifically the number of historical periods used and the weighting of historical data in the
reserve studies.

52
How we addressed the We evaluated the design and tested the operating effectiveness of internal controls over the
matter in our audit Company’s product warranty and recall campaign processes. We tested internal controls over
management’s review of the valuation models and significant assumptions for product warranty
and recall, including the warranty claims forecasted based on the frequency and average cost
per warranty claim for product warranty, and the cost estimates related to recall campaigns. Our
audit also included the evaluation of controls that address the completeness and accuracy of the
data utilized in the valuation models.
Our audit procedures related to product warranty and recall campaigns also included, among
others, evaluating the Company’s estimation methodology, the related significant assumptions
and underlying data, and performing analytical procedures to corroborate cost per vehicle based
on historical claims data. Furthermore, we performed sensitivity analyses to evaluate the
significant judgments made by management, including cost estimates to evaluate the impact on
reserves from changes in assumptions. We performed analysis over the vehicle lines and model
years that had little or no claims experience to ensure the vehicle and model substitutions are
comparable. We also involved actuarial specialists to evaluate the methodologies and
assumptions, and to test the actuarial calculations used by the Company.
Sales incentives
Description of the matter Automotive sales and revenue represents the amount of consideration to which the Company
expects to be entitled in exchange for transferring goods or providing services, which is net of
dealer and customer sales incentives the Company expects to pay. As discussed in Note 2 to the
financial statements, provisions for dealer and customer incentives are recorded as a reduction
to Automotive net sales and revenue at the time of vehicle sale. The liabilities for dealer and
customer allowances, claims and discounts amount to $6.1 billion at December 31, 2023.
Auditing the estimate of sales incentives involved a high degree of judgment. Significant factors
used by the Company in estimating its liability for retail incentives include type of program,
forecasted sales volumes, product mix, and the rate of customer acceptance of incentive
programs, all of which are estimated based on historical experience and assumptions concerning
future customer behavior and market conditions. The Company’s estimation model reflects the
best estimate of the total incentive amount that the Company reasonably expects to pay at the
time of sale. The estimated cost of incentives is forward-looking, and could be materially
affected by future economic and market conditions.
How we addressed the We evaluated the design and tested the operating effectiveness of internal controls over the
matter in our audit Company’s sales incentive process, including management’s review of the estimation model,
the significant assumptions (e.g., incentive cost per unit, customer take rate, and market
conditions), and the data inputs used in the model.

Our audit procedures included, among others, the performance of analytical procedures to
develop an independent range of the liability for retail incentives as of the balance sheet date.
Our independent range was developed for comparison to the Company’s recorded liability, and
is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer
stock. In addition, we performed sensitivity analyses over the cost per unit assumption
developed by management to evaluate the impact on the liability resulting from a change in the
assumption. Lastly, we assessed management’s forecasting process by performing quarterly
hindsight analyses to assess the adequacy of prior forecasts.
Valuation of GM Financial equipment on operating leases
Description of the matter GM Financial has recorded investments in vehicles leased to retail customers under operating
leases. As discussed in Note 2 to the financial statements, at the beginning of the lease,
management establishes an expected residual value for each vehicle at the end of the lease term.
The Company’s estimated residual value of leased vehicles at the end of lease term was $22.7
billion as of December 31, 2023.

53
 Auditing management’s estimate of the residual value of leased vehicles involved a high degree
of judgment. Management’s estimate is based, in part, on third-party data which considers
inputs including recent auction values and significant assumptions regarding the expected future
volume of leased vehicles that will be returned to the Company, used car prices, manufacturer
incentive programs and fuel prices. Realization of the residual values is dependent on the future
ability to market the vehicles under future prevailing market conditions.
How we addressed the We evaluated the design and tested the operating effectiveness of the Company’s controls over
matter in our audit the lease residual estimation process, including controls over management’s review of residual
value estimates obtained from the Company’s third-party provider and other significant
assumptions.

Our procedures also included, among others, independently recalculating depreciation related to
equipment on operating leases and performing sensitivity analyses related to significant
assumptions. We also performed hindsight analyses to assess the propriety of management’s
estimate of residual values, as well as tested the completeness and accuracy of data from
underlying systems and data warehouses that are used in the estimation models.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2017.

Detroit, Michigan
January 30, 2024

54
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of General Motors Company

Opinion on Internal Control Over Financial Reporting

We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, General Motors Company and subsidiaries
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,
based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated income
statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the
period ended December 31, 2023, and the related notes and our report dated January 30, 2024 expressed an unqualified opinion
thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Detroit, Michigan
January 30, 2024

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED INCOME STATEMENTS

(In millions, except per share amounts)
Years Ended December 31,
2023 2022 2021
Net sales and revenue
Automotive $ 157,658 $ 143,975 $ 113,590
GM Financial 14,184 12,760 13,414
Total net sales and revenue (Note 3) 171,842 156,735 127,004
Costs and expenses
Automotive and other cost of sales 141,330 126,892 100,544
GM Financial interest, operating and other expenses 11,374 8,862 8,582
Automotive and other selling, general and administrative expense 9,840 10,667 8,554
Total costs and expenses 162,544 146,421 117,680
Operating income (loss) 9,298 10,315 9,324
Automotive interest expense 911 987 950
Interest income and other non-operating income, net (Note 19) 1,537 1,432 3,041
Equity income (loss) (Note 8) 480 837 1,301
Income (loss) before income taxes 10,403 11,597 12,716
Income tax expense (benefit) (Note 17) 563 1,888 2,771
Net income (loss) 9,840 9,708 9,945
Net loss (income) attributable to noncontrolling interests 287 226 74
Net income (loss) attributable to stockholders $ 10,127 $ 9,934 $ 10,019

Net income (loss) attributable to common stockholders $ 10,022 $ 8,915 $ 9,837

Earnings per share (Note 21)

Basic earnings per common share $ 7.35 $ 6.17 $ 6.78
Weighted-average common shares outstanding – basic 1,364 1,445 1,451
Diluted earnings per common share $ 7.32 $ 6.13 $ 6.70
Weighted-average common shares outstanding – diluted 1,369 1,454 1,468

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)
Years Ended December 31,
2023 2022 2021
Net income (loss) $ 9,840 $ 9,708 $ 9,945
Other comprehensive income (loss), net of tax (Note 20)
Foreign currency translation adjustments and other 458 (340) 80
Defined benefit plans (2,814) 1,677 4,126
Other comprehensive income (loss), net of tax (2,355) 1,337 4,206
Comprehensive income (loss) 7,485 11,045 14,151
Comprehensive loss (income) attributable to noncontrolling interests 297 257 87
Comprehensive income attributable to stockholders (loss) $ 7,781 $ 11,303 $ 14,238

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

Amounts may not add due to rounding.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
December 31, 2023 December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents $ 18,853 $ 19,153
Marketable debt securities (Note 4) 7,613 12,150
Accounts and notes receivable, net of allowance of $298 and $260 12,378 13,333
GM Financial receivables, net of allowance of $906 and $869 (Note 5; Note 11 at VIEs) 39,076 33,623
Inventories (Note 6) 16,461 15,366
Other current assets (Note 4; Note 11 at VIEs) 7,238 6,825
Total current assets 101,618 100,451
Non-current Assets
GM Financial receivables, net of allowance of $1,438 and $1,227 (Note 5; Note 11 at VIEs) 45,043 40,591
Equity in net assets of nonconsolidated affiliates (Note 8) 10,613 10,176
Property, net (Note 9) 50,321 45,248
Goodwill and intangible assets, net (Note 10) 4,862 4,945
Equipment on operating leases, net (Note 7; Note 11 at VIEs) 30,582 32,701
Deferred income taxes (Note 17) 22,339 20,539
Other assets (Note 4; Note 11 at VIEs) 7,686 9,386
Total non-current assets 171,446 163,586
Total Assets $ 273,064 $ 264,037
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade) $ 28,114 $ 27,486
Short-term debt and current portion of long-term debt (Note 13)
Automotive 428 1,959
GM Financial (Note 11 at VIEs) 38,540 36,819
Accrued liabilities (Note 12) 27,364 24,910
Total current liabilities 94,445 91,173
Non-current Liabilities
Long-term debt (Note 13)
Automotive 15,985 15,885
GM Financial (Note 11 at VIEs) 66,788 60,036
Postretirement benefits other than pensions (Note 15) 4,345 4,193
Pensions (Note 15) 6,680 5,698
Other liabilities (Note 12) 16,515 14,767
Total non-current liabilities 110,312 100,579
Total Liabilities 204,757 191,752
Commitments and contingencies (Note 16)
Noncontrolling interest - Cruise stock incentive awards (Note 20) 118 357
Equity (Note 20)
Common stock, $0.01 par value 12 14
Additional paid-in capital 19,130 26,428
Retained earnings 55,391 49,251
Accumulated other comprehensive loss (10,247) (7,901)
Total stockholders’ equity 64,286 67,792
Noncontrolling interests 3,903 4,135
Total Equity 68,189 71,927
Total Liabilities and Equity $ 273,064 $ 264,037

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

Amounts may not add due to rounding.

57
 GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Years Ended December 31,
2023 2022 2021
Cash flows from operating activities
Net income (loss) $ 9,840 $ 9,708 $ 9,945
Depreciation and impairment of Equipment on operating leases, net 4,904 4,839 6,076
Depreciation, amortization and impairment charges on Property, net 6,984 6,451 5,975
Foreign currency remeasurement and transaction (gains) losses 349 172 (17)
Undistributed earnings of nonconsolidated affiliates, net 245 193 (517)
Pension contributions and OPEB payments (1,100) (790) (838)
Pension and OPEB income, net 90 (1,189) (1,605)
Provision (benefit) for deferred taxes (1,041) 425 2,214
Change in other operating assets and liabilities (Note 24) 1,822 (2,977) (3,366)
Other operating activities (1,163) (790) (2,679)
Net cash provided by (used in) operating activities 20,930 16,043 15,188
Cash flows from investing activities
Expenditures for property (10,970) (9,238) (7,509)
Available-for-sale marketable securities, acquisitions (4,429) (11,837) (8,962)
Available-for-sale marketable securities, liquidations 9,345 8,057 9,347
Purchases of finance receivables (35,379) (33,974) (33,009)
Principal collections and recoveries on finance receivables 28,346 26,887 24,622
Purchases of leased vehicles (13,640) (11,949) (14,602)
Proceeds from termination of leased vehicles 13,033 14,234 14,393
Other investing activities (969) (62) (635)
Net cash provided by (used in) investing activities (14,663) (17,882) (16,355)
Cash flows from financing activities
Net increase (decrease) in short-term debt (156) 373 2,912
Proceeds from issuance of debt (original maturities greater than three months) 50,963 45,813 45,300
Payments on debt (original maturities greater than three months) (44,675) (39,606) (47,806)
Payments to purchase common stock (Note 20) (11,115) (2,500) —
Issuance (redemption) of subsidiary stock (Note 20) — (2,121) 1,736
Dividends paid (597) (397) (186)
Other financing activities (774) (1,178) (212)
Net cash provided by (used in) financing activities (6,353) 383 1,744
Effect of exchange rate changes on cash, cash equivalents and restricted cash 54 (138) (152)
Net increase (decrease) in cash, cash equivalents and restricted cash (31) (1,594) 425
Cash, cash equivalents and restricted cash at beginning of period 21,948 23,542 23,117
Cash, cash equivalents and restricted cash at end of period $ 21,917 $ 21,948 $ 23,542

Significant Non-cash Investing and Financing Activity

Non-cash property additions $ 6,013 $ 5,376 $ 4,305

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

Amounts may not add due to rounding.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In millions)

Noncontrolling
Common Stockholders’ Interest
Cruise Stock
Accumulated Incentive
Additional Other Awards
Common Paid-in Retained Comprehensive Noncontrolling Total (Temporary
Stock Capital Earnings Loss Interests Equity Equity)
Balance at January 1, 2021 $ 14 $ 26,542 $31,962 $ (13,488) $ 4,647 $ 49,677 $ —
Net income (loss) — — 10,019 — (74) 9,945 —
Other comprehensive income (loss) — — — 4,219 (13) 4,206 —
Issuance (redemption) of subsidiary stock (Note 20) — — — — 1,736 1,736 —
Stock based compensation — 526 (3) — — 523 —
Dividends to noncontrolling interests — — — — (186) (186) —
Other 1 (7) (41) — (39) (86) —
Balance at December 31, 2021 15 27,061 41,937 (9,269) 6,071 65,815 —
Net income (loss) — — 9,934 — (226) 9,708 —
Other comprehensive income (loss) — — — 1,368 (31) 1,337 —
Issuance (redemption) of subsidiary stock (Note 20) — — (909) — (1,212) (2,121) —
Purchase of common stock (1) (1,153) (1,347) — — (2,500) —
Stock based compensation — 299 (5) — — 294 299
Cash dividends paid on common stock — — (257) — — (257) —
Dividends to noncontrolling interests — — (12) — (127) (140) —
Other — 221 (90) — (340) (208) 59
Balance at December 31, 2022 14 26,428 49,251 (7,901) 4,135 71,927 357
Net income (loss) — — 10,127 — (287) 9,840 —
Other comprehensive income (loss) — — — (2,346) (9) (2,355) —
Purchase of common stock (Note 20) (2) (7,686) (3,426) — — (11,115) —
Stock based compensation — 259 (6) — — 253 24
Cash dividends paid on common stock — — (477) — — (477) —
Dividends to noncontrolling interests — — — — (120) (120) —
Other — 129 (77) — 185 237 (263)
Balance at December 31, 2023 $ 12 $ 19,130 $55,391 $ (10,247) $ 3,903 $ 68,189 $ 118

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

Amounts may not add due to rounding.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation
General Motors Company was incorporated as a Delaware corporation in 2009. 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. We analyze the results of
our operations through the following segments: GMNA, GMI, Cruise and GM Financial. Cruise is our global segment
responsible for the development and commercialization 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. The consolidated financial statements are prepared in conformity with U.S. GAAP. Except for per share
amounts or as otherwise specified, amounts presented within tables are stated in millions. Certain columns and rows may not
add due to rounding.

Principles of Consolidation We consolidate entities that we control due to ownership of a majority voting interest and we
consolidate variable interest entities (VIEs) when we are the primary beneficiary. All intercompany balances and transactions
are eliminated in consolidation. Our share of earnings or losses of nonconsolidated affiliates is included in our consolidated
operating results using the equity method of accounting when we are able to exercise significant influence over the operating
and financial decisions of the affiliate.

Use of Estimates in the Preparation of the Financial Statements Accounting estimates are an integral part of the
consolidated financial statements. These estimates require the use of judgments and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are
appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual
results could differ from the original estimates, requiring adjustments to these balances in future periods.

GM Financial The amounts presented for GM Financial are adjusted to reflect the impact on GM Financial's deferred tax
positions and provision for income taxes resulting from the inclusion of GM Financial in our consolidated tax return and to
eliminate the effect of transactions between GM Financial and the other members of the consolidated group. Accordingly, the
amounts presented will differ from those presented by GM Financial on a stand-alone basis.

Note 2. Significant Accounting Policies

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

Revenue Recognition

Automotive Automotive net sales and revenue represents the amount of consideration to which we expect to be entitled in
exchange for vehicle, parts and accessories and services and other sales. The consideration recognized represents the amount
received, typically shortly after the sale to a customer, net of estimated dealer and customer sales incentives we reasonably
expect to pay. Significant factors in determining our estimates of incentives include forecasted sales volume, product mix and
the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and
assumptions concerning future customer behavior and market conditions. Subsequent adjustments to incentive estimates are
possible as facts and circumstances change over time. A portion of the consideration received is deferred for separate
performance obligations, such as maintenance, services and vehicle connectivity, that will be provided to our customers at a
future date. Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of the
vehicle sale are excluded from Automotive net sales and revenue. Costs for shipping and handling activities that occur after
control of the vehicle transfers to the dealer are recognized at the time of sale and presented in Automotive and other cost of
sales.

Vehicle, Parts and Accessories For the majority of vehicle and accessories sales, our customers obtain control and we
recognize revenue when the vehicle transfers to the dealer, which typically occurs either when the vehicle is released to the
carrier responsible for transporting it to a dealer or upon delivery to a dealer. Revenue, net of estimated returns, is recognized
on the sale of parts upon delivery to the customer. 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Typically, transfers to daily rental companies are accounted for as sales, with revenue recognized at the time of transfer. We
defer revenue for remarketing obligations, record a residual value guarantee and reflect a liability for amounts expected to be
paid once the remarketing services are complete at the time of sale and recognize deferred revenue in earnings upon completion
of the remarketing service.

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

Services and Other Services and other revenue primarily consists of revenue from vehicle-related service arrangements and
after-sale services such as maintenance, OnStar, Super Cruise, vehicle connectivity and extended service warranties. For those
service arrangements that are bundled with a vehicle sale, a portion of the revenue from the sale is allocated to the service
component and recognized as deferred revenue within Accrued liabilities or Other liabilities. We recognize revenue for bundled
services and services sold separately as services are performed, typically over a period of up to eight years.

Automotive Financing - GM Financial Finance charge income earned on finance receivables is recognized using the
effective interest method. Fees and commissions received (including manufacturer subvention) and direct costs of originating
loans are deferred and amortized over the term of the related finance receivables using the effective interest method and are
removed from the consolidated balance sheets when the related finance receivables are fully charged off or paid in full. Accrual
of finance charge income on retail finance receivables is generally suspended on accounts that are more than 60 days
delinquent, accounts in bankruptcy and accounts in repossession. Payments received on nonaccrual loans are first applied to any
fees due, then to any interest due and then any remaining amounts are applied to principal. Interest accrual generally resumes
once an account has received payments bringing the delinquency to less than 60 days past due. Accrual of finance charge
income on commercial finance receivables is generally suspended on accounts that are more than 90 days delinquent, upon
receipt of a bankruptcy notice from a borrower, or where reasonable doubt exists about the full collectability of contractually
agreed upon principal and interest. Payments received on nonaccrual loans are first applied to principal. Interest accrual
resumes once an account has received payments bringing the account fully current and collection of contractual principal and
interest is reasonably assured (including amounts previously charged off).

Income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as
operating lease revenue on a straight-line basis over the term of the lease agreement. Gains or losses realized upon disposition
of off-lease assets including any payments received from lessees upon lease termination, are included in GM Financial interest,
operating and other expenses.

Advertising and Promotion Expenditures Advertising and promotion expenditures, which are expensed as incurred in
Automotive and other selling, general and administrative expense, were $3.6 billion, $4.0 billion and $3.3 billion in the years
ended December 31, 2023, 2022 and 2021.

Research and Development Expenditures Research and development expenditures, which are expensed as incurred in
Automotive and other cost of sales, were $9.9 billion, $9.8 billion and $7.9 billion in the years ended December 31, 2023, 2022
and 2021. 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.

Cash Equivalents and Restricted Cash Cash equivalents are defined as short-term, highly-liquid investments with original
maturities of 90 days or less. Certain operating agreements require us to post cash as collateral. Cash and cash equivalents
subject to contractual restrictions and not readily available are classified as restricted cash. Restricted cash is invested in
accordance with the terms of the underlying agreements and include amounts related to various deposits, escrows and other
cash collateral. Restricted cash is included in Other current assets and Other assets in the consolidated balance sheets.

Fair Value Measurements A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair
value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs
reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value
hierarchy: 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; and Level 3 – Instruments whose significant inputs are unobservable.

Marketable Debt Securities We generally classify marketable debt securities as available-for-sale. Various factors, including
turnover of holdings and investment guidelines, are considered in determining the classification of securities. Available-for-sale
debt securities are recorded at fair value with non-credit related unrealized gains and losses recorded in Accumulated other
comprehensive loss until realized. Credit losses are recorded in Interest income and other non-operating income, net. An
evaluation is made quarterly to determine if any portion of unrealized losses recorded in Accumulated other comprehensive loss
needs to be reclassified. Non-credit related unrealized losses are reclassified to Interest income and other non-operating income,
net if we intend to sell the security or it is more likely than not that we will be required to sell the security before the recovery of
the unrealized loss.

We determine realized gains and losses for all debt securities using the specific identification method and measure the fair
value of our marketable debt securities using a market approach where identical or comparable prices are available and an
income approach in other cases. If quoted market prices are not available, fair values of securities are determined using prices
from a pricing service, pricing models, quoted prices of securities with similar characteristics or discounted cash flow models.
These prices represent non-binding quotes. Our pricing service utilizes industry-standard pricing models that consider various
inputs. We review our pricing service quarterly and believe the prices received from our pricing service are a reliable
representation of exit prices.

Accounts and Notes Receivable Accounts and notes receivable primarily consists of amounts that are due and payable from
our customers for the sale of vehicles, parts and accessories. We evaluate the collectability of receivables each reporting period
and record an allowance for doubtful accounts to present the net amount expected to be collected on our receivables. Additions
to the allowance are charged to bad debt expense reported in Automotive and other selling, general and administrative expense
and were insignificant in the years ended December 31, 2023, 2022 and 2021.

GM Financial Receivables Finance receivables are carried at amortized cost, net of allowance for loan losses. Provisions for
loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered
adequate to cover expected credit losses on the finance receivables. For retail finance receivables, GM Financial uses static pool
modeling techniques to determine the allowance for loan losses expected over the remaining life of the receivables, which is
supplemented by management judgment. The modeling techniques incorporate reasonable and supportable forecasts of
economic conditions over the expected remaining life of the finance receivables. The economic forecasts incorporate factors
which vary by region that GM Financial believes will have the largest impact on expected losses, including unemployment
rates, interest rate spreads, disposable personal income and growth rates in gross domestic product.

Commercial finance receivables are carried at amortized cost, net of allowance for loan losses and amounts held under a cash
management program. GM Financial establishes the allowance for loan losses based on historical loss experience, as well as
forecasted auto industry conditions, which is the economic indicator believed to have the largest impact on expected losses.

Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO)
basis. Net realizable value is the estimated selling price in the ordinary course of business less cost to sell, and considers general
market and economic conditions, periodic reviews of current profitability of vehicles, product warranty costs and the effect of
estimated sales incentives. Net realizable value for off-lease and other vehicles is current auction sales proceeds less disposal
and warranty costs. Inventories are reviewed to determine if inventory quantities are in excess of forecasted usage or if they
have become obsolete, with a primary focus on productive material, supplies, work in process and parts and accessories.

Equipment on Operating Leases Equipment on operating leases, net primarily consists of vehicle leases to retail customers
with lease terms of two to five years. We are exposed to changes in the residual values of these assets. The residual values
represent estimates of the values of the leased vehicles at the end of the lease agreements and are determined based on
forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is
dependent on the future ability to market the vehicles under prevailing market conditions. 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)

group. Fair value is determined primarily using the anticipated cash flows, including estimated residual values. In our
automotive finance operations, when a leased vehicle is returned or repossessed, the asset is recorded in Other assets at the
lower of amortized cost or net realizable value. Upon disposition a gain or loss is recorded in GM Financial interest, operating
and other expenses for any difference between the net book value of the leased asset and the proceeds from the disposition of
the asset.

Equity Investments When events and circumstances warrant, equity investments accounted for under the equity method of
accounting are evaluated for impairment. An impairment charge is recorded whenever a decline in value of an equity
investment below its carrying amount is determined to be other-than-temporary. Impairment charges related to equity method
investments are recorded in Equity income. Equity investments that are not accounted for under the equity method of
accounting are measured at fair value or in certain cases adjusted to fair value upon an observable price change, with changes in
fair value recorded in Interest income and other non-operating income, net.

Property, net Property, plant and equipment, including internal use software, is recorded at cost. The gross amount of assets
under finance leases is included in property, plant and equipment. Major improvements that extend the useful life or add
functionality are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. We depreciate
depreciable property using the straight-line method. Leasehold improvements are amortized over the period of lease or the life
of the asset, whichever is shorter. The amortization of the assets under finance leases is included in depreciation expense. Upon
retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are eliminated and any
resulting gain or loss is recorded in earnings. Impairment charges related to property are recorded in Automotive and other cost
of sales, Automotive and other selling, general and administrative expense or GM Financial interest, operating and other
expenses.

Special Tools Special tools represent product-specific propulsion and non-propulsion related tools, dies, molds and other items
used in the vehicle manufacturing process. Expenditures for special tools are recorded at cost and are capitalized. We amortize
special tools over their estimated useful lives using the straight-line method or an accelerated amortization method based on
their historical and estimated production volume. Impairment charges related to special tools are recorded in Automotive and
other cost of sales.

Goodwill Goodwill is not amortized but rather tested for impairment annually on October 1 and when events warrant such a
review. The impairment test entails an assessment of qualitative factors to determine whether it is more likely than not that an
impairment exists. If it is more likely than not that an impairment exists, then a quantitative impairment test is performed.
Impairment exists when the carrying amount of a reporting unit exceeds its fair value.

Intangible Assets, net Intangible assets, excluding goodwill, primarily include brand names, technology and intellectual
property, customer relationships and dealer networks. Intangible assets are amortized on a straight-line or an accelerated
method of amortization over their estimated useful lives. Amortization of developed technology and intellectual property is
recorded in Automotive and other cost of sales. Amortization of brand names, customer relationships and our dealer networks is
recorded in Automotive and other selling, general and administrative expense or GM Financial interest, operating and other
expenses. Impairment charges, if any, related to intangible assets are recorded in Automotive and other selling, general and
administrative expense or Automotive and other cost of sales.

Valuation of Long-Lived Assets The carrying amount of long-lived assets and finite-lived intangible assets to be held and
used in the business is evaluated for impairment when events and circumstances warrant. If the carrying amount of a long-lived
asset group is considered impaired, a loss is recorded based on the amount by which the carrying amount exceeds fair value.
Product-specific long-lived asset groups and non-product specific long-lived assets are separately tested for impairment on an
asset group basis. Fair value is determined using either the market or sales comparison approach, cost approach or anticipated
cash flows discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than by sale are
considered held for use until disposition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Government Incentives and Grants We receive incentives from federal, state and local governments in different regions of
the world that primarily encourage us to establish, maintain, or increase investment, employment, or production in the region.
We are also entitled to certain advanced manufacturing production credits under the IRA. The benefit from both refundable and
nonrefundable advanced manufacturing production credits are not accounted for or classified as an income tax credit. We
account for government incentives as a reduction of expense, a reduction of the cost of the capital investment or other income
based on the substance of the incentive received. Benefits are generally recorded when there is reasonable assurance of receipt
or, as it relates to advance manufacturing production credits, upon the generation of the credit. Amounts are recorded in
earnings as the expenses in which the incentive is meant to offset are incurred, as we meet the conditions of the grant or as the
capital investment is depreciated or, as it relates to advance manufacturing production credits, upon generation of the credit. At
December 31, 2023, cash incentives in Cash and cash equivalents was $717 million, cash incentives receivable in Accounts and
notes receivable, net of allowance was $190 million, cash incentives credited to Property, net was $480 million, cash incentives
receivable in Other assets was $269 million and deferred incentive income in Other liabilities was $341 million. In the year
ended December 31, 2023, we recognized $251 million in Automotive and other cost of sales associated with incentives.
Current agreements expire at various dates through 2031 and we consider the risk that any amounts recognized will be returned
to be remote.

Pension and OPEB Plans

Attribution, Methods and Assumptions The cost of benefits provided by defined benefit pension plans is recorded in the
period employees provide service. The cost of pension plan amendments that provide for benefits already earned by plan
participants is amortized over the expected period of benefit which may be the duration of the applicable collective bargaining
agreement specific to the plan, the expected future working lifetime or the life expectancy of the plan participants.

The cost of medical, dental, legal service and life insurance benefits provided through postretirement benefit plans is recorded
in the period employees provide service. The cost of postretirement plan amendments that provide for benefits already earned
by plan participants is amortized over the expected period of benefit which may be the average period to full eligibility or the
average life expectancy of the plan participants.

An expected return on plan asset methodology is utilized to calculate future pension expense for certain significant funded
benefit plans. A market-related value of plan assets methodology is also utilized that averages gains and losses on the plan
assets over a period of years to determine future pension expense. The methodology recognizes 60% of the difference between
the fair value of assets and the expected calculated value in the first year and 10% of that difference over each of the next four
years.

The discount rate assumption is established for each of the retirement-related benefit plans at their respective measurement
dates. In the U.S., we use a cash flow matching approach that uses projected cash flows matched to spot rates along a high-
quality corporate bond yield curve to determine the present value of cash flows to calculate a single equivalent discount rate.
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.
pension benefit obligation at December 31, 2023. The discount rates for plans in Canada, the United Kingdom and Germany are
determined using a cash flow matching approach like the U.S.

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

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. Such equity securities for which the market is not considered to be active are
valued via the use of observable inputs, which may include the use of adjusted market prices last available, bids or last available
sales prices and/or other observable inputs and are classified in Level 2. 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. Debt securities priced via pricing services that utilize matrix pricing which
considers readily observable inputs such as the yield or price of bonds of comparable quality, coupon, maturity and type as well
as dealer supplied prices, are classified in Level 2. Debt securities that are typically priced by dealers and pricing services via
the use of proprietary pricing models which incorporate significant unobservable inputs are classified in Level 3. These inputs
primarily consist of yield and credit spread assumptions, discount rates, prepayment curves, default assumptions and recovery
rates.

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

NAVs are provided by the respective investment sponsors or investment advisers and are subsequently reviewed and
approved by management. In the event management concludes a reported NAV does not reflect fair value or is not determined
as of the financial reporting measurement date, we will consider whether and when deemed necessary to make an adjustment at
the balance sheet date. In determining whether an adjustment to the external valuation is required, we will review material
factors that could affect the valuation, such as changes in the composition or performance of the underlying investments or
comparable investments, overall market conditions, expected sale prices for private investments which are probable of being
sold in the short-term and other economic factors that may possibly have a favorable or unfavorable effect on the reported
external valuation.

Stock Incentive Plans Our stock incentive plans include RSUs, PSUs, stock options and awards that may be settled in our
stock, the stock of our subsidiaries or in cash. We measure and record compensation expense based on the fair value of GM or
Cruise's common stock on the date of grant for RSUs and PSUs and the grant date fair value, determined utilizing the Black-
Scholes formula or a lattice model, for stock options and PSUs. We record compensation cost for service-based RSUs, PSUs
and service-based stock options on a straight-line basis over the entire vesting period, or for retirement eligible employees over
the requisite service period. 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.

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. These estimates are established using historical information on
the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line and assumptions
about future activity and events. Revisions are made when necessary and are based on changes in these factors.

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. 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. Costs associated with recall
campaigns are charged to Automotive and other cost of sales. Revisions are made when necessary based on changes in these
factors.

Income Taxes The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are recorded for
temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial
statements using the statutory tax rates in effect for the year in which the differences are expected to reverse. 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. Income tax effects are released from Accumulated other comprehensive loss using the specific-identification
method.

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We establish valuation allowances for deferred tax assets based on a more likely than not standard. Deferred income tax
assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted. The ability to realize
deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods
provided for in the tax law for each applicable tax jurisdiction. The assessment regarding whether a valuation allowance is
required or should be adjusted also considers all available positive and negative evidence factors. It is difficult to conclude a
valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative
losses in recent years. We utilize a rolling three years of actual and current year results as the primary measure of cumulative
losses in recent years.

We record uncertain tax positions on the basis of a two-step process whereby we determine whether it is more likely than not
that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the
more likely than not criteria, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon
ultimate settlement with the related tax authority. We record interest and penalties on uncertain tax positions in Income tax
expense.

Foreign Currency Transactions and Translation The assets and liabilities of foreign subsidiaries that use the local currency
as their functional currency are translated to U.S. Dollars based on the current exchange rate prevailing at each balance sheet
date and any resulting translation adjustments are included in Accumulated other comprehensive loss. The assets and liabilities
of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their
functional currency and then translated to U.S. Dollars. Revenues and expenses are translated into U.S. Dollars using the
average exchange rates prevailing for each period presented. The financial statements of any foreign subsidiary that has been
identified as having a highly inflationary economy are remeasured as if the functional currency were the U.S. Dollar.

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.

Derivative Financial Instruments Derivative financial instruments are recognized as either assets or liabilities at fair value.
The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated
and qualifies as an accounting hedge, as well as the type of hedging relationship identified. Cash flows for all derivative
financial instruments are typically classified in cash flows from operating activities. Derivative instruments are not used for
trading or speculative purposes.

Automotive We utilize options, swaps and forward contracts to manage foreign currency, commodity price and interest rate
risks. The change in the fair value of option, swap and forward contracts not designated as an accounting hedge is recorded in
Interest income and other non-operating income, net.

Certain foreign currency and commodity forward contracts have been designated and qualify as cash flow hedges. The risks
being hedged are foreign currency and commodity price risks related to forecasted transactions. The change in the fair value of
these forward contracts is recorded in Accumulated other comprehensive loss and will be recognized in Automotive net sales
and revenue or Automotive and other cost of sales when the hedged transaction impacts earnings. Forward contracts designated
as cash flow hedges are evaluated for effectiveness using regression analysis at inception and throughout the hedge period.

Certain receive-fixed, pay-float interest rate swap agreements have been designated and qualify as fair value hedges of our
fixed-rate debt. The risk being hedged is the risk of changes in the fair value of the hedged debt attributable to changes in the
benchmark interest rate. The changes in both the fair value of the hedged debt and the hedging instrument are recorded in
Automotive interest expense. When a fair value hedge is de-designated, or when the derivative is terminated prior to maturity,
the fair value adjustment to the hedged debt continues to be reported as part of the carrying value of the debt and is recognized
in Automotive interest expense over its remaining life.

Automotive Financing - GM Financial GM Financial utilizes interest rate derivative instruments to manage interest rate
risk and foreign currency derivative instruments to manage foreign currency risk. The change in fair value of the derivative
instruments not designated as an accounting hedge is recorded in GM Financial interest, operating and other expenses.

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Certain interest rate and foreign currency swap agreements have been designated as fair value hedges. The risk being hedged
is the risk of changes in the fair value of the hedged debt attributable to changes in the benchmark interest rate or the risk of
changes in fair value attributable to changes in foreign currency exchange rates. If the swap has been designated as a fair value
hedge, the changes in the fair value of the hedged item are recorded in GM Financial interest, operating and other expenses. The
change in fair value of the related hedge is also recorded in GM Financial interest, operating and other expenses.

Certain interest rate swap and foreign currency swap agreements have been designated as cash flow hedges. The risk being
hedged is the interest rate and foreign currency risk related to forecasted transactions. If the contract has been designated as a
cash flow hedge, the change in the fair value of the cash flow hedge is deferred in Accumulated other comprehensive loss and is
recognized in GM Financial interest, operating and other expenses along with the earnings effect of the hedged item when the
hedged item affects earnings. 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.

Note 3. Revenue
The following table disaggregates our revenue by major source for revenue generating segments:
Year Ended December 31, 2023
Total GM Eliminations/
GMNA GMI Corporate Automotive Cruise Financial Reclassifications Total
Vehicle, parts and accessories $136,983 $14,424 $ 113 $ 151,520 $ — $ — $ (10) $151,510
Used vehicles 954 37 — 991 — — — 991
Services and other 3,508 1,487 160 5,155 102 — (100) 5,157
Automotive net sales and revenue 141,445 15,949 273 157,667 102 — (110) 157,658
Leased vehicle income — — — — — 7,266 — 7,266
Finance charge income — — — — — 6,204 (18) 6,187
Other income — — — — — 754 (23) 732
GM Financial net sales and revenue — — — — — 14,225 (41) 14,184
Net sales and revenue $141,445 $15,949 $ 273 $ 157,667 $ 102 $ 14,225 $ (151) $171,842

Year Ended December 31, 2022

Total GM Eliminations/
GMNA GMI Corporate Automotive Cruise Financial Reclassifications Total
Vehicle, parts and accessories $124,657 $13,993 $ 42 $ 138,692 $ — $ — $ — $138,692
Used vehicles 483 33 — 516 — — — 516
Services and other 3,238 1,393 134 4,765 102 — (101) 4,766
Automotive net sales and revenue 128,378 15,420 177 143,974 102 — (101) 143,975
Leased vehicle income — — — — — 7,811 — 7,811
Finance charge income — — — — — 4,521 (2) 4,519
Other income — — — — — 435 (4) 431
GM Financial net sales and revenue — — — — — 12,766 (6) 12,760
Net sales and revenue $128,378 $15,420 $ 177 $ 143,974 $ 102 $ 12,766 $ (107) $156,735

Year Ended December 31, 2021

Total GM Eliminations/
GMNA GMI Corporate Automotive Cruise Financial Reclassifications Total
Vehicle, parts and accessories $ 97,515 $10,956 $ 14 $ 108,485 $ — $ — $ — $108,485
Used vehicles 545 49 — 594 — — — 594
Services and other 3,248 1,167 90 4,505 106 — (100) 4,511
Automotive net sales and revenue 101,308 12,172 104 113,584 106 — (100) 113,590
Leased vehicle income — — — — — 9,026 — 9,026
Finance charge income — — — — — 4,103 — 4,103
Other income — — — — — 290 (5) 285
GM Financial net sales and revenue — — — — — 13,419 (5) 13,414
Net sales and revenue $101,308 $12,172 $ 104 $ 113,584 $ 106 $ 13,419 $ (105) $127,004

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing
services. Adjustments to sales incentives for previously recognized sales were insignificant during the years ended December
31, 2023, 2022 and 2021.

Contract liabilities in our Automotive segments primarily consist of vehicle connectivity, customer rewards programs,
maintenance, extended warranty and other contracts of $5.0 billion and $3.3 billion at December 31, 2023 and 2022, which are
included in Accrued liabilities and Other liabilities. We recognized revenue of $1.4 billion and $1.3 billion related to contract
liabilities during the years ended December 31, 2023 and 2022. We expect to recognize revenue of $1.8 billion, $1.4 billion and
$1.9 billion in the years ending December 31, 2024, 2025 and thereafter related to contract liabilities at December 31, 2023.

Note 4. Marketable and Other Securities

The following table summarizes the fair value of cash equivalents and marketable debt securities, which approximates cost:
Fair Value
Level December 31, 2023 December 31, 2022
Cash and cash equivalents
Cash and time deposits $ 8,977 $ 8,921
Available-for-sale debt securities
U.S. government and agencies 2 211 1,012
Corporate debt 2 1,439 2,778
Sovereign debt 2 734 1,828
Total available-for-sale debt securities – cash equivalents 2,384 5,618
Money market funds 1 7,491 4,613
Total cash and cash equivalents $ 18,853 $ 19,153
Marketable debt securities
U.S. government and agencies 2 $ 3,495 $ 4,357
Corporate debt 2 3,274 5,147
Mortgage and asset-backed 2 589 538
Sovereign debt 2 255 2,108
Total available-for-sale debt securities – marketable securities $ 7,613 $ 12,150
Restricted cash
Cash and cash equivalents $ 277 $ 341
Money market funds 1 2,787 2,455
Total restricted cash $ 3,064 $ 2,796
Available-for-sale debt securities included above with contractual
maturities(a)
Due in one year or less $ 3,725
Due between one and five years 5,500
Total available-for-sale debt securities with contractual maturities $ 9,225
__________
(a) Excludes mortgage and asset-backed securities of $589 million at December 31, 2023 as these securities are not due at a single maturity
date.

Proceeds from the sale of available-for-sale debt securities sold prior to maturity were $2.1 billion, $1.8 billion and
$1.9 billion in the years ended December 31, 2023, 2022 and 2021. Available-for-sale debt securities had net unrealized gains
of $196 million in the year ended December 31, 2023 and net unrealized losses of $319 million and an insignificant amount in
years ended December 31, 2022 and 2021. Cumulative unrealized losses on available-for-sale debt securities were $160 million
and $344 million at December 31, 2023 and 2022.

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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:
December 31, 2023 December 31, 2022
Cash and cash equivalents $ 18,853 $ 19,153
Restricted cash included in Other current assets 2604075543.88 2,356
Restricted cash included in Other assets 459780224.95 440
Total $ 21,917 $ 21,948

Note 5. GM Financial Receivables and Transactions

December 31, 2023 December 31, 2022
Retail Commercial(a) Total Retail Commercial(a) Total
GM Financial receivables $ 72,729 $ 13,734 $ 86,463 $ 65,322 $ 10,988 $ 76,310
Less: allowance for loan losses (2,308) (36) (2,344) (2,062) (34) (2,096)
GM Financial receivables, net $ 70,421 $ 13,698 $ 84,119 $ 63,260 $ 10,954 $ 74,214
Fair value of GM Financial receivables utilizing
Level 2 inputs $ 13,698 $ 10,954
Fair value of GM Financial receivables utilizing
Level 3 inputs $ 70,911 $ 62,150
__________
(a) Commercial finance receivables include dealer financing of $13.3 billion and $10.6 billion, and other financing of $476 million and
$362 million at December 31, 2023 and 2022. Commercial finance receivables are presented net of dealer cash management balances of
$2.6 billion and $1.9 billion at December 31, 2023 and 2022. Under the cash management program, subject to certain conditions, a
dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.

Years Ended December 31,

2023 2022 2021
Allowance for loan losses at beginning of period $ 2,096 $ 1,886 $ 1,978
Provision for loan losses 826 654 248
Charge-offs (1,423) (1,138) (897)
Recoveries 768 686 574
Effect of foreign currency 76 9 (17)
Allowance for loan losses at end of period $ 2,344 $ 2,096 $ 1,886

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

Retail Finance Receivables GM Financial's retail finance receivable portfolio includes loans made to consumers and
businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated
summaries of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the
retail finance receivables portfolio at December 31, 2023 and 2022:

Year of Origination December 31, 2023

2023 2022 2021 2020 2019 Prior Total Percent
Prime – FICO score 680 and greater $23,940 $15,581 $ 9,039 $ 4,926 $ 1,076 $ 320 $54,882 75.5 %
Near-prime – FICO score 620 to 679 3,234 2,281 1,746 906 350 129 8,647 11.9 %
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 $30,253 $20,259 $12,670 $ 6,842 $ 2,000 $ 707 $72,729 100.0 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Year of Origination December 31, 2022

2022 2021 2020 2019 2018 Prior Total Percent
Prime – FICO score 680 and greater $22,677 $13,399 $ 7,991 $ 2,254 $ 1,019 $ 205 $47,543 72.8 %
Near-prime – FICO score 620 to 679 3,202 2,601 1,487 688 310 104 8,392 12.8 %
Sub-prime – FICO score less than 620 3,211 2,746 1,604 1,051 496 280 9,388 14.4 %
Retail finance receivables, net of fees $29,090 $18,745 $11,081 $ 3,992 $ 1,824 $ 589 $65,322 100.0 %

GM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity. A retail
account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment
was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, GM Financial
generally has the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The
accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of
$809 million and $685 million at December 31, 2023 and 2022. The following tables are consolidated summaries of the
delinquency status of the outstanding amortized cost of retail finance receivables for each vintage of the portfolio at December
31, 2023 and 2022:

Year of Origination December 31, 2023

2023 2022 2021 2020 2019 Prior Total Percent
0-to-30 days $ 29,816 $ 19,602 $ 12,098 $ 6,533 $ 1,825 $ 599 $ 70,472 96.9 %
31-to-60 days 318 470 415 227 130 78 1,637 2.3 %
Greater-than-60 days 102 168 142 76 42 29 559 0.8 %
Finance receivables more
than 30 days
delinquent 421 637 557 302 172 107 2,196 3.0 %
In repossession 17 20 14 6 3 1 61 0.1 %
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 $ 30,253 $ 20,259 $ 12,670 $ 6,842 $ 2,000 $ 707 $ 72,729 100.0 %

Year of Origination December 31, 2022

2022 2021 2020 2019 2018 Prior Total Percent
0-to-30 days $ 28,676 $ 18,128 $ 10,702 $ 3,743 $ 1,685 $ 493 $ 63,426 97.1 %
31-to-60 days 310 452 275 184 103 69 1,393 2.1 %
Greater-than-60 days 93 150 98 62 35 26 465 0.7 %
Finance receivables more
than 30 days
delinquent 403 603 373 246 138 95 1,857 2.8 %
In repossession 11 14 6 4 2 1 39 0.1 %
Finance receivables more
than 30 days
delinquent or in
repossession 414 617 380 249 140 96 1,896 2.9 %
Retail finance
receivables, net of fees $ 29,090 $ 18,745 $ 11,081 $ 3,992 $ 1,824 $ 589 $ 65,322 100.0 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Commercial Finance Receivables GM Financial's commercial finance receivables consist of dealer financing, primarily for
dealer inventory purchases, and other financing, which includes loans to commercial vehicle upfitters. For dealer financing,
proprietary models are used to assign a risk rating to each dealer. GM Financial performs periodic credit reviews of each
dealership and adjusts the dealership's risk rating, if necessary. The credit risk associated with other financing is limited due to
the structure of the business relationships.

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

Rating Description
Performing accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial
I commitments.
Performing accounts experiencing potential weakness in financial metrics and repayment prospects resulting in
II increased monitoring.
Non-Performing accounts with inadequate paying capacity for current obligations and have the distinct possibility
III of creating a loss if deficiencies are not corrected.
Non-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that
IV make collection of liquidation in full highly questionable or improbable.

Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of
lines of credit and liquidation of assets. The following tables summarize the dealer credit risk profile by dealer risk rating at
December 31, 2023 and 2022:

Year of Origination(a) December 31, 2023

Dealer Risk Rating Revolving 2023 2022 2021 2020 2019 Prior Total Percent
I $ 11,513 $ 279 $ 403 $ 297 $ 301 $ 75 $ 11 $12,879 97.1 %
II 182 — 2 2 — — — 187 1.4 %
III 152 1 15 12 — 11 — 192 1.4 %
IV — — — — — — — — — %
Balance at end of period $ 11,846 $ 281 $ 421 $ 311 $ 301 $ 86 $ 11 $13,257 100.0 %
__________
(a) Floorplan advances comprise 99.7% of the total revolving balance. Dealer term loans are presented by year of origination.

Year of Origination(a) December 31, 2022

Dealer Risk Rating Revolving 2022 2021 2020 2019 2018 Prior Total Percent
I $ 9,130 $ 438 $ 356 $ 360 $ 91 $ 38 $ 18 $10,431 98.2 %
II 89 — 1 — — — — 91 0.9 %
III 78 15 — — 10 — — 104 1.0 %
IV — — — — — — — — — %
Balance at end of period $ 9,297 $ 453 $ 357 $ 360 $ 102 $ 38 $ 18 $10,625 100.0 %
__________
(a) Floorplan advances comprise 99.0% of the total revolving balance. Dealer term loans are presented by year of origination.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Transactions with GM Financial The following tables show transactions between our Automotive segments and GM
Financial. These amounts are presented in GM Financial's consolidated balance sheets and statements of income.

December 31, 2023 December 31, 2022

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

Years Ended December 31,

2023 2022 2021
Consolidated Statements of Income
Interest subvention earned on finance receivables $ 1,234 $ 984 $ 820
Leased vehicle subvention earned $ 1,537 $ 1,916 $ 2,702
__________
(a) All balance sheet amounts are eliminated upon consolidation.
(b) Our Automotive segments made cash payments to GM Financial for subvention of $3.5 billion, $2.4 billion and $3.3 billion in the years
ended December 31, 2023, 2022 and 2021.

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

Note 6. Inventories

December 31, 2023 December 31, 2022

Total productive material, supplies and work in process $ 7,422 $ 8,014
Finished product, including service parts 9,039 7,353
Total inventories $ 16,461 $ 15,366

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

Note 7. Operating Leases

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. We exclude leases with a term of one year or less from our balance sheet, and do not
separate non-lease components from our real estate leases.

Rent expense under operating leases was $346 million, $317 million and $294 million in the years ended December 31, 2023,
2022 and 2021. Variable lease costs were insignificant in the years ended December 31, 2023, 2022 and 2021. At December 31,
2023 and 2022, operating lease right of use assets in Other assets were $979 million and $1.1 billion, operating lease liabilities
in Accrued liabilities were $264 million and $247 million and non-current operating lease liabilities in Other liabilities were
$907 million and $967 million. Operating lease right of use assets obtained in exchange for lease obligations were $225 million
and $252 million in the years ended December 31, 2023 and 2022. Our undiscounted future lease obligations related to
operating leases having initial terms in excess of one year are $294 million, $239 million, $199 million, $156 million, $135
million and $310 million for the years 2024, 2025, 2026, 2027, 2028 and thereafter, with imputed interest of $161 million as of
December 31, 2023. The weighted-average discount rate was 4.3% and 4.0% and the weighted-average remaining lease term
was 6.0 years and 6.7 years at December 31, 2023 and 2022. Payments for operating leases included in Net cash provided by

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(used in) operating activities were $359 million, $314 million and $301 million in the years ended December 31, 2023, 2022
and 2021. Lease agreements that have not yet commenced were $597 million at December 31, 2023.

Equipment on Operating Leases

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

December 31, 2023 December 31, 2022
Equipment on operating leases $ 37,921 $ 40,919
Less: accumulated depreciation (7,338) (8,218)
Equipment on operating leases, net $ 30,582 $ 32,701

At December 31, 2023, the estimated residual value of our leased assets at the end of the lease term was $22.7 billion.

Depreciation expense related to Equipment on operating leases, net was $4.9 billion, $4.8 billion and $6.1 billion in the years
ended December 31, 2023, 2022 and 2021.

The following table summarizes lease payments due to GM Financial on leases to retail customers:

Years Ending December 31,

2024 2025 2026 2027 2028 Thereafter Total
Lease receipts under operating leases $ 4,817 $ 3,117 $ 1,265 $ 132 $ 3 $ — $ 9,334

Note 8. Equity in Net Assets of Nonconsolidated Affiliates

Nonconsolidated affiliates are entities in which we maintain an equity ownership interest and for which we use the equity
method of accounting due to our ability to exert significant influence over decisions relating to their operating and financial
affairs. 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.
Years Ended December 31,
2023 2022 2021
Automotive China joint ventures equity income (loss) $ 446 $ 677 $ 1,098
Other joint ventures equity income (loss)(a) 327 159 203
Total Equity income (loss) $ 773 $ 837 $ 1,301
__________
(a) Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the
operations of our business by providing battery cells for our EVs. Equity earnings related to Ultium Cells Holdings LLC were
$293 million in the year ended December 31, 2023.

Investments in Nonconsolidated Affiliates

December 31, 2023 December 31, 2022
Automotive China joint ventures carrying amount $ 6,373 $ 6,714
Ultium Cells Holdings LLC carrying amount 2,268 1,463
Other investments carrying amount 1,972 1,998
Total equity in net assets of nonconsolidated affiliates $ 10,613 $ 10,176

The carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $4.2
billion and $4.3 billion at December 31, 2023 and 2022 primarily due to goodwill from the application of fresh-start reporting
and the purchase of additional interests in nonconsolidated affiliates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes our direct ownership interests in our China JVs:
December 31, 2023 December 31, 2022
Automotive China JVs
SAIC General Motors Corp., Ltd. (SGM) 50 % 50 %
Pan Asia Technical Automotive Center Co., Ltd. 50 % 50 %
SAIC General Motors Sales Co., Ltd. (SGMS) 49 % 49 %
SAIC GM Wuling Automobile Co., Ltd. (SGMW) 44 % 44 %
Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar) 40 % 40 %
SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom) 25 % 25 %
SAIC GM Dong Yue Motors Co., Ltd. (SGM DY) 25 % 25 %
SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT) 25 % 25 %
Other joint ventures
SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC) 35 % 35 %
SAIC-GMF Leasing Co., Ltd. 35 % 35 %

SGM is a joint venture we established with Shanghai Automotive Industry Corporation (SAIC) (50%). SGM has interests in
three other joint ventures in China: SGM Norsom, SGM DY and SGM DYPT. These three joint ventures are jointly held by
SGM (50%), SAIC (25%) and ourselves. These four joint ventures are engaged in the production, import and sale of a range of
products under the Buick, Chevrolet and Cadillac brands. SGM also has interests in Shanghai OnStar (20%), SAIC-GMAC
(20%) and SAIC-GMF Leasing Co., Ltd. (20%). Shanghai Automotive Group Finance Company Ltd., a subsidiary of SAIC,
owns 45% of SAIC-GMAC. SAIC Financial Holdings Company, a subsidiary of SAIC, owns 45% of SAIC-GMF Leasing Co.,
Ltd.

Summarized Financial Data of Nonconsolidated Affiliates

December 31, 2023 December 31, 2022
Automotive Automotive
China JVs Others Total China JVs Others Total
Summarized Balance Sheet Data
Current assets $ 15,963 $ 17,435 $ 33,398 $ 17,735 $ 17,405 $ 35,140
Non-current assets 11,585 11,535 23,120 12,428 10,826 23,254
Total assets $ 27,548 $ 28,970 $ 56,518 $ 30,163 $ 28,231 $ 58,394
Current liabilities $ 22,104 $ 15,308 $ 37,412 $ 23,267 $ 17,498 $ 40,765
Non-current liabilities 1,070 4,174 5,244 1,167 3,184 4,351
Total liabilities $ 23,174 $ 19,482 $ 42,656 $ 24,434 $ 20,682 $ 45,116
Noncontrolling interests $ 868 $ — $ 868 $ 904 $ — $ 904

Years Ended December 31,

2023 2022 2021
Summarized Operating Data
Automotive China JVs' net sales $ 31,435 $ 35,857 $ 42,776
Others' net sales 4,311 2,029 2,017
Total net sales $ 35,746 $ 37,886 $ 44,793
Automotive China JVs' net income $ 1,122 $ 1,407 $ 2,109
Others' net income 771 426 587
Total net income $ 1,893 $ 1,833 $ 2,696

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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. We enter into transactions with certain
nonconsolidated affiliates to purchase and sell component parts and vehicles. The following tables summarize transactions with
and balances related to our nonconsolidated affiliates:
Years Ended December 31,
2023 2022 2021
Automotive sales and revenue $ 209 $ 218 $ 227
Automotive purchases, net $ 2,766 $ 2,637 $ 1,551
Dividends received $ 1,018 $ 1,030 $ 783
Operating cash flows $ (941) $ (1,133) $ (616)

December 31, 2023 December 31, 2022

Accounts and notes receivable, net $ 589 $ 1,089
Accounts payable $ 806 $ 942
Undistributed earnings $ 1,719 $ 1,918

Note 9. Property

Estimated
Useful Lives in
Years December 31, 2023 December 31, 2022
Land $ 1,293 $ 1,307
Buildings and improvements 5-40 13,256 11,461
Machinery and equipment 3-27 37,074 33,413
Special tools 1-13 26,086 24,775
Construction in progress 8,135 7,340
Total property 85,845 78,295
Less: accumulated depreciation (35,524) (33,047)
Total property, net $ 50,321 $ 45,248

The amount of capitalized software included in Property, net was $2.2 billion and $1.8 billion at December 31, 2023 and
2022. 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.
Years Ended December 31,
2023 2022 2021
Depreciation and amortization expense $ 6,719 $ 6,297 $ 5,829
Impairment charges $ 115 $ 12 $ —
Capitalized software amortization expense(a) $ 705 $ 614 $ 515
__________
(a) Included in Depreciation and amortization expense.

Note 10. Goodwill and Intangible Assets

Goodwill of $1.9 billion consisted of $1.3 billion in GM Financial at December 31, 2023 and 2022, and $573 million and
$571 million in Cruise at December 31, 2023 and 2022. In the three months ended December 31, 2023, we performed a
goodwill impairment test for Cruise and determined that the goodwill was not impaired.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2023 December 31, 2022

Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
Technology and intellectual property $ 749 $ 517 $ 231 $ 767 $ 564 $ 203
Brands 4,293 1,768 2,526 4,294 1,658 2,636
Dealer network, customer relationships and other 968 784 184 960 765 195
Total intangible assets $ 6,010 $ 3,069 $ 2,941 $ 6,021 $ 2,987 $ 3,034

Our amortization expense related to intangible assets was $114 million, $139 million and $141 million in the years ended
December 31, 2023, 2022 and 2021.

Amortization expense related to intangible assets is estimated to be approximately $159 million in each of the next five years.

Note 11. Variable Interest Entities

Consolidated VIEs

Automotive Financing - GM Financial

GM Financial uses special purpose entities (SPEs) that are considered VIEs to issue variable funding notes to third party
bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The debt issued by
these VIEs is backed by finance receivables and leasing-related assets transferred to the VIEs (Securitized Assets). GM
Financial determined that it is the primary beneficiary of the SPEs because the servicing responsibilities for the Securitized
Assets give GM Financial the power to direct the activities that most significantly impact the performance of the VIEs and the
variable interests in the VIEs give GM Financial the obligation to absorb losses and the right to receive residual returns that
could potentially be significant. The assets of the VIEs serve as the sole source of repayment for the debt issued by these
entities. Investors in the notes issued by the VIEs do not have recourse to GM Financial or its other assets, with the exception of
customary representation and warranty repurchase provisions and indemnities that GM Financial provides as the servicer. GM
Financial is not required to provide additional financial support to these SPEs. While these subsidiaries are included in GM
Financial's consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are
not available to GM Financial's creditors or creditors of GM Financial's other subsidiaries.

The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs:
December 31, 2023 December 31, 2022
Restricted cash – current $ 2,398 $ 2,176
Restricted cash – non-current $ 367 $ 360
GM Financial receivables, net of fees – current $ 22,990 $ 19,896
GM Financial receivables, net of fees – non-current $ 23,535 $ 18,748
GM Financial equipment on operating leases, net $ 15,794 $ 18,456
GM Financial short-term debt and current portion of long-term debt $ 22,088 $ 21,643
GM Financial long-term debt $ 23,210 $ 20,545

GM Financial recognizes finance charge, leased vehicle and fee income on the Securitized Assets and interest expense on the
secured debt issued in a securitization transaction and records a provision for loan losses to recognize loan losses expected over
the remaining life of the finance receivables.

Nonconsolidated VIEs
Automotive
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. The carrying amounts of assets were approximately $2.4 billion and $1.6 billion and liabilities were insignificant
related to our nonconsolidated VIEs at December 31, 2023 and 2022. Our maximum exposure to loss as a result of our
involvement with these VIEs was $3.5 billion and $3.3 billion, inclusive of $0.8 billion and $1.4 billion in committed capital
contributions to Ultium Cells Holdings LLC at December 31, 2023 and 2022. Our maximum exposure to loss, and required
capital contributions, could vary depending on Ultium Cells Holdings LLC's requirements and access to capital. We currently
lack the power through voting or similar rights to direct the activities of these entities that most significantly affect their
economic performance.

Note 12. Accrued and Other Liabilities

December 31, 2023 December 31, 2022

Accrued liabilities
Dealer and customer allowances, claims and discounts $ 6,065 $ 4,813
Deferred revenue 2,802 2,489
Product warranty and related liabilities 3,285 3,042
Payrolls and employee benefits excluding postemployment benefits 3,099 3,298
Other 12,113 11,268
Total accrued liabilities $ 27,364 $ 24,910

Other liabilities
Deferred revenue $ 5,019 $ 3,552
Product warranty and related liabilities 6,011 5,488
Operating lease liabilities 907 967
Employee benefits excluding postemployment benefits 518 512
Postemployment benefits including facility idling reserves 151 507
Other 3,909 3,740
Total other liabilities $ 16,515 $ 14,767

Years Ended December 31,

2023 2022 2021
Product Warranty and Related Liabilities
Warranty balance at beginning of period $ 8,530 $ 9,774 $ 8,242
Warranties issued and assumed in period – recall campaigns 864 651 2,820
Warranties issued and assumed in period – product warranty 2,418 1,943 1,665
Payments (4,009) (4,097) (3,249)
Adjustments to pre-existing warranties 1,462 297 315
Effect of foreign currency and other 31 (37) (19)
Warranty balance at end of period 9,295 8,530 9,774
Less: Supplier recoveries balance at end of period(a) 646 1,184 2,039
Warranty balance, net of supplier recoveries at end of period $ 8,649 $ 7,345 $ 7,735

__________
(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,

2023 2022 2021
Product warranty expense, net of recoveries
Warranties issued and assumed in period $ 3,282 $ 2,593 $ 4,485
Supplier recoveries accrued in period 3 (261) (2,175)
Adjustments and other 1,493 260 296
Warranty expense, net of supplier recoveries $ 4,778 $ 2,592 $ 2,606

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.

Note 13. Debt

Automotive The following table presents debt in our automotive operations:

December 31, 2023 December 31, 2022
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt $ 134 $ 132 $ 124 $ 123
Unsecured debt(a) 15,842 15,911 17,340 16,323
Finance lease liabilities 437 447 381 381
Total automotive debt(b) $ 16,413 $ 16,490 $ 17,844 $ 16,828
Fair value utilizing Level 1 inputs $ 15,457 $ 15,971
Fair value utilizing Level 2 inputs $ 1,033 $ 857
Available under credit facility agreements(c) $ 16,446 $ 15,095
Weighted-average interest rate on outstanding short-term debt(d) 16.2 % 6.1 %
Weighted-average interest rate on outstanding long-term debt(d) 5.8 % 5.8 %
__________
(a) Primarily consist of senior notes.
(b) Includes net discount and debt issuance costs of $527 million and $525 million at December 31, 2023 and 2022.
(c) Excludes our 364-day, $2.0 billion facility designated for exclusive use by GM Financial.
(d) Includes 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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GM Financial The following table presents debt of GM Financial:
December 31, 2023 December 31, 2022
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt $ 45,243 $ 44,971 $ 42,131 $ 41,467
Unsecured debt 60,084 59,651 54,723 52,270
Total GM Financial debt $ 105,327 $ 104,622 $ 96,854 $ 93,738
Fair value utilizing Level 2 inputs $ 102,262 $ 91,545
Fair value utilizing Level 3 inputs $ 2,360 $ 2,192

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by
VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 11 for additional information
on GM Financial's involvement with VIEs. GM Financial is required to hold certain funds in restricted cash accounts to provide
additional collateral for borrowings under certain secured credit facilities. The weighted-average interest rate on secured debt
was 5.32% at December 31, 2023. The revolving credit facilities have maturity dates ranging from 2024 to 2029 and
securitization notes payable have maturity dates ranging from 2024 to 2036. 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.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. Senior notes outstanding at December 31,
2023 have maturity dates ranging from 2024 to 2034 and have a weighted-average interest rate of 3.82%. In the year ended
December 31, 2023, GM Financial issued $11.4 billion in aggregate principal amount of senior notes with an initial weighted-
average interest rate of 5.70% and maturity dates ranging from 2026 to 2034.

Unsecured credit facilities and other unsecured debt have original maturities of up to five years. The weighted-average
interest rate on these credit facilities and other unsecured debt was 7.82% at December 31, 2023.
Years Ended December 31,
2023 2022 2021
Automotive interest expense $ 911 $ 987 $ 950
Automotive Financing - GM Financial interest expense 4,685 2,881 2,546
Total interest expense $ 5,596 $ 3,868 $ 3,496

The following table summarizes contractual maturities including finance leases at December 31, 2023:
Automotive
Automotive Financing Total
2024 $ 428 $ 38,637 $ 39,065
2025 2,644 22,971 25,615
2026 93 15,049 15,142
2027 1,826 8,770 10,596
2028 831 7,164 7,995
Thereafter 11,082 13,999 25,081
$ 16,905 $ 106,590 $ 123,494

Compliance with Debt Covenants Several of our loan facilities, including our revolving credit facilities, require compliance
with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary
financial statements. Certain of GM Financial’s secured debt agreements also contain various covenants, including maintaining
portfolio performance ratios as well as limits on deferment levels. 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. 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, 2023.

Note 14. Derivative Financial Instruments

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

Fair Value
Level December 31, 2023 December 31, 2022
Fair Value Fair Value of Fair Value Fair Value of
Notional of Assets Liabilities Notional of Assets Liabilities
Derivatives designated as hedges(a)
Fair value hedges
Interest rate swaps 2 $ 18,379 $ 75 $ 238 $ 19,950 $ — $ 821
Cash flow hedges
Interest rate swaps 2 2,381 17 16 1,434 34 1
Foreign currency swaps(b) 2 8,003 144 311 6,852 — 586
Derivatives not designated as hedges(a)
Interest rate contracts 2 134,683 1,573 1,997 113,975 2,268 1,984
Total derivative financial instruments(c) $ 163,446 $ 1,809 $ 2,563 $ 142,212 $ 2,302 $ 3,392
__________
(a) The gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December
31, 2023, 2022 and 2021 were insignificant, unless otherwise noted. 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.
(b) The effect of foreign currency cash flow hedges in the consolidated statements of comprehensive income include gains of $139 million,
losses of $529 million and losses of $352 million recognized in Accumulated other comprehensive loss and gains of $92 million, losses
of $578 million and losses of $409 million reclassified from Accumulated other comprehensive loss into income for the years ended
December 31, 2023, 2022 and 2021.
(c) GM Financial held $457 million and $553 million of collateral from counterparties available for netting against GM Financial's asset
positions, and posted $1.2 billion and $1.5 billion of collateral to counterparties available for netting against GM Financial's liability
positions at December 31, 2023 and 2022.

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

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, 2023 December 31, 2022
Carrying Amount of Cumulative Amount of Fair Carrying Amount of Cumulative Amount of Fair
Hedged Items Value Hedging Adjustments(a) Hedged Items Value Hedging Adjustments(a)

Short-term unsecured debt $ 3,508 $ (8) $ 3,048 $ 2

Long-term unsecured debt 30,043 1,037 25,271 779
GM Financial unsecured debt $ 33,551 $ 1,029 $ 28,319 $ 781
__________
(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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Note 15. Pensions and Other Postretirement Benefits
Employee Pension and Other Postretirement Benefit Plans

Defined Benefit Pension Plans Defined benefit pension plans covering eligible U.S. hourly employees (hired prior to
October 2007) and Canadian hourly employees (hired prior to October 2016) generally provide benefits of negotiated, stated
amounts for each year of service and supplemental benefits for employees who retire with 30 years of service before normal
retirement age. The benefits provided by the defined benefit pension plans covering eligible U.S. (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. Accrual of defined pension benefits ceased in 2012 for U.S. and Canadian salaried
employees. There is also an unfunded nonqualified pension plan primarily covering U.S. executives for service prior to January
1, 2007 and it is based on an “excess plan” for service after that date.

The funding policy for qualified defined benefit pension plans is to contribute annually not less than the minimum required
by applicable laws and regulations or to directly pay benefit payments where appropriate. In the year ended December 31, 2023,
all legal funding requirements were met. The following table summarizes contributions made to the defined benefit pension
plans:
Years Ended December 31,
2023 2022 2021
U.S. hourly and salaried $ 357 $ 71 $ 67
Non-U.S. 395 332 371
Total $ 753 $ 403 $ 438

We expect to make insignificant contributions to our U.S. pension plans and up to $700 million in contributions to our non-
U.S. pension plans in 2024.

Other Postretirement Benefit Plans Certain hourly and salaried defined benefit plans provide postretirement medical,
dental, legal service and life insurance to eligible U.S. and Canadian retirees and their eligible dependents. Certain other non-
U.S. subsidiaries have postretirement benefit plans, although most non-U.S. employees are covered by government sponsored
or administered programs. We made contributions to the U.S. OPEB plans of $295 million, $335 million and $351 million in
the years ended December 31, 2023, 2022 and 2021. Plan participants' contributions were insignificant in the years ended
December 31, 2023, 2022 and 2021.

Defined Contribution Plans We have defined contribution plans for eligible U.S. salaried and hourly employees that provide
discretionary matching contributions. Contributions are also made to certain non-U.S. defined contribution plans. We made
contributions to our defined contribution plans of $742 million, $724 million and $606 million in the years ended December 31,
2023, 2022 and 2021.

Significant Plan Amendments, Benefit Modifications and Related Events

Other Remeasurements As part of our collective bargaining agreement with the UAW in 2023 we amended the U.S. Hourly
Pension Plan to increase the monthly basic benefit by $5.00 a month for active plan members and to provide an annual
contribution of $500 to eligible retirees and surviving spouses for the duration of the contract. These changes increased our
pension obligation by $791 million.

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Pension and OPEB Obligations and Plan Assets
Year Ended December 31, 2023 Year Ended December 31, 2022
Pension Benefits Global Pension Benefits Global
OPEB OPEB
U.S. Non-U.S. Plans U.S. Non-U.S. Plans
Change in benefit obligations
Beginning benefit obligation $ 44,817 $ 12,582 $ 4,543 $ 60,208 $ 18,314 $ 6,124
Service cost 103 161 9 161 146 16
Interest cost 2,273 551 236 1,292 293 148
Amendments 795 17 — — — —
Actuarial (gains) losses 1,185 453 204 (12,010) (3,797) (1,289)
Benefits paid (4,186) (1,001) (371) (4,239) (955) (410)
Foreign currency translation adjustments — 453 32 — (1,361) (69)
Curtailments, settlements and other (506) (76) 48 (595) (58) 23
Ending benefit obligation 44,481 13,140 4,701 44,817 12,582 4,543
Change in plan assets
Beginning fair value of plan assets 44,901 9,530 — 59,921 13,521 —
Actual return on plan assets 1,829 640 — (10,258) (2,257) —
Employer contributions 357 395 348 71 332 387
Benefits paid (4,186) (1,001) (371) (4,239) (955) (410)
Foreign currency translation adjustments — 354 — — (1,024) —
Settlements and other (614) (99) 23 (594) (87) 23
Ending fair value of plan assets 42,287 9,819 — 44,901 9,530 —
Ending funded status $ (2,194) $ (3,321) $ (4,701) $ 84 $ (3,052) $ (4,543)

Amounts recorded in the consolidated balance sheets

Non-current assets $ — $ 1,557 $ — $ 1,557 $ 1,552 $ —
Current liabilities (62) (330) (356) (62) (316) (350)
Non-current liabilities (2,132) (4,548) (4,345) (1,411) (4,288) (4,193)
Net amount recorded $ (2,194) $ (3,321) $ (4,701) $ 84 $ (3,052) $ (4,543)
Amounts recorded in Accumulated other
comprehensive loss
Net actuarial loss $ (3,372) $ (2,560) $ (332) $ (1,186) $ (2,157) $ (86)
Net prior service (cost) credit (793) (74) 8 5 (56) 10
Total recorded in Accumulated other comprehensive loss $ (4,165) $ (2,634) $ (324) $ (1,181) $ (2,213) $ (76)

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.

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The following table summarizes the total accumulated benefit obligations (ABO), the ABO and fair value of plan assets for
defined benefit pension plans with ABO in excess of plan assets, and the projected benefit obligation (PBO) and fair value of
plan assets for defined benefit pension plans with PBO in excess of plan assets:
December 31, 2023 December 31, 2022
U.S. Non-U.S. U.S. Non-U.S.
ABO $ 44,464 $ 13,050 $ 44,798 $ 12,505
Plans with ABO in excess of plan assets
ABO $ 44,464 $ 4,863 $ 5,668 $ 4,739
Fair value of plan assets $ 42,287 $ 74 $ 4,214 $ 211
Plans with PBO in excess of plan assets
PBO $ 44,481 $ 4,953 $ 5,687 $ 4,815
Fair value of plan assets $ 42,287 $ 74 $ 4,214 $ 211

The following table summarizes the components of net periodic pension and OPEB expense along with the assumptions used
to determine benefit obligations:

Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021
Pension Benefits Global Pension Benefits Global Pension Benefits Global
OPEB OPEB OPEB
U.S. Non-U.S. Plans U.S. Non-U.S. Plans U.S. Non-U.S. Plans
Components of expense
Service cost $ 173 $ 173 $ 9 $ 233 $ 157 $ 16 $ 260 $ 121 $ 18
Interest cost 2,273 551 236 1,292 293 148 1,074 236 123
Expected return on plan assets (2,922) (573) — (3,000) (534) — (3,178) (610) —
Amortization of net actuarial (gains) losses — 32 (23) 18 133 67 26 212 97
Curtailments, settlements and other 126 33 2 (17) 10 (5) 15 7 (6)
Net periodic pension and OPEB (income)
expense $ (350) $ 216 $ 224 $(1,474) $ 59 $ 226 $(1,803) $ (34) $ 232
Weighted-average assumptions used to
determine benefit obligations(a)
Discount rate 5.12 % 4.41 % 5.13 % 5.47 % 4.85 % 5.51 % 2.78 % 2.13 % 2.97 %
Weighted-average assumptions used to
determine net expense(a)
Discount rate 5.37 % 5.33 % 5.48 % 2.34 % 2.98 % 2.84 % 1.86 % 2.38 % 2.24 %
Expected rate of return on plan assets 6.30 % 5.65 % N/A 5.38 % 4.39 % N/A 5.63 % 4.67 % N/A
__________
(a) The rate of compensation increase and the cash balance interest crediting rates do not have a significant effect on our U.S. pension and
OPEB plans.

The non-service cost components of the net periodic pension and OPEB income are presented in Interest income and other
non-operating income, net. Refer to Note 19 for additional information.

U.S. pension plan service cost, which includes administrative expenses and Pension Benefit Guarantee Corporation
premiums, were insignificant for the years ended December 31, 2023, 2022 and 2021. Weighted-average assumptions used to
determine net expense are determined at the beginning of the period and updated for remeasurements. Non-U.S. pension plan
administrative expenses included in service cost were insignificant in the years ended December 31, 2023, 2022 and 2021.

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Assumptions

Investment Strategies and Long-Term Rate of Return Detailed periodic studies are conducted by our internal asset
management group as well as outside actuaries and are used to determine the long-term strategic mix among asset classes, risk
mitigation strategies and the expected long-term ROA assumptions for the U.S. pension plans. The U.S. study includes a review
of alternative asset allocation and risk mitigation strategies, anticipated future long-term performance and risk of the individual
asset classes that comprise the plans' asset mix. Similar studies are performed for the significant non-U.S. pension plans with
the assistance of outside actuaries and asset managers. While the studies incorporate data from recent plan performance and
historical returns, the expected rate of return on plan assets represents our estimate of long-term prospective rates of return.

We continue to pursue various options to fund and to manage risk in our pension plans, including continued changes to the
pension asset portfolio mix to manage funded status volatility. The strategic asset mix and risk mitigation strategies for the
plans are tailored specifically for each plan. Individual plans have distinct liabilities, liquidity needs and regulatory
requirements. Consequently, there are different investment policies set by individual plan fiduciaries. Although investment
policies and risk mitigation strategies may differ among plans, each investment strategy is considered to be appropriate in the
context of the specific factors affecting each plan.

In setting new strategic asset mixes, consideration is given to the likelihood that the selected asset mixes will effectively fund
the projected pension plan liabilities, while aligning with the risk tolerance of the plans' fiduciaries. The strategic asset mixes
for U.S. defined benefit pension plans are increasingly designed to satisfy the competing objectives of improving funded
positions (market value of assets equal to or greater than the present value of the liabilities) and mitigating the possibility of a
deterioration in funded status.

Derivatives may be used to provide cost effective solutions for rebalancing investment portfolios, increasing or decreasing
exposure to various asset classes and for mitigating risks, primarily interest rate, equity and currency risks. Equity and fixed
income managers are permitted to utilize derivatives as efficient substitutes for traditional securities. Interest rate derivatives
may be used to adjust portfolio duration to align with a plan's targeted investment policy and equity derivatives may be used to
protect equity positions from downside market losses. Alternative investment managers are permitted to employ leverage,
including through the use of derivatives, which may alter economic exposure.

In December 2023, an investment policy study was completed for the U.S. pension plans. As a result, the weighted-average
long-term rate of ROA remains unchanged at 6.3% at December 31, 2023 and 2022. The expected long-term rate of return on
plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. plans.

Target Allocation Percentages The following table summarizes the target allocations by asset category for U.S. and non-
U.S. defined benefit pension plans:
December 31, 2023 December 31, 2022
U.S. Non-U.S. U.S. Non-U.S.
Equity 11 % 10 % 8 % 10 %
Debt 60 % 75 % 69 % 75 %
Other(a) 29 % 15 % 23 % 15 %
Total 100 % 100 % 100 % 100 %
__________
(a) Primarily includes private equity, real estate and absolute return strategies, which mainly consist of hedge funds.

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Assets and Fair Value Measurements The following tables summarize the fair value of U.S. and non-U.S. defined
benefit pension plan assets by asset class:
December 31, 2023 December 31, 2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
U.S. Pension Plan Assets
Common and preferred stocks $ 850 $ — $ — $ 850 $ 1,222 $ — $ 3 $ 1,225
Government and agency debt securities(a) — 9,822 — 9,822 — 9,606 — 9,606
Corporate and other debt securities — 20,957 3 20,960 — 21,816 — 21,816
Other investments, net(b) 545 (269) 328 604 125 60 254 439
Net plan assets subject to leveling $ 1,395 $30,510 $ 331 32,236 $ 1,347 $31,482 $ 257 33,086
Plan assets measured at net asset value
Investment funds 5,322 5,124
Private equity and debt investments 2,864 3,936
Real estate investments 2,976 3,491
Total plan assets measured at net asset value 11,162 12,551
Other plan assets (liabilities), net(c) (1,111) (736)
Net plan assets $42,287 $44,901

December 31, 2023 December 31, 2022

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Non-U.S. Pension Plan Assets
Common and preferred stocks $ 160 $ — $ — $ 160 $ 143 $ — $ — $ 143
Government and agency debt securities(a) — 2,310 — 2,310 — 2,185 — 2,185
Corporate and other debt securities — 2,738 7 2,745 — 2,570 1 2,571
Other investments, net(b)(d) (4) (55) 43 (16) 24 (70) 84 38
Net plan assets subject to leveling $ 156 $ 4,993 $ 50 5,199 $ 167 $ 4,685 $ 85 4,937
Plan assets measured at net asset value
Investment funds 3,265 3,124
Private equity and debt investments 431 483
Real estate investments 781 878
Total plan assets measured at net asset value 4,477 4,485
Other plan assets (liabilities), net(c) 143 108
Net plan assets $ 9,819 $ 9,530
__________
(a) Includes U.S. and sovereign government and agency issues.
(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.

The activity attributable to U.S. and non-U.S. Level 3 defined benefit pension plan investments was insignificant in the years
ended December 31, 2023 and 2022.

Investment Fund Strategies Investment funds include hedge funds, funds of hedge funds, equity funds and fixed income
funds. Hedge funds and funds of hedge funds managers typically seek to achieve their objectives by allocating capital across a
broad array of funds and/or investment managers. Equity funds invest in U.S. common and preferred stocks as well as similar
equity securities issued by companies incorporated, listed or domiciled in developed and/or emerging market countries. Fixed
income funds include investments in high quality funds and, to a lesser extent, high yield funds. High quality fixed income

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funds invest in government securities, investment-grade corporate bonds and mortgage and asset-backed securities. High yield
fixed income funds invest in high yield fixed income securities issued by corporations, which are rated below investment grade.
Other investment funds also included in this category primarily represent multi-strategy funds that invest in broadly diversified
portfolios of equity, fixed income and derivative instruments.

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

Real estate investments include funds that invest in entities that are primarily engaged in the ownership, acquisition,
development, financing, sale and/or management of income-producing real estate properties, both commercial and residential.
These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds.

Significant Concentrations of Risk The assets of the pension plans include certain investment funds, private equity and debt
investments and real estate investments. Investment managers may be unable to quickly sell or redeem some or all of these
investments at an amount close or equal to fair value in order to meet a plan's liquidity requirements or to respond to specific
events such as deterioration in the creditworthiness of any particular issuer or counterparty.

Illiquid investments held by the plans are generally long-term investments that complement the long-term nature of pension
obligations and are not used to fund benefit payments when currently due. Plan management monitors liquidity risk on an
ongoing basis and has procedures in place that are designed to maintain flexibility in addressing plan-specific, broader industry
and market liquidity events.

The pension plans may invest in financial instruments denominated in foreign currencies and may be exposed to risks that the
foreign currency exchange rates might change in a manner that has an adverse effect on the value of the foreign currency
denominated assets or liabilities. Forward currency contracts may be used to manage and mitigate foreign currency risk.

The pension plans may invest in debt securities for which any change in the relevant interest rates for particular securities
might result in an investment manager being unable to secure similar returns upon the maturity or the sale of securities. In
addition, changes to prevailing interest rates or changes in expectations of future interest rates might result in an increase or
decrease in the fair value of the securities held. Interest rate swaps and other financial derivative instruments may be used to
manage interest rate risk.

Benefit Payments Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather
than our Cash and cash equivalents. The following table summarizes net benefit payments expected to be paid in the future,
which include assumptions related to estimated future employee service:
Pension Benefits
Global OPEB
U.S. Plans Non-U.S. Plans Plans
2024 $ 4,405 $ 1,071 $ 365
2025 $ 4,213 $ 955 $ 361
2026 $ 4,110 $ 929 $ 357
2027 $ 3,995 $ 909 $ 353
2028 $ 3,846 $ 892 $ 350
2029–2033 $ 16,966 $ 4,225 $ 1,699

Note 16. Commitments and Contingencies

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time
to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. We identify below the
material individual proceedings and investigations where we believe a material loss is reasonably possible or probable. 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.

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Some matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or
sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that cannot be reasonably
estimated. Accordingly, while we believe that appropriate accruals have been established for losses that are probable and can be
reasonably estimated, it is possible that adverse outcomes from such proceedings could exceed the amounts accrued by an
amount that could be material to our results of operations or cash flows in any particular reporting period.

GM Korea Subcontract Workers Litigation GM Korea Company (GM Korea) is party to litigation with current and former
subcontract workers over allegations that they are entitled to the same wages and benefits provided to full-time employees, and
to be hired as full-time employees. In May 2018 and September 2020, the Korean labor authorities issued adverse
administrative orders finding that GM Korea must hire certain current subcontract workers as full-time employees. GM Korea
appealed the May 2018 and September 2020 orders. 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.

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; employment-related matters; product and workplace
safety, vehicle emissions and fuel economy regulations; product warranties; financial services; dealer, supplier and other
contractual relationships; competition issues; tax-related matters not subject to the provision of Accounting Standards
Codification 740, "Income Taxes" (indirect tax-related matters); product design, manufacture and performance; consumer
protection laws; and environmental protection laws, including laws regulating air emissions, water discharges, waste
management and environmental remediation from stationary sources. We also from time to time receive subpoenas and other
inquiries or requests for information from agencies or other representatives of U.S. federal, state and foreign governments on a
variety of issues.

There are several putative class actions pending against GM in the U.S. and Canada alleging that various vehicles sold,
including model year 2011–2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and
foreign emission standards. In July 2023, the putative class actions pending in the U.S. were dismissed with prejudice and
judgment entered in favor of GM, and plaintiffs appealed the dismissal. We are currently unable to estimate any reasonably
possible material loss or range of loss that may result from these actions. GM has also faced a series of additional lawsuits in
the U.S. based on these allegations, including a shareholder demand lawsuit that remains pending.

There are several putative class actions and two certified class actions pending against GM in the U.S. alleging that various
2011–2014 model year vehicles are defective because they excessively consume oil. While many of these proceedings have
been dismissed or have been settled for insignificant amounts, several remain outstanding, and in October 2022, we received an
adverse jury verdict in a certified class action proceeding involving three states. We do not believe that the verdict is supported
by the evidence and 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.

There is one putative class action and one certified class action pending against GM in the U.S. alleging that various 2015–
2022 model year vehicles are defective because they are equipped with faulty 8-speed transmissions. In March 2023, the judge
overseeing the class action concerning 2015–2019 model year vehicles certified 26 state subclasses. The Sixth Circuit has
agreed to hear our appeal of this class certification order. The putative class action concerning 2020–2022 model year vehicles
is pending in front of a different judge that has not yet addressed class certification. We have similar cases pending in Canada
concerning these vehicles. In the year ended December 31, 2023, we accrued an insignificant amount in connection with these
matters. We are currently unable to estimate any reasonably possible or probable material loss or range of loss that may result
from these proceedings in excess of amounts accrued.

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

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failure. In March 2023, the U.S. court certified seven state subclasses. In the year ended December 31, 2023, we accrued an
insignificant amount in connection with these matters. We are currently unable to estimate any reasonably possible or probable
material loss or range of loss that may result from these proceedings in excess of amounts accrued.

Beyond the class action litigations disclosed, we have several other class action litigations pending at any given time.
Historically, relatively few classes have been certified in these types of cases. 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. Certain administrative proceedings are indirect tax-related and may
require that we deposit funds in escrow or provide an alternative form of security. For indirect tax-related matters, we estimate
our reasonably possible loss in excess of amounts accrued to be up to approximately $1.9 billion at December 31, 2023.

Takata Matters In November 2020, NHTSA directed that we replace the Takata Corporation (Takata) airbag inflators in our
GMT900 vehicles, which are full-size pickup trucks and SUVs, and we decided not to contest NHTSA's decision. While we
have already begun the process of executing the recall, given the number of vehicles in this population, the recall will take
several years to be completed. Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of
$1.1 billion for the expected costs of complying with the recall remedy. In the year ended December 31, 2023, we reduced our
accrual by an insignificant amount based on the actual costs incurred to-date. At December 31, 2023, our remaining accrual for
these matters was $609 million, and we believe the currently accrued amount remains reasonable.

GM has recalled certain vehicles sold outside of the U.S. to replace Takata inflators in those vehicles. There are significant
differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We
continue to gather and analyze evidence about these inflators and to share our findings with regulators. 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. In March 2023, a U.S. court overseeing one of the
putative class actions issued a final judgment in favor of GM on all claims in eight states at issue in that proceeding. Plaintiffs
have appealed this decision. In August 2023, the U.S. court granted class certification as to a Louisiana claim, but denied
certification as to seven other states. At this stage of these proceedings, we are unable to provide an estimate of the amounts or
range of reasonably possible material loss.

ARC Matters In May 2023, we initiated a voluntary recall covering nearly one million 2014–2017 model year Buick Enclave,
Chevrolet Traverse and GMC Acadia SUVs equipped with driver front airbag inflators manufactured by ARC Automotive, Inc.
(ARC), and accrued an insignificant amount for the expected costs of the recall. As part of its ongoing investigation into ARC
airbag inflators, on September 5, 2023, NHTSA issued an initial decision that approximately 52 million frontal driver and
passenger airbag inflators manufactured by ARC and Delphi Automotive Systems LLC over a roughly 20-year period contain a
safety-related defect and must be recalled. NHTSA’s initial decision is based on the occurrence of seven field ruptures
involving ARC-manufactured frontal airbag inflators. We are continuing to investigate the cause of the ruptures in GM vehicles
in connection with our existing recalls. The administrative record for NHTSA’s investigation closed on December 18, 2023,
and we are waiting for NHTSA to issue its final decision. As indicated in GM's filed comment in the record, we do not believe
that further GM vehicle recalls are necessary or appropriate at this time. However, depending on the outcome of the dispute
between NHTSA and ARC, and the possibility of additional recalls, the cost of which may not be fully recoverable, it is
reasonably possible that the costs associated with these matters in excess of amounts accrued could be material, but we are
unable to provide an estimate of the amounts or range of reasonably possible material loss at this time.

There are several putative class actions that have been filed against GM, including in the U.S., Canada and Israel, arising out
of allegations that airbag inflators manufactured by ARC are defective. At this stage of these proceedings, we are unable to
provide an estimate of the amounts or range of reasonably possible material loss.

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Chevrolet Bolt Recall In July 2021, we initiated a voluntary recall for certain 2017–2019 model year Chevrolet Bolt EVs due
to the risk that two manufacturing defects present in the same battery cell could cause a high voltage battery fire in certain of
these vehicles. After further investigation into the manufacturing processes at our battery supplier, LG Energy Solution
(LGES), and disassembling battery packs, we determined that the risk of battery cell defects was not confined to the initial
recall population. As a result, in August 2021, we expanded the recall to include all 2017–2022 model year Chevrolet Bolt EV
and Chevrolet Bolt Electric Utility Vehicles (EUVs). LG Electronics, Inc. (LGE) and LGES (collectively, LG), have agreed to
reimburse GM for certain costs and expenses associated with the recall. The commercial negotiations with LG also resolved
other commercial matters associated with our Ultium Cells Holdings LLC joint venture with LGES. Accordingly, through
December 31, 2023, we have accrued a total of $2.6 billion and recognized receivables totaling $1.6 billion in connection with
these matters. At December 31, 2023, our remaining accrual for these matters was $0.6 billion. These charges reflect our
current best estimate for the cost of the recall remedy, which includes non-traditional recall remedies provided by GM to
enhance customer satisfaction. The actual costs of the recall could be materially higher or lower.

In addition, putative class actions have been filed against GM in the U.S. and Canada alleging that the batteries contained in
the Bolt EVs and EUVs included in the recall population are defective. GM has reached an agreement in principle to settle the
U.S. class actions for an immaterial amount.

Opel/Vauxhall Sale In 2017, we sold the Opel/Vauxhall Business to PSA Group (now Stellantis) under a Master Agreement
(the Agreement). We also sold the European financing subsidiaries and branches to Banque PSA Finance S.A. and BNP Paribas
Personal Finance S.A. Although the sale reduced our new vehicle presence in Europe, we may still be impacted by actions
taken by regulators related to vehicles sold before the sale. General Motors Holdings LLC agreed, on behalf of our wholly
owned subsidiary (the Seller), to indemnify Stellantis for certain losses resulting from any inaccuracy of the representations and
warranties or breaches of our covenants included in the Agreement and for certain other liabilities, including costs related to
certain emissions claims, product liabilities and recalls. We are unable to estimate any reasonably possible material loss or
range of loss that may result from these actions either directly or through an indemnification claim from Stellantis. Certain of
these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

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

Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by
certain joint ventures. These guarantees terminate in years ranging from 2024 to 2028, or upon the occurrence of specific events
or are ongoing. We believe that the related potential costs incurred are adequately covered by our recorded accruals, which are
insignificant. The maximum future undiscounted payments mainly based on royalties received associated with vehicles sold to
date were $3.5 billion and $3.1 billion for these guarantees at December 31, 2023 and 2022, the majority of which relates to the
indemnification agreements.

We provide payment guarantees on commercial loans outstanding with third parties such as dealers. In some instances,
certain assets of the party or our payables to the party whose debt or performance we have guaranteed may offset, to some
degree, the amount of any potential future payments. We are also exposed to residual value guarantees associated with certain
sales to rental car companies.

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We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not
possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these
obligations. Insignificant amounts have been recorded for such obligations as the majority of them are not probable or estimable
at this time and the fair value of the guarantees at issuance was insignificant. Refer to the Opel/Vauxhall Sale section of this
note for additional information on our indemnification obligations to Stellantis under the Agreement.

Credit Cards Credit card programs offer rebates that can be applied primarily against the purchase or lease of our vehicles. At
December 31, 2023 and 2022, our redemption liability was insignificant, our deferred revenue was $384 million and $353
million, and qualified cardholders had rebates available, net of deferred program revenue, of $1.2 billion and $1.1 billion. Our
redemption liability and deferred revenue are recorded in Accrued liabilities and Other liabilities.

Supplier Finance Programs Third-party finance providers offer certain suppliers the option for payment in advance of their
invoice due date through financing programs that we established. We retain our obligation to the participating suppliers, and we
make payments directly to the third-party finance providers on the original invoice due date pursuant to the original invoice
terms. There are no assets pledged as security or other forms of guarantees provided for committed payments. Our outstanding
eligible balances under our supplier finance programs were $1.3 billion and $852 million at December 31, 2023 and 2022,
which are recorded in Accounts payable (principally trade).

Note 17. Income Taxes

Years Ended December 31,
2023 2022 2021
U.S. income (loss) $ 6,388 $ 9,454 $ 9,513
Non-U.S. income (loss) 3,535 1,306 1,902
Income (loss) before income taxes and equity income (loss) $ 9,924 $ 10,760 $ 11,415

Years Ended December 31,

2023 2022 2021
Current income tax expense (benefit)
U.S. federal $ 240 $ 389 $ 20
U.S. state and local 490 368 142
Non-U.S. 874 707 395
Total current income tax expense (benefit) 1,605 1,464 557
Deferred income tax expense (benefit)
U.S. federal (120) 263 1,699
U.S. state and local (43) 109 229
Non-U.S. (878) 53 286
Total deferred income tax expense (benefit) (1,041) 425 2,214
Total income tax expense (benefit) $ 563 $ 1,888 $ 2,771

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

Provisions are made for estimated U.S. and non-U.S. income taxes which may be incurred on the reversal of our basis
differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested. Taxes
have not been provided on basis differences in investments primarily as a result of earnings in foreign subsidiaries which are
deemed indefinitely reinvested of $4.3 billion and $3.5 billion at December 31, 2023 and 2022. 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. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested basis
differences is not practicable.

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Years Ended December 31,

2023 2022 2021
Income tax expense at U.S. federal statutory income tax rate $ 2,084 $ 2,260 $ 2,397
State and local tax expense (benefit) 348 388 301
Non-U.S. income taxed at other than the U.S. federal statutory tax rate 203 32 36
U.S. tax impact on Non-U.S. income and activities (62) 5 129
Change in valuation allowances (1,061) (392) 665
Change in tax laws 25 78 (93)
General business credits and manufacturing incentives (966) (829) (492)
Settlements of prior year tax matters 23 — 11
Realization of basis differences in affiliates — 209 (295)
Foreign currency remeasurement (62) 36 28
Other adjustments 31 102 84
Total income tax expense (benefit) $ 563 $ 1,888 $ 2,771

Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities at December 31, 2023 and 2022 reflect
the effect of temporary differences between amounts of assets, liabilities and equity for financial reporting purposes and the
bases of such assets, liabilities and equity as measured based on tax laws, as well as tax loss and tax credit carryforwards. The
following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and
liabilities:
December 31, 2023 December 31, 2022
Deferred tax assets
Postretirement benefits other than pensions $ 1,119 $ 1,120
Pension and other employee benefit plans 1,522 997
Warranties, dealer and customer allowances, claims and discounts 3,684 4,341
U.S. capitalized research expenditures 9,879 8,851
U.S. operating loss and tax credit carryforwards(a) 6,033 5,861
Non-U.S. operating loss and tax credit carryforwards(b) 6,204 6,296
Miscellaneous 5,121 2,773
Total deferred tax assets before valuation allowances 33,562 30,240
Less: valuation allowances (6,979) (7,744)
Total deferred tax assets 26,583 22,495
Deferred tax liabilities
Property, plant and equipment 4,233 1,957
Intangible assets 699 707
Total deferred tax liabilities 4,932 2,664
Net deferred tax assets $ 21,651 $ 19,832
__________
(a) At December 31, 2023, U.S. operating loss deferred tax assets were $404 million, where $129 million can be carried forward indefinitely
and $275 million will expire by 2041, if not utilized. At December 31, 2023, U.S. tax credit carryforwards were $5.6 billion, where
$405 million can be carried forward indefinitely and $5.2 billion will expire by 2043, if not utilized.
(b) At December 31, 2023, Non-U.S. operating loss deferred tax assets were $6.1 billion, where $5.2 billion can be carried forward
indefinitely and $876 million will expire by 2039 if not utilized. At December 31, 2023, Non-U.S. tax credit carryforwards were
$135 million, where $109 million can be carried forward indefinitely and $26 million will expire by 2042, if not utilized.

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

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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.
and Brazil.

Uncertain Tax Positions The following table summarizes activity of the total amounts of unrecognized tax benefits:
Years Ended December 31,
2023 2022 2021
Balance at beginning of period $ 520 $ 634 $ 1,086
Additions to current year tax positions 45 12 22
Additions to prior years' tax positions 72 14 46
Reductions to prior years' tax positions (15) (98) (473)
Reductions in tax positions due to lapse of statutory limitations (19) (20) (17)
Settlements (18) (10) (26)
Other — (12) (4)
Balance at end of period $ 585 $ 520 $ 634

At December 31, 2023 and 2022, there were $386 million and $356 million of unrecognized tax benefits that if recognized
would favorably affect our effective tax rate in the future. In the years ended December 31, 2023, 2022 and 2021, income tax
related interest and penalties were insignificant. At December 31, 2023 and 2022, liabilities for income tax related interest and
penalties were insignificant.

At December 31, 2023, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax
benefits in the next twelve months.

Other Matters Income tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities
throughout the world. We have open tax years from 2011 to 2023 with various significant tax jurisdictions. Tax authorities may
have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if
utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax
laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of
income tax credits for a given audit cycle.

Note 18. Restructuring and Other Initiatives

We have executed various restructuring and other initiatives and we may execute additional initiatives in the future, if
necessary, to streamline manufacturing capacity and reduce other costs to improve the utilization of remaining facilities. To the
extent these programs involve voluntary separations, a liability is generally recorded at the time offers to employees are
accepted. To the extent these programs provide separation benefits in accordance with pre-existing agreements, a liability is
recorded once the amount is probable and reasonably estimable. If employees are involuntarily terminated, a liability is
generally recorded at the communication date. Related charges are recorded in Automotive and other cost of sales and
Automotive and other selling, general and administrative expense.

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

Years Ended December 31,

2023 2022 2021
Balance at beginning of period $ 520 $ 285 $ 352
Additions, interest accretion and other 1,831 522 216
Payments (1,597) (275) (278)
Revisions to estimates and effect of foreign currency 25 (12) (5)
Balance at end of period $ 779 $ 520 $ 285

In the years ended December 31, 2023 and 2022, restructuring and other initiatives included strategic activities in GMNA
related to Buick dealerships. We recorded charges of $569 million in the year ended December 31, 2023, which are included in
the table above, and incurred $674 million in net cash outflows resulting from these dealer restructurings, in addition to the
charges of $511 million and net cash outflows of $120 million in the year ended December 31, 2022. The remaining
$286 million is expected to be paid by the end of 2024.

In March 2023, we announced a VSP to accelerate attrition related to the cost reduction program announced in January 2023.
We recorded charges in GMNA of $1.0 billion in the year ended December 31, 2023, primarily related to employee separation
charges of $905 million, which are reflected in the table above, and non-cash pension curtailment and settlement charges of
approximately $130 million, not reflected in the table above. We incurred $820 million of cash outflows resulting from the
VSP. We expect remaining cash outflows related to these activities of approximately $85 million to be complete during 2024.

In October 2023, Cruise voluntarily paused all of its driverless, supervised and manual AV operations in the U.S. while it
examines its processes, systems and tools. In conjunction with these actions, Cruise recorded charges before noncontrolling
interest of $529 million in the year ended December 31, 2023, primarily related to supplier related charges of $212 million and
employee separation charges of $67 million, both of which are included in the table above. Additionally, Cruise recorded non-
cash restructuring charges of $250 million primarily related to impairments, which are not reflected in the table above. We
expect the associated cashflows related to these activities to be substantially complete by the end of 2024. At December 31,
2023, the net book value of Cruise's long-lived assets, inclusive of goodwill and intangibles, was $1.4 billion which may be
subject to future impairments depending on future progress toward commercialization of the Cruise AV operations.

Note 19. Interest Income and Other Non-Operating Income

Years Ended December 31,
2023 2022 2021
Non-service pension and OPEB income (loss) $ 184 $ 1,512 $ 1,909
Interest income 1,109 460 146
Licensing agreements income 172 238 195
Revaluation of investments (77) (236) 571
Other 149 (542) 220
Total interest income and other non-operating income, net $ 1,537 $ 1,432 $ 3,041

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

Note 20. Stockholders’ Equity and Noncontrolling Interests

We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. We had no
shares of preferred stock issued and outstanding at December 31, 2023 and 2022. We had 1.2 billion and 1.4 billion shares of
common stock issued and outstanding at December 31, 2023 and 2022.

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Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. 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. Holders of common stock are entitled to one vote per share on all matters submitted to
our stockholders for a vote. The liquidation rights of holders of our common stock are secondary to the payment or provision
for payment of all our debts and liabilities and to holders of our preferred stock, if any such shares are then outstanding.

In November 2023, our Board of Directors increased the capacity under our share repurchase program by $10.0 billion to an
aggregate of $11.4 billion and we entered into the ASR Agreements to repurchase an aggregate amount of $10.0 billion of our
common stock under the authorized share repurchase program. On December 1, 2023, we advanced the $10.0 billion and
received approximately 215 million shares of our common stock with a value of $6.8 billion, which were immediately retired.
The final number of shares to ultimately be purchased will be based on the average of the daily volume-weighted average prices
of our common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms
and conditions of the ASR Agreements. Upon final settlement, we may receive additional shares of common stock, or, under
certain circumstances, we may be required to deliver shares of common stock or to make a cash payment, at our election. The
final settlement of the transactions contemplated under the ASR Agreements is scheduled to occur no later than the three
months ending December 31, 2024. Because of our ability to settle in shares, the $3.2 billion prepaid forward contract was
classified as a reduction to Additional paid-in capital within the consolidated statement of equity.

In the year ended December 31, 2023, we purchased approximately 245 million shares of our outstanding common stock for
$7.9 billion, including the initial delivery under the ASR Agreements of approximately 215 million shares at a value of
$6.8 billion. In the year ended December 31, 2022, we purchased approximately 64 million shares of our outstanding common
stock for $2.5 billion. In the year ended December 31, 2021, we did not 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. Refer to Note 22 for additional information on
Cruise stock incentive awards.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

During the years ended December 31, 2023 and 2022, the effect on the equity attributable to us for changes in our ownership
interest in Cruise was insignificant. For the year ended December 31, 2023, net income attributable to shareholders and
transfers to the noncontrolling interest in Cruise and other subsidiaries was $10.3 billion. For the year ended December 31,
2022, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries was
$9.2 billion, which included a $0.7 billion decrease in equity attributable to us, mainly due to the redemption of Cruise
preferred shares.

The following table summarizes the significant components of Accumulated other comprehensive loss:
Years Ended December 31,
2023 2022 2021
Foreign Currency Translation Adjustments
Balance at beginning of period $ (2,776) $ (2,654) $ (2,735)
Other comprehensive income (loss) and noncontrolling interests, net of
reclassification adjustment and tax(a)(b)(c) 319 (123) 81
Balance at end of period $ (2,457) $ (2,776) $ (2,654)
Defined Benefit Plans
Balance at beginning of period $ (4,851) $ (6,528) $ (10,654)
Other comprehensive income (loss) and noncontrolling interests before
reclassification adjustment(a) (3,706) 1,487 4,714
Tax benefit (expense) 838 2 (906)
Other comprehensive income (loss) and noncontrolling interests before
reclassification adjustment, net of tax(a) (2,868) 1,488 3,808
Reclassification adjustment, net of tax(c) 54 188 318
Other comprehensive income (loss), net of tax (2,814) 1,677 4,126
Balance at end of period(d) $ (7,665) $ (4,851) $ (6,528)
__________
(a) The noncontrolling interests were insignificant in the years ended December 31, 2023, 2022 and 2021.
(b) The reclassification adjustment was insignificant in the years ended December 31, 2023, 2022 and 2021.
(c) The income tax effect was insignificant in the years ended December 31, 2023, 2022 and 2021.
(d) Primarily consists of unamortized actuarial loss on our defined benefit plans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note 21. Earnings Per Share
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.
Years Ended December 31,
2023 2022 2021
Basic earnings per share
Net income (loss) attributable to stockholders $ 10,127 $ 9,934 $ 10,019
Less: cumulative dividends on subsidiary preferred stock(a) (106) (1,019) (182)
Net income (loss) attributable to common stockholders $ 10,022 $ 8,915 $ 9,837
Weighted-average common shares outstanding 1,364 1,445 1,451
Basic earnings per common share $ 7.35 $ 6.17 $ 6.78
Diluted earnings per share
Net income (loss) attributable to common stockholders – diluted $ 10,022 $ 8,915 $ 9,837
Weighted-average common shares outstanding – basic 1,364 1,445 1,451
Dilutive effect of warrants and awards under stock incentive plans 6 10 17
Weighted-average common shares outstanding – diluted 1,369 1,454 1,468
Diluted earnings per common share $ 7.32 $ 6.13 $ 6.70
Potentially dilutive securities(b) 23 10 2
__________
(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.

Note 22. Stock Incentive Plans

GM Stock Incentive Awards We grant to certain employees RSUs, PSUs and stock options (collectively, stock incentive
awards) under our 2020 LTIP and prior to the 2020 LTIP, under our 2017 and 2014 LTIP. The 2020 LTIP was approved by
stockholders in June 2020. Any new awards granted after the approval of the 2020 LTIP in June 2020 will be issued under the
2020 LTIP. To the extent any shares remain available for issuance under the 2017 LTIP 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.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Weighted-Average
Weighted-Average Remaining
Grant Date Fair Contractual Term
Shares (in millions) Value in Years
Units outstanding at January 1, 2023 34.1 $ 27.62 0.8
Granted 14.3 $ 33.54
Settled (5.8) $ 38.66
Forfeited or expired (2.7) $ 36.55
Units outstanding at December 31, 2023(a) 39.9 $ 27.53 0.9
__________
(a) Includes the target amount of PSUs.

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

Total compensation expense related to the above awards was $340 million, $419 million and $391 million in the years ended
December 31, 2023, 2022 and 2021.

At December 31, 2023, the total unrecognized compensation expense for nonvested equity awards granted was $249 million.
This expense is expected to be recorded over a weighted-average period of 1.4 years. The total fair value of stock incentive
awards vested was $425 million, $307 million and $258 million in the years ended December 31, 2023, 2022 and 2021.

Cruise Stock Incentive Awards Cruise granted RSUs that will settle in common shares of Cruise Holdings in the years ended
December 31, 2023, 2022 and 2021. Stock options were granted in common shares of Cruise Holdings in the years ended
December 31, 2022 and 2021. These awards were granted under Cruise's 2018 Employee Incentive Plan approved by Cruise
Holdings' Board of Directors in August 2018. Shares awarded under the plan are subject to forfeiture if the participant leaves
the company for reasons other than those permitted under the plan. In March 2022, Cruise modified its RSUs that settle in
Cruise Class B Common Shares to remove the liquidity vesting condition such that all granted RSU awards vest solely upon
satisfaction of a service condition. The service condition for the majority of these awards is satisfied over four years. Upon
modification, 31 million RSUs whose service condition was previously met became immediately vested, thereby resulting in
the immediate recognition of compensation expense. Subsequent to the modification, holders of Cruise Class B Common
Shares issued to settle vested awards could tender their shares generally at the fair value of Cruise’s common stock. The ability
to tender the Class B Common Shares results in certain awards to be classified as liabilities and other awards to be presented in
temporary equity. Stock options vest ratably over four to 10 years, as defined in the terms of each award. Stock options expire
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.

Note 23. 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our
strategic initiatives. 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. In addition to the products sold to dealers for consumer retail sales, trucks, crossovers and cars are also sold to fleet
customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Fleet sales
are completed through the dealer network and in some cases directly with fleet customers. Retail and fleet customers can obtain
a wide range of after-sale vehicle services and products through the dealer network, such as maintenance, light repairs, collision
repairs, vehicle accessories and extended service warranties.

GMNA meets the demands of customers in North America and GMI primarily meets the demands of customers outside North
America, with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. 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. We provide automotive financing services through our GM Financial segment.

Our automotive interest income and interest expense, legacy costs from the Opel/Vauxhall Business (primarily pension
costs), corporate expenditures and certain revenues and expenses that are not part of a reportable segment are recorded centrally
in Corporate. Corporate assets primarily consist of cash and cash equivalents, marketable debt securities and intersegment
balances. All intersegment balances and transactions have been eliminated in consolidation.

The following tables summarize key financial information by segment:

At and For the Year Ended December 31, 2023
Total GM Eliminations/
GMNA GMI Corporate Eliminations Automotive Cruise Financial Reclassifications Total
Net sales and revenue $ 141,445 $ 15,949 $ 273 $ 157,667 $ 102 $ 14,225 $ (151) $ 171,842
Earnings (loss) before interest and
taxes-adjusted $ 12,306 $ 1,210 $ (1,413) $ 12,103 $ (2,695) $ 2,985 $ (35) $ 12,357
Adjustments(a) $ (1,604) $ 217 $ — $ (1,387) $ (478) $ — $ — (1,865)
Automotive interest income 1,109
Automotive interest expense (911)
Net income (loss) attributable to
noncontrolling interests (287)
Income (loss) before income taxes 10,403
Income tax benefit (expense) (563)
Net income (loss) 9,840
Net loss (income) attributable to
noncontrolling interests 287
Net income (loss) attributable to
stockholders $ 10,127
Equity in net assets of
nonconsolidated affiliates $ 2,595 $ 6,348 $ — $ — $ 8,943 $ — $ 1,670 $ — $ 10,613
Goodwill and intangibles $ 2,083 $ 710 $ — $ — $ 2,793 $ 715 $ 1,354 $ — $ 4,862
Total assets $ 155,908 $ 26,225 $ 41,271 $ (82,858) $ 140,546 $ 4,555 $ 130,780 $ (2,817) $ 273,064
Expenditures for property $ 10,147 $ 522 $ 15 $ — $ 10,684 $ 63 $ 24 $ 198 $ 10,970
Depreciation and amortization $ 6,146 $ 589 $ 21 $ — $ 6,755 $ 38 $ 4,944 $ — $ 11,737
Impairment charges $ — $ — $ — $ — $ — $ 209 $ — $ — $ 209
Equity income (loss)(b) $ 196 $ 440 $ — $ — $ 635 $ — $ 138 $ — $ 773
__________
(a) Consists of charges related to the VSP and strategic activities related to Buick dealerships in GMNA; the gain associated with India asset sales and the partial resolution of
Korean subcontractor matters in GMI; and charges related to Cruise restructuring.
(b) Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing
battery cells for our EVs. Equity earnings related to Ultium Cells Holdings LLC were $293 million in the year ended December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At and For the Year Ended December 31, 2022

Total GM Eliminations/
GMNA GMI Corporate Eliminations Automotive Cruise Financial Reclassifications Total
Net sales and revenue $ 128,378 $ 15,420 $ 177 $ 143,974 $ 102 $ 12,766 $ (107) $ 156,735
Earnings (loss) before interest and
taxes-adjusted $ 12,988 $ 1,143 $ (1,846) $ 12,286 $ (1,890) $ 4,076 $ 2 $ 14,474
Adjustments(a) $ (411) $ (657) $ — $ (1,068) $ (1,057) $ — $ — (2,125)
Automotive interest income 460
Automotive interest expense (987)
Net income (loss) attributable to
noncontrolling interests (226)
Income (loss) before income taxes 11,597
Income tax benefit (expense) (1,888)
Net income (loss) 9,708
Net loss (income) attributable to
noncontrolling interests 226
Net income (loss) attributable to
stockholders $ 9,934
Equity in net assets of
nonconsolidated affiliates $ 1,820 $ 6,691 $ — $ — $ 8,511 $ — $ 1,665 $ — $ 10,176
Goodwill and intangibles $ 2,134 $ 740 $ 4 $ — $ 2,877 $ 727 $ 1,341 $ — $ 4,945
Total assets $ 157,250 $ 24,808 $ 60,518 $ (104,157) $ 138,419 $ 5,510 $ 121,544 $ (1,436) $ 264,037
Expenditures for property $ 8,280 $ 706 $ 20 $ — $ 9,007 $ 197 $ 44 $ (10) $ 9,238
Depreciation and amortization $ 5,800 $ 513 $ 21 $ — $ 6,335 $ 53 $ 4,888 $ — $ 11,276
Impairment charges $ 11 $ 1 $ — $ — $ 12 $ — $ — $ — $ 12
Equity income (loss) $ (9) $ 672 $ — $ — $ 663 $ — $ 173 $ — $ 837
__________
(a) Consists of charges for strategic activities related to Buick dealerships and the resolution of substantially all royalty matters accrued with respect to past-year vehicle sales in
GMNA; charges related to the shutdown of our Russia business in GMI; and charges related to the one-time modification of Cruise stock incentive awards.

At and For the Year Ended December 31, 2021

Total GM Eliminations/
GMNA GMI Corporate Eliminations Automotive Cruise Financial Reclassifications Total
Net sales and revenue $ 101,308 $ 12,172 $ 104 $ 113,584 $ 106 $ 13,419 $ (105) $ 127,004
Earnings (loss) before interest and
taxes-adjusted $ 10,318 $ 827 $ (680) $ 10,465 $ (1,196) $ 5,036 $ (10) $ 14,295
Adjustments(a) $ (425) $ (276) $ — $ (701) $ — $ — $ — (701)
Automotive interest income 146
Automotive interest expense (950)
Net income (loss) attributable to
noncontrolling interests (74)
Income (loss) before income taxes 12,716
Income tax benefit (expense) (2,771)
Net income (loss) 9,945
Net loss (income) attributable to
noncontrolling interests 74
Net income (loss) attributable to
stockholders $ 10,019
Equity in net assets of
nonconsolidated affiliates $ 827 $ 7,133 $ — $ — $ 7,960 $ — $ 1,717 $ — $ 9,677
Goodwill and intangibles $ 2,240 $ 772 $ — $ — $ 3,012 $ 736 $ 1,339 $ — $ 5,087
Total assets $ 121,735 $ 22,876 $ 40,492 $ (56,936) $ 128,167 $ 4,489 $ 113,207 $ (1,145) $ 244,718
Expenditures for property $ 6,576 $ 783 $ 30 $ — $ 7,389 $ 89 $ 26 $ 5 $ 7,509
Depreciation and amortization $ 5,298 $ 542 $ 21 $ — $ 5,861 $ 52 $ 6,134 $ — $ 12,047
Impairment charges $ — $ — $ — $ — $ — $ 4 $ — $ — $ 4
Equity income (loss) $ 8 $ 1,092 $ — $ — $ 1,100 $ — $ 201 $ — $ 1,301
__________
(a) Consists of royalties accrued with respect to past-year vehicle sales and charges for strategic activities related to Cadillac dealerships in GMNA; and a settlement with certain
third parties relating to retrospective recoveries of indirect taxes and an adjustment related to the unique events associated with Korea Supreme Court decisions related to our
salaried workers in GMI.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Automotive revenue is attributed to geographic areas based on the country of sale. GM Financial revenue is attributed to the
geographic area where the financing is originated. The following table summarizes information concerning principal geographic
areas:
At and For the Years Ended December 31,
2023 2022 2021
Net Sales and Long-Lived Net Sales and Long-Lived Net Sales and Long-Lived
Revenue Assets Revenue Assets Revenue Assets
Automotive
U.S. $ 127,472 $ 34,142 $ 116,798 $ 30,201 $ 92,771 $ 27,192
Non-U.S. 30,186 16,054 27,177 14,907 20,819 13,771
GM Financial
U.S. 12,133 27,397 11,035 29,411 11,712 34,452
Non-U.S. 2,051 3,309 1,725 3,431 1,702 3,629
Total consolidated $ 171,842 $ 80,903 $ 156,735 $ 77,950 $ 127,004 $ 79,044

No individual country other than the U.S. represented more than 10% of our total net sales and revenue or long-lived assets,
other than Mexico, whose long-lived assets were approximately 12%, 11% and 10% of our total long-lived assets at December
31, 2023, 2022 and 2021.

Note 24. Supplemental Information for the Consolidated Statements of Cash Flows
The following table summarizes the sources (uses) of cash provided by Change in other operating assets and liabilities and
Cash paid for income taxes and interest:
Years Ended December 31,
Change in other operating assets and liabilities 2023 2022 2021
Accounts receivable $ 1,183 $ (4,483) $ 493
Wholesale receivables funded by GM Financial, net (2,982) (5,000) 2,854
Inventories (757) (2,581) (3,155)
Change in other assets (685) (248) (1,418)
Accounts payable (1,166)
Income taxes payable (121) 273 (95)
Accrued and other liabilities 5,582 2,918 (879)
Total $ 2,220 $ (9,121) $ (3,366)

Cash paid for income taxes and interest

Cash paid for income taxes, net $ 1,726 $ 1,191 $ 652
Cash paid for interest (net of amounts capitalized) – Automotive $ 863 $ 933 $ 884
Cash paid for interest (net of amounts capitalized) – GM Financial 4,652 2,673 2,519
Total cash paid for interest (net of amounts capitalized) $ 5,515 $ 3,606 $ 3,403

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.
* * * * * * *

Item 9A. Controls and Procedures

Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized
and reported within the specified time periods and accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2023 as
required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure
controls and procedures were effective as of December 31, 2023.

Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and
maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations
of internal control over financial reporting, including the possibility of collusion or improper management override of controls,
misstatements due to error or fraud may not be prevented or detected on a timely basis.

Our management performed an assessment of the effectiveness of our internal control over financial reporting at December
31, 2023, utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our
internal control over financial reporting was effective as of December 31, 2023. Based on management's assessment, we have
concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP (PCAOB ID: 42),
an independent registered public accounting firm, as stated in its report included herein.

Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over
financial reporting during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

* * * * * * *

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 9B. Other Information

None.

* * * * * * *

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

* * * * * * *

PART III

Items 10, 11, 12, 13 and 14

Information required by Items 10, 11, 12, 13 and 14 of this Form 10-K is incorporated by reference from our definitive Proxy
Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not
later than 120 days after the end of the 2023 fiscal year, all of which information is hereby incorporated by reference in, and
made part of, this Form 10-K, except disclosure of our executive officers, which is included in Part I, Item 1 of this report.

* * * * * * *

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PART IV

Item 15. Exhibit and Financial Statement Schedules

(a) 1. All Financial Statements and Supplemental Information

2. Financial Statement Schedules
All financial statement schedules are omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements and notes thereto in Item 8.
3. Exhibits
(b) Exhibits
Exhibit
Number Exhibit Name
2.1 Master Agreement, dated as of March 5, 2017, between General Motors Holdings LLC and Peugeot S.A., Incorporated by
incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of General Motors Reference
Company filed April 28, 2017
2.2 Purchase Agreement dated as of May 31, 2018, by and among General Motors Holdings LLC, GM Cruise Incorporated by
Holdings LLC, and Softbank Vision Fund (AIV M1), L.P. incorporated by reference to Exhibit 2.1 to the Reference
Quarterly Report on Form 10-Q of General Motors Company filed July 25, 2018
2.3 Purchase Agreement by and between GM Cruise Holdings LLC and Honda Motor Co., LTD., dated Incorporated by
October 3, 2018, incorporated by reference to Exhibit 2.3 to the Annual Report on Form 10-K of General Reference
Motors Company filed February 6, 2019
3.1 Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporated Incorporated by
by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December Reference
13, 2010
3.2 General Motors Company Amended and Restated Bylaws, as amended April 20, 2023, incorporated by Incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed April 21, Reference
2023
4.1 Description of Securities, incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of Incorporated by
General Motors Company filed February 5, 2020 Reference
4.2 Indenture, dated as of September 27, 2013, between General Motors Company and the Bank of New York Incorporated by
Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of Reference
General Motors Company filed April 30, 2014
4.3 First Supplemental Indenture, dated as of September 27, 2013 to the Indenture dated as of September 27, Incorporated by
2013 between General Motors Company and the Bank of New York Mellon, as Trustee, incorporated by Reference
reference to Exhibit 4.3 to the Registration Statement on Form S-4 of General Motors Company filed May
22, 2014
4.4 Second Supplemental Indenture, dated as of November 12, 2014 to the Indenture dated as of September 27, Incorporated by
2013 between General Motors Company and the Bank of New York Mellon, as Trustee, incorporated by Reference
reference to Exhibit 4.4 to the Current Report on Form 8-K of General Motors Company filed November
12, 2014
4.5 Third Supplemental Indenture, dated as of February 23, 2016, to the Indenture, dated as of September 27, Incorporated by
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, Reference
incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company
filed February 23, 2016
4.6 Fourth Supplemental Indenture, dated as of August 7, 2017, to the Indenture, dated as of September 27, Incorporated by
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, Reference
incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company
filed August 8, 2017
4.7 Fifth Supplemental Indenture, dated as of September 10, 2018, to the Indenture, dated as of September 27, Incorporated by
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, Reference
incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company
filed September 10, 2018
4.8 Sixth Supplemental Indenture, dated as of May 12, 2020, to the Indenture. dated as of September 27, 2013, Incorporated by
between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporated Reference
by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company filed May 12,
2020
4.9 Seventh Supplemental Indenture, dated as of August 2, 2022, to the Indenture. dated as of September 27, Incorporated by
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, Reference
incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company
filed August 2, 2022
4.10 Calculation Agency Agreement, dated as of September 10, 2018 between General Motors Company and Incorporated by
the Bank of New York Mellon, as calculation agent, incorporated by reference to Exhibit 4.3 to the Current Reference
Report on Form 8-K of General Motors Company filed September 10, 2018

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Exhibit
Number Exhibit Name
10.1* Form of Compensation Statement, incorporated by reference to Exhibit 10.14 to the Annual Report on Incorporated by
Form 10-K of General Motors Company filed April 7, 2010 Reference
10.2* General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, Incorporated by
incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K of General Motors Reference
Company filed February 15, 2013
10.3* Amendment No. 1 to General Motors Company Executive Retirement Plan, with modifications through Incorporated by
October 10, 2012, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of General Reference
Motors Company filed February 3, 2016
10.4* General Motors Company Vehicle Operations - Senior Management Vehicle Program (SMVP) Incorporated by
Supplement, revised December 15, 2005, incorporated by reference to Exhibit 10(g) to the Annual Report Reference
on Form 10-K of Motors Liquidation Company filed March 28, 2006
10.5* General Motors Company 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Incorporated by
Current Report on Form 8-K of General Motors Company filed June 12, 2014 Reference
10.6* Form of Non-Qualified Stock Option Agreement under the 2014 Long-Term Incentive Plan, incorporated Incorporated by
by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed July 30, Reference
2015
10.7* Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.6 to the Incorporated by
Quarterly Report on Form 10-Q of General Motors Company filed April 21, 2016 Reference
10.8* General Motors Company 2017 Short-Term Incentive Plan, incorporated by reference to Exhibit 10.25 to Incorporated by
the Annual Report on Form 10-K of General Motors Company filed February 6, 2018 Reference
10.9* General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the Incorporated by
Registration Statement on Form S-8 of General Motors Company filed June 16, 2017 Reference
10.10* Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term Incorporated by
Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Reference
Motors Company filed May 6, 2020
10.11* Form of Non-Qualified Stock Option Award Agreement No. 1 under the General Motors Company 2017 Incorporated by
Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q Reference
of General Motors Company filed April 26, 2018
10.12* Form of Non-Qualified Stock Option Award Agreement No. 2 under the General Motors Company 2017 Incorporated by
Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q Reference
of General Motors Company filed May 6, 2020
10.13* Amended and Restated General Motors LLC U.S. Executive Severance Program, incorporated by reference Incorporated by
to Exhibit 10.23 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2019 Reference
10.14* Form of Time Sharing Agreement, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Incorporated by
Form 10-Q of General Motors Company filed October 29, 2019 Reference
10.15* The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated by Incorporated by
reference to Exhibit 10.19 to the Annual Report on Form 10-K of General Motors Company filed February Reference
5, 2020
10.16* General Motors Company 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the Incorporated by
Registration Statement on Form S-8 of General Motors Company filed June 25, 2020 Reference
10.17* Amendment No. 1 to the General Motors Company 2020 Long-Term Incentive Plan, incorporated by Incorporated by
reference to Appendix B of the Definitive Proxy Statement of General Motors Company filed April 28, Reference
2023
10.18* Form of Performance Share Unit Award Agreement No.1 under the General Motors Company 2020 Long- Incorporated by
Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Reference
General Motors Company filed May 5, 2021
10.19* Form of Performance Share Unit Award Agreement No.3 under the General Motors Company 2020 Long- Incorporated by
Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Reference
General Motors Company, filed April 27, 2022
10.20* Form of Non-Qualified Stock Option Award Agreement No. 1 under the General Motors Company 2020 Incorporated by
Long- Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10- Reference
Q of General Motors Company filed May 5, 2021
10.21* Form of Non-Qualified Stock Option Award Agreement No.2 under the General Motors Company 2020 Incorporated by
Long-Term Incentive Plan incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q Reference
of General Motors Company, filed April 27, 2022
10.22* Form of Restricted Stock Unit Award Agreement No. 1 under the General Motors Company 2020 Long- Incorporated by
Term Incentive Plan incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Reference
General Motors Company, filed February 10, 2021

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Exhibit
Number Exhibit Name
10.23* Form of Restricted Stock Unit Award Agreement No. 2 under the General Motors Company 2020 Long- Incorporated by
Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Reference
General Motors Company, filed October 24, 2023
10.24* Form of Restricted Stock Unit Award Agreement No. 3 under the General Motors Company 2020 Long- Filed Herewith
Term Incentive Plan
10.25† Fourth Amended and Restated 5-Year Revolving Credit Agreement among General Motors Company, Incorporated by
General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the Reference
several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K of General Motors Company filed March 31, 2023
10.26† Fifth Amended and Restated 3-Year Revolving Credit Agreement among General Motors Company, Incorporated by
General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the Reference
several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of General Motors Company filed March 31, 2023
10.27† Fifth Amended and Restated 364-Day Revolving Credit Agreement among General Motors Company, Incorporated by
General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the Reference
several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K of General Motors Company filed March 31, 2023
10.28† 364-Day Delayed Draw Term Loan Credit Agreement, dated November 29, 2023, among General Motors Incorporated by
Company, the several lenders from time to time parties thereto, and Bank of America, N.A., as Reference
administrative agent, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of
General Motors Company filed November 29, 2023
10.29 Eighth Amended and Restated Limited Liability Company Agreement of GM Cruise Holdings LLC, dated Incorporated by
March 18, 2022, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Reference
General Motors Company filed July 26, 2022
10.30 Form of Master Confirmation - Uncollared Accelerated Share Repurchase, dated November 29, 2023, Incorporated by
incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company Reference
filed November 29, 2023
19 General Motors Company Amended and Restated Insider Trading Policy, dated March 9, 2023 Filed Herewith
21 Subsidiaries and Joint Ventures of the Registrant as of December 31, 2023 Filed Herewith
23 Consent of Ernst & Young LLP Filed Herewith
24 Power of Attorney for Directors of General Motors Company Filed Herewith
31.1 Section 302 Certification of the Chief Executive Officer Filed Herewith
31.2 Section 302 Certification of the Chief Financial Officer Filed Herewith
32 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes- Furnished with
Oxley Act of 2002 this Report
97 General Motors Company Amended and Restated Policy on Recoupment of Incentive Compensation, dated Filed Herewith
August 14, 2023
101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended Filed Herewith
December 31, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the
Consolidated Income Statements, (ii) the Consolidated Statements of Comprehensive Income, (iii) the
Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated
Statements of Equity and (vi) Notes to the Consolidated Financial Statements
104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, Filed Herewith
formatted as Inline XBRL and contained in Exhibit 101
__________
† Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material
and would likely cause competitive harm to the registrant if publicly disclosed.
* Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this
Report.
* * * * * * *

Item 16. Form 10-K Summary

None.
* * * * * * *

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL MOTORS COMPANY

(Registrant)

By: /s/ MARY T. BARRA

Mary T. Barra
Chair and Chief Executive Officer
Date: January 30, 2024

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 GENERAL MOTORS COMPANY AND SUBSIDIARIES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 30th day of
January 2024 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the
directors.
Signature Title

/s/ MARY T. BARRA Chair and Chief Executive Officer

Mary T. Barra

/s/ PAUL A. JACOBSON Executive Vice President and Chief Financial Officer
Paul A. Jacobson

/s/ CHRISTOPHER T. HATTO Vice President, Global Business Solutions and Chief
Christopher T. Hatto Accounting Officer

/s/ PATRICIA F. RUSSO* Independent Lead Director

Patricia F. Russo

/s/ ANEEL BHUSRI* Director

Aneel Bhusri

/s/ WESLEY G. BUSH* Director

Wesley G. Bush

/s/ JOANNE C. CREVOISERAT* Director

Joanne C. Crevoiserat

/s/ LINDA R. GOODEN* Director

Linda R. Gooden

/s/ JOSEPH JIMENEZ* Director

Joseph Jimenez

/s/ JONATHAN MCNEILL* Director

Jonathan McNeill

/s/ JUDITH A. MISCIK* Director

Judith A. Miscik

/s/ THOMAS M. SCHOEWE* Director

Thomas M. Schoewe

/s/ MARK A. TATUM* Director

Mark A. Tatum

/s/ JAN E. TIGHE* Director

Jan E. Tighe

/s/ DEVIN N. WENIG* Director

Devin N. Wenig

*By: /s/ CRAIG B. GLIDDEN

Craig B. Glidden
Attorney-in-Fact

107