General Motors (GM) 10-K risk factor changes: FY2018 vs FY2017

We have listed below [removed: (not necessarily in order of importance or probability of occurrence)] the most significant risk factors applicable to [removed: us:][added: us.]

If we do not deliver new products, services and customer experiences in response to [removed: new participants] [added: increased competition] in the automotive industry, our business could suffer.

We believe that the automotive industry will [added: continue to] experience significant [removed: and continued] change in the coming years.

Industry participants are [removed: seeking to disrupt] [added: disrupting] the historic business model of [removed: the] [added: our] industry through the introduction of new technologies, [removed: new products or] [added: products,] services, [removed: new business models or new] [added: and] methods of [removed: travel.][added: travel and vehicle ownership.]

It is strategically significant that we lead the technological disruption occurring in our [removed: industry.][added: industry, including consumer adoption of electric vehicles and commercialization of autonomous vehicles in a rideshare environment.]

To successfully execute our long-term strategy, we must continue to develop new products and services, including products and services that are outside of our historically core business, such as autonomous and electric vehicles, [removed: data monetization] [added: digital services] and transportation as a service.

If we do not [removed: accurately predict,] [added: adequately] prepare for and respond to new kinds of technological innovations, market developments and changing customer needs, our sales, profitability and long-term competitiveness may be harmed.

We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models [added: and features] designed to meet rapidly evolving consumer expectations.

Producing new and improved vehicle models [removed: competitively and] preserving our reputation for designing, building and selling [removed: safe high quality] [added: safe, high-quality] cars and trucks is critical to our long-term profitability.

Our profitability is dependent upon the success of [removed: crossovers,] SUVs and full-size pick-up trucks.

While we offer a balanced [removed: and complete] portfolio of [removed: small, mid-size and large] cars, crossovers, SUVs and trucks, we generally recognize higher profit margins on our [removed: crossovers,] SUVs and trucks.

Any shift in consumer preferences toward smaller, more [removed: fuel] [added: 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 or other reasons, could weaken the demand for our higher margin vehicles.

We anticipate that [added: the production and profitable sale of] electric [removed: vehicle sales] [added: vehicles] will become increasingly important to our business.

[removed: The] [added: Our] inability to reduce the costs associated with the manufacture [removed: and sale] of [removed: electric] [added: battery-electric] vehicles may negatively impact our earnings and financial condition.

[added: We currently] benefit from certain government and economic incentives supporting the development [removed: and adoption] of electric vehicles.

The benefits from these incentives could be reduced, eliminated or exhausted, which may negatively affect our ability to sell electric vehicles [removed: in sufficient quantities and] at high enough prices to be profitable.

A number of economic and market conditions drive changes in vehicle sales, including real estate values, [added: the availability and prices of used vehicles,] levels of unemployment, availability of affordable financing, fluctuations in the cost of fuel, consumer confidence, political unrest and global economic conditions.

For [added: a] discussion of economic and market trends, see the Overview section of [removed: Item 7.][added: the MD&A.]

[removed: Our significant business in China subjects us to unique operational, competitive and regulatory risks] Maintaining a strong position in the Chinese market is a key component of our global growth strategy.

Our business in China is subject to aggressive competition from many of the largest global manufacturers and numerous domestic [removed: manufacturers.][added: manufacturers as well as non-traditional market participants, such as domestic technology companies.]

Increased [removed: competition] [added: competition, increased U.S.-China trade restrictions and weakening economic conditions in China, among other things,] may result in price reductions, reduced [removed: margins] [added: sales, profitability,] and [added: margins, and] challenges to gain or hold market share.

In addition to increased competition, Chinese regulators have announced aggressive [added: "green"] policy initiatives and quotas for the sale of electric [removed: vehicles.][added: vehicles, which have challenging lead times.]

In order to maintain access to the Chinese market, we may be required to comply with significant technical and other regulatory requirements that are unique to the Chinese market, at times with challenging [removed: lead-time] [added: lead times] to implement such requirements.

Many of our operations, primarily in [removed: China,] [added: China and Korea,] are carried out by joint ventures.

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 or other [removed: action] [added: actions] or we may be subject to penalties, fines or other related actions for these activities.

Our global operations subject us to extensive domestic and foreign legal and regulatory requirements, and a variety of other political, economic and regulatory risks including: [added: (1)] changes in government leadership; [added: (2)] changes in [removed: laws or] [added: labor, tax and other laws,] regulations [added: or government policies] impacting our overall business model or [added: practices or] restricting our ability to manufacture, purchase or sell [removed: products,] [added: products consistent with market demand] and [added: our business objectives; (3)] political pressures to change any aspect of our business model or practices [removed: and] [added: or that impair our ability to] source raw materials, [added: services,] components, systems and [removed: parts] [added: parts, or manufacture products] on competitive terms in a manner consistent with our [removed: current practice; changes in tax laws;] [added: business objectives; (4) political instability or government controls over certain sectors; (5) political and] economic tensions between governments and changes in international trade policies, including restrictions on the repatriation of dividends, especially between [removed: the U.S.] [added: China] and [removed: China,] [added: the U.S.; (6)] more detailed inspections, new or higher tariffs, for example, on products imported [removed: from Mexico] into [added: or exported from] the U.S.; [added: (7)] new barriers to entry or domestic preference procurement requirements, [added: including] changes [removed: to or] [added: to,] withdrawals from [added: or impediments to implementing] free trade agreements (for example, the North American Free Trade Agreement or [removed: NAFTA),] [added: its successor),] or preferences of foreign nationals for domestically manufactured products; [added: (8)] changes in foreign currency exchange [removed: rates] [added: rates, particularly in Brazil] and [added: Argentina, and] interest rates; [added: (9)] economic downturns in foreign countries or geographic regions where we have significant operations, [added: or] significant changes in conditions in the countries in which we [removed: operate] [added: operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions and safety; (11) impact of compliance] with [added: U.S. and other foreign countries’ export controls and economic sanctions; (12) liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to] the [removed: effect of][added: Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, requirements and union relationships; (14) differing dealer and franchise regulations and relationships; and (15) difficulties in obtaining financing in foreign countries for local operations.]

[removed: These] [added: Our] facilities are typically designed to produce particular models for particular geographic markets.

In some [removed: cases] [added: cases,] certain facilities produce products, systems, components and parts that disproportionately contribute a greater degree to our profitability than others.

Should these or other facilities become unavailable either temporarily or permanently for any number of reasons, including labor [removed: disruptions,] [added: disruptions or catastrophic weather events,] the inability to manufacture [removed: there] [added: at the affected facility] may result in harm to our reputation, increased costs, lower revenues and the loss of customers.

Our use of “just-in-time” manufacturing processes allows us to maintain minimal [removed: inventory quantities of systems, components, raw materials and parts.][added: inventory.]

As a [removed: result] [added: 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.

In some [removed: instances] [added: instances,] we purchase systems, components, raw materials and parts that [added: are] ultimately [removed: derive] [added: derived] from a single source and may be at an increased risk for supply disruptions.

[removed: Disputes,] [added: Any number of factors, including labor disruptions, catastrophic weather events, contractual or other disputes with suppliers, and supplier] financial difficulties or solvency problems [removed: with our suppliers, including Takata Corporation (Takata), which may be exacerbated by the cost of remediating quality issues with these items,] could [added: 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 [added: the] production of certain of our higher margin vehicles.

[removed: Where] [added: If] we experience supply disruptions, we may not be able to develop alternate sourcing quickly.

High prices of raw materials [added: or other inputs] used by us and our suppliers could negatively impact our profitability.

Increases in prices for raw materials [added: or other inputs] that we and our suppliers use in manufacturing products, systems, components and [removed: parts] [added: parts,] such as steel, precious metals, [added: or] non-ferrous metals, including aluminum, copper and [removed: plastic parts] [added: plastic,] may lead to higher production costs for [removed: parts] [added: parts, components] and [removed: components.][added: vehicles.]

Domestic manufacturers in lower cost countries, such as China and India, have become competitors in key emerging markets and announced their intention to export their products to established markets as a [removed: low cost] [added: low-cost] alternative to established entry-level automobiles.

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 [removed: product] [added: products] and services.

[added: Moreover, although GM takes] reasonable steps to maintain the confidentiality of GM proprietary information, there can be no assurance that such efforts will [removed: completely deter misappropriation or improper use of our technology.]

[removed: Additionally] [added: Additionally,] we and GM Financial collect and store sensitive data, including intellectual property, proprietary business information, proprietary business information of our dealers and suppliers, as well as personally identifiable information of our customers and employees, in data centers and on information technology networks.

These risk factors are not necessarily in the order of importance or probability of occurrence:

For example, in late 2018, we announced certain transformation actions to drive significant cost efficiencies and realign our current

manufacturing capacity and utilization in response to market-related volume declines in passenger cars.

In addition, these actions also subject us to increased risks of labor unrest or strikes, litigation, negative publicity and business disruption.

Our electric vehicle strategy is dependent upon our ability to reduce the cost of manufacturing electric vehicles, as well as increased consumer adoption.

In addition, our sale of electric vehicles is dependent upon consumer adoption, which could be impacted by numerous factors, including perceptions about electric vehicle features, quality, safety, performance and cost; perceptions about the limited range over which electric vehicles may be driven on a single battery charge; high fuel-economy internal combustion engine vehicles; volatility in the cost of fuel; government regulations and economic incentives; and access to charging facilities.

Our autonomous vehicle strategy is dependent upon our ability to successfully mitigate unique technological, operational, and regulatory risks.

In recent years, we announced significant investments in autonomous vehicle technologies, including in GM Cruise Holdings LLC (GM Cruise Holdings), our subsidiary that is responsible for the development and commercialization of autonomous vehicle technology.

Our autonomous vehicle 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 LiDAR sensors and other components; access to sufficient capital, including with respect to additional Softbank funding that is subject to regulatory approval; risks related to the manufacture of purpose-built autonomous vehicles; and significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to autonomous vehicle technologies than we do.

In addition, we face risks related to the commercial deployment of autonomous vehicles on our targeted timeline or at all, including consumer acceptance, achievement of adequate safety and other performance standards and compliance with uncertain, evolving and potentially conflicting federal and state regulations.

To the extent accidents, cybersecurity breaches or other adverse events associated with our autonomous driving systems occur, we could be subject to liability, government scrutiny and further regulation.

Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.

Our significant business in China subjects us to unique operational, competitive and regulatory risks.

In addition, our success in China depends upon our ability to adequately address unique market and consumer preferences driven by advancements related to infotainment and other new technologies.

In particular, the announced intention of several Chinese cities to implement new China 6 emissions regulations in July 2019 represents a risk for the sales of our Chinese joint ventures.

In 2019, our collective bargaining agreement with the United Automobile Workers will expire, and we will negotiate a new agreement.

In addition, in late 2018 we announced certain restructuring actions, which included among other things, a reduction in our workforce and the unallocation of products to certain manufacturing facilities in North America.

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.

Changes in trade policies and tariffs, fluctuations in supply and demand, and other economic and political factors may continue to create pricing pressure for raw materials and other inputs.

completely deter misappropriation or improper use of our technology.

Our enterprise data practices, including the collection, use, sharing, and security of the Personal Identifiable Information of our customers, employees, or suppliers are subject to increasingly complex, restrictive, and punitive regulations in all key market regions.

Under these regulations, the failure to maintain compliant data practices could result in consumer complaints and regulatory inquiry, resulting in civil or criminal penalties, as well as brand impact or 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.

Because many of these laws are new, there is little clarity as to their interpretation, as well as a lack of precedent for the scope of enforcement.

The cost of compliance with these laws and regulations will be high and is likely to increase in the future.

For example, in Europe, the General Data Protection Regulation came into effect on May 25, 2018, and applies to all our ongoing operations in the EU.

This regulation significantly increases the potential financial penalties for noncompliance, including possible fines of up to 4% of global annual turnover.

Similar regulations are coming into effect in Brazil, China, and California.

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/or regulations in the countries in which we do business, the possibility of adverse determinations with respect to the application of existing laws, 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.

For example, the impact of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act), which was enacted on December 22, 2017, may differ from the Company’s previously recorded amounts, possibly materially, due to potential changes in the Tax Act (including with respect to the regulations promulgated thereunder) or changes to its interpretation.

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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In some cases the technologies that we plan to employ are not yet commercially practical and depend on significant future technological advances by us and by our suppliers.

We must successfully address and reduce the costs associated with the manufacture and sale of electric vehicles.

In addition, we currently

As the size of the Chinese market continues to increase we anticipate that additional competitors, both international and domestic, will seek to enter the Chinese market and that existing market participants will act aggressively to increase their market share.

competition from new market entrants; differing local product preferences and product requirements, including fuel economy, vehicle emissions and safety; impact of compliance with U.S. and other foreign countries’ export controls and economic sanctions; liabilities resulting from U.S. and foreign laws and regulations, including those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; differing labor regulations and union relationships; and difficulties in obtaining financing in foreign countries for local operations.

Even though we carry business interruption insurance policies, we may suffer losses as a result of business interruptions that exceed the coverage available or any losses which may be excluded under our insurance policies.

Moreover, although GM takes

If, in the discretion of the U.S. Attorney’s Office for the Southern District of New York (the U.S. Attorney's Office), we do not comply with the terms of the Deferred Prosecution Agreement (the DPA), the U.S. Attorney's Office may prosecute us for charges alleged by the U.S. Attorney's Office including those relating to faulty ignition switches.

On September 17, 2015 we announced that we entered into the DPA with the U.S. Attorney's Office regarding its investigation of the events leading up to certain recalls announced in February and March of 2014 relating to faulty ignition switches.

Under the DPA, we consented to, among other things, the filing of a two-count information (the Information) in the U.S. District Court for the Southern District of New York (the Southern District) charging GM with a scheme to conceal material facts from a government regulator and wire fraud.

We pled not guilty to the charges alleged in the Information.

The DPA further provides that, in the event the U.S. Attorney's Office determines during the period of deferral of prosecution (or any extensions thereof) that we have violated any provision of the DPA, including violating any U.S. federal law or our obligation to cooperate with and assist the independent monitor (the Monitor), the U.S. Attorney's Office may, in its discretion, either prosecute us on the charges alleged in the Information or impose an extension of the period of deferral of prosecution of up to one additional year.

Under such circumstance, the U.S. Attorney's Office would be permitted to rely upon the admissions we made in the DPA and would benefit from our waiver of certain procedural and evidentiary defenses.

Such a criminal prosecution could subject us to penalties.

For example, we are currently conducting recalls for certain Takata air bag inflators used in some of our prior model year vehicles.

Further recalls, if any, that may be required to remediate Takata air bag inflators in our vehicles could have a material impact on our business.

We are also subject to the risks of labor unrest, negative publicity and business disruption in connection with our cost reduction actions.

Our future competitiveness and ability to achieve long-term profitability depends on our ability to control our costs, which requires us to successfully implement operating effectiveness initiatives throughout our operations.

Our future competitiveness depends upon our continued success in implementing these initiatives throughout our operations.

While some of the elements of cost reduction are within our control, others, such as interest rates or return on investments, which influence our expense for pensions, depend more on external factors, and there can be no assurance that such external factors will not materially adversely affect our ability to reduce our costs.

Reducing costs may prove difficult due to our focus on increasing advertising and our belief that engineering and other expenses necessary to improve the performance, safety and customer satisfaction of our vehicles and to continue to innovate our technology, product and service offerings to meet changing customer needs and market developments are likely to increase.

We rely on GM Financial in North America, South America and China to support leasing and sales of our vehicles to consumers requiring vehicle financing and also to provide commercial lending to our dealers.

adequate returns.

[removed: "Risk Factors"] [added: Risk Factors] for a discussion of these risks and uncertainties.

Non-GAAP Measures Unless otherwise indicated, our non-GAAP measures discussed in this MD&A are related to our continuing operations and not our discontinued [removed: operations or our assets and liabilities held for sale.][added: operations.]

Our non-GAAP measures [removed: include] [added: include:] earnings before interest and taxes (EBIT)-adjusted, presented net of noncontrolling [removed: interests,] [added: interests; Core EBIT-adjusted;] earnings per share [removed: (EPS)-diluted-adjusted,] [added: (EPS)-diluted-adjusted;] effective tax rate-adjusted [removed: (ETR-adjusted),] [added: (ETR-adjusted);] return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow.

Examples of adjustments to EBIT include but are not limited to impairment charges [removed: related to goodwill; impairment charges] on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions; costs arising from the ignition switch recall and related legal matters; and certain currency devaluations associated with hyperinflationary economies.

Core EBIT-adjusted [removed: will be] [added: Core EBIT-adjusted is] used by management and can be used by investors to review our core consolidated operating results.

[added: Prior to the three months ended June 30, 2018] Core EBIT-adjusted [removed: begins with EBIT-adjusted and excludes] [added: excluded] the EBIT-adjusted results of [removed: our] autonomous vehicle operations, including [removed: Cruise Automation Inc. (Cruise),] [added: GM Cruise,] Maven and our investment in [removed: Lyft.][added: Lyft, Inc. (Lyft).]

EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less income (loss) from discontinued operations on an after-tax basis, adjustments noted above for [removed: EBIT-adjusted, gains or losses on the extinguishment of debt obligations on an after-tax basis] [added: EBIT-adjusted] and certain income tax adjustments divided by weighted-average common shares outstanding-diluted.

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 capital leases; average automotive net pension and other postretirement benefits (OPEB) liabilities; and average [removed: automotive net income tax assets during the same period.]

We measure adjusted automotive free cash flow as automotive operating cash flow from continuing operations less capital expenditures adjusted for management [removed: actions, primarily related to strengthening our balance sheet, such as prepayments of debt and discretionary][added: actions.]

[removed: Core adjusted automotive free cash flow Beginning in 2018, we intend to report a Core adjusted automotive free cash flow metric.][added: Adjusted Automotive Free Cash Flow]

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net income (loss) attributable to stockholders | $ | [removed: (3,864] [added: 8,014] | [removed: )] | | $ | [removed: 9,427] [added: (3,864] | [added: )] | | $ | [removed: 9,687] [added: 9,427] | |

| [removed: (Income) loss] [added: Loss] from discontinued operations, net of tax | [removed: 4,212] [added: 70] | | | | [removed: 1] [added: 4,212] | | | | [removed: (25] [added: 1] | | [removed: )] |

| Income tax expense [removed: (benefit)] | [removed: 11,533] [added: 474] | | | | [removed: 2,739] [added: 11,533] | | | | [removed: (1,219] [added: 2,739] | | [removed: )] |

| Automotive interest expense | [removed: 575] [added: 655] | | | | [removed: 563] [added: 575] | | | | [removed: 423] [added: 563] | | |

| Automotive interest income | [removed: (266] [added: (335] | | ) | | [removed: (182] [added: (266] | | ) | | [removed: (167] [added: (182] | | ) |

| Ignition switch recall and related legal matters(c) | [removed: 114] [added: 440] | | | | [removed: 300] [added: 114] | | | | [removed: 1,785] [added: 300] | | |

| Total adjustments | [removed: 654] [added: 2,905] | | | | [removed: 300] [added: 654] | | | | [removed: 3,199] [added: 300] | | |

| EBIT-adjusted | $ | [removed: 12,844] [added: 11,783] | | | $ | [removed: 12,848] [added: 12,844] | | | $ | [removed: 11,449] [added: 12,848] | |

| [removed: (a)] [added: (b)] | [removed: This adjustment was] [added: These adjustments were] excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The [added: adjustments primarily consist of employee separation charges, asset impairments and supplier claims in the year ended December 31, 2018, all in Korea. The] adjustment [added: in the year ended December 31, 2017] primarily consists of asset [removed: impairments, sales incentives, inventory provisions, dealer restructuring, employee separations] [added: impairments] and other [removed: contract cancellation costs] [added: restructuring actions] in India, South [removed: Africa,] [added: Africa] and [removed: Thailand.] [added: Venezuela.] |

| (c) | These adjustments were excluded because of the unique events associated with the ignition switch [removed: recall. These events] [added: recall, which] included [removed: the creation of the Compensation Program, as well as] various investigations, inquiries and complaints from constituents. |

| | [removed: 2017] [added: 2018] | | | | [added: 2017] | | | | 2016 | | | [removed: | | | | | 2015 | | | | | | |]

| Diluted earnings (loss) per common share | $ | [removed: (3,880] [added: 7,916] | [removed: )] | | $ | [removed: (2.60] [added: 5.53] | [removed: )] | | $ | [removed: 9,427] [added: (3,880] | [added: )] | | $ | [removed: 6.00] [added: (2.60] | [added: )] | | $ | [removed: 9,686] [added: 9,427] | | | $ | [removed: 5.91] [added: 6.00] | |

| Diluted [removed: (earnings)] loss per common share – discontinued operations | [removed: 4,212] [added: 70] | | | | [removed: 2.82] [added: 0.05] | | | | [removed: 1] [added: 4,212] | | | | [removed: —] [added: 2.82] | | | | [removed: (25] [added: 1] | | [removed: )] | | [removed: (0.02] [added: —] | | [removed: )] |

| [removed: All other adjustments(a)] [added: Adjustments(a)] | [removed: 654] [added: 2,905] | | | | [removed: 0.44] [added: 2.03] | | | | [removed: 300] [added: 654] | | | | [removed: 0.19] [added: 0.44] | | | | [removed: 3,199] [added: 300] | | | | [removed: 1.95] [added: 0.19] | | |

| Tax effect on adjustments(b) | [removed: (208] [added: (416] | | ) | | [removed: (0.14] [added: (0.29] | | ) | | [removed: (114] [added: (208] | | ) | | [removed: (0.07] [added: (0.14] | | ) | | [removed: (201] [added: (114] | | ) | | [removed: (0.13] [added: (0.07] | | ) |

| Tax adjustments(c) | [removed: 9,099] [added: (1,111] | | [added: )] | | [removed: 6.10] [added: (0.78] | | [added: )] | | [removed: —] [added: 9,099] | | | | [removed: —] [added: 6.10] | | | | [removed: (4,001] [added: —] | | [removed: )] | | [removed: (2.44] [added: —] | | [removed: )] |

| EPS-diluted-adjusted | $ | [removed: 9,877] [added: 9,364] | | | $ | [removed: 6.62] [added: 6.54] | | | $ | [removed: 9,614] [added: 9,877] | | | $ | [removed: 6.12] [added: 6.62] | | | $ | [removed: 8,209] [added: 9,614] | | | $ | [removed: 5.00] [added: 6.12] | |

| (a) | Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of [added: the] MD&A for adjustment details. |

| (c) | In the year ended December 31, [added: 2018 the adjustment consists of: (1) a non-recurring tax benefit related to foreign earnings; and (2) tax effects related to U.S. tax reform legislation. In the year ended December 31,] 2017 [removed: these adjustments consist] [added: the adjustment consisted] of the tax expense of $7.3 billion related to U.S. tax reform legislation and the establishment of a valuation allowance against deferred tax assets of $2.3 billion that [removed: will] [added: are] no longer [removed: be] realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements. [removed: In the year ended December 31, 2015 these adjustments primarily consist of the tax benefit related to the valuation allowance reversal in Europe.] These adjustments were excluded because impacts of tax legislation and valuation allowances are not considered part of our core operations. |

| | [removed: 2017 | | | | | | | | |] [added: 2018] | | [removed: 2016] | | | | | | [added: 2017] | | | | | [removed: 2015] | | | [added: 2016] | | | | | | |

| | Income before income taxes | | | | Income tax expense | | | | Effective tax rate | | | Income before income taxes | | | | Income tax expense | | | | Effective tax rate | | | Income before income taxes | | | | Income tax expense [removed: (benefit)] | | | | Effective tax rate | |

| Effective tax rate | $ | [removed: 11,863] [added: 8,549] | | | $ | [removed: 11,533] [added: 474] | | | [removed: 97.2] [added: 5.5] | % | | $ | [removed: 12,008] [added: 11,863] | | | $ | [removed: 2,739] [added: 11,533] | | | [removed: 22.8] [added: 97.2] | % | | $ | [removed: 8,371] [added: 12,008] | | | $ | [removed: (1,219] [added: 2,739] | [removed: )] | | [removed: (14.6] [added: 22.8] | [removed: )%] [added: %] |

| Adjustments(a) | [removed: 654] [added: 2,946] | | | | [removed: 208] [added: 416] | | | | | | | [removed: 300] [added: 654] | | | | [removed: 114] [added: 208] | | | | | | | [removed: 2,750] [added: 300] | | | | [removed: 201] [added: 114] | | | | | |

| Tax adjustments(b) | | | | | [removed: (9,099] [added: 1,111] | | [removed: )] | | | | | | | | | [removed: —] [added: (9,099] | | [added: )] | | | | | | | | | [removed: 4,001] [added: —] | | | | | |

| ETR-adjusted | $ | [removed: 12,517] [added: 11,495] | | | $ | [removed: 2,642] [added: 2,001] | | | [removed: 21.1] [added: 17.4] | % | | $ | [removed: 12,308] [added: 12,517] | | | $ | [removed: 2,853] [added: 2,642] | | | [removed: 23.2] [added: 21.1] | % | | $ | [removed: 11,121] [added: 12,308] | | | $ | [removed: 2,983] [added: 2,853] | | | [removed: 26.8] [added: 23.2] | % |

| (b) | Refer to the reconciliation of diluted earnings (loss) per common share under U.S. GAAP to EPS-diluted-adjusted within this section of [added: the] MD&A for adjustment details. |

| Net income (loss) attributable to stockholders | $ | [removed: (3.9] [added: 8.0] | [removed: )] | | $ | [removed: 9.4] [added: (3.9] | [added: )] | | $ | [removed: 9.7] [added: 9.4] | |

| Average [removed: equity] [added: equity(a)] | $ | [removed: 42.2] [added: 37.4] | | | $ | [removed: 43.6] [added: 42.2] | | | $ | [removed: 37.0] [added: 43.6] | |

| ROE | [removed: (9.2] [added: 21.4] | | [removed: )%] [added: %] | | [removed: 21.6] [added: (9.2] | | [removed: %] [added: )%] | | [removed: 26.2] [added: 21.6] | | % |

Core EBIT-adjusted begins with EBIT-adjusted and excludes the EBIT-adjusted results of GM Cruise.

The measure was changed to align with segment reporting.

All periods presented have been recast to reflect the changes.

automotive net income tax assets during the same period.

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.

| Transformation activities(a) | 1,327 | | | | — | | | | — | | |

| GMI restructuring(b) | 1,138 | | | | 540 | | | | — | | |

| (a) | These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility, and drive significant cost efficiencies. The adjustments primarily consist of employee separation charges and accelerated depreciation. |

The following table reconciles EBIT-adjusted to Core EBIT-adjusted:

| EBIT-adjusted(a) | $ | 11,783 | | | $ | 12,844 | | | $ | 12,848 | |

| EBIT loss-adjusted – GM Cruise | 728 | | | | 613 | | | | 171 | | |

| Core EBIT-adjusted | $ | 12,511 | | | $ | 13,457 | | | $ | 13,019 | |

| (a) | Refer to the reconciliation of Net income (loss) 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 year ended December 31, 2018. |

_______

| (a) | Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to stockholders. |

| | 2018 | | | | 2017 | | | | 2016 | | |

| Average equity(b) | $ | 37.4 | | | $ | 42.2 | | | $ | 43.6 | |

| (a) | Refer to the reconciliation of Net income (loss) 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. |

In addition to our EBIT-adjusted margin improvement goal, through 2018 we fully realized our financial targets of $6.5 billion in total annual operational and functional cost savings compared to 2014 costs.

The following table reconciles expected EPS-diluted under U.S. GAAP to expected EPS-diluted-adjusted and includes the future impact of the expected adjustment related to transformation activities:

| | Year Ending December 31, 2019 |

| Diluted earnings per common share | $ 5.17-6.00 |

| Adjustment – transformation activities | 1.17-1.59 |

| Tax effect on adjustment(a) | (0.17-0.26) |

| EPS-diluted-adjusted | $ 6.50-7.00 |

| (a) | The tax effect of the adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates. |

Refer to Item 1A.

We expect transformation activities to drive approximately $6.0 billion of annual cash savings by the end of 2020, resulting from reductions in Automotive and other cost of sales in our consolidated financial statements, as well as reduced capital expenditures.

This target includes approximately $4.5 billion of cost savings, to be achieved through staffing, manufacturing and product initiatives.

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

In November 2018 we announced plans to accelerate steps to improve our overall business performance including the reorganization of global product development staffs, the realignment of manufacturing capacity in response to market-related volume declines in passenger cars and a reduction of our salaried workforce.

We recorded charges of $1.2 billion in the year ended December 31, 2018 and expect to record additional charges of $1.5 billion to $2.0 billion in 2019.

These charges are primarily considered special for EBIT-adjusted, EPS diluted-adjusted, and adjusted automotive free cash flow purposes.

We expect to sustain a strong EBIT-adjusted margin in 2019 on continued strength of the U.S. industry light vehicle sales, favorable vehicle mix and continued focus on overall cost savings partially offset by higher costs associated with commodities and tariffs, as well as pricing pressures.

The UAW contract ratified in November 2015 expires in September 2019.

For discussion of the risks related to a significant labor disruption at one of our facilities, refer to Item 1A.

Risk Factors.

GMI Industry sales in China were 26.5 million units in the year ended December 31, 2018 representing a decrease of 6.3% compared to the corresponding period in 2017.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Core EBIT-adjusted Beginning in 2018, we intend to report a Core EBIT-adjusted metric.

contributions to employee benefit plans.

Refer to the “Liquidity and Capital Resources” section of this MD&A for our reconciliation of Net automotive cash provided by operating activities under U.S. GAAP to this non-GAAP measure.

Core adjusted automotive free cash flow will be 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.

Core adjusted automotive free cash flow begins with adjusted automotive free cash flow and excludes the cash flows of our autonomous vehicle operations, including Cruise, Maven and our investment in Lyft.

| Gain on extinguishment of debt | — | | | | — | | | | (449 | | ) |

| Adjustments | | | | | | | | | | | |

| GMI restructuring(a) | 460 | | | | — | | | | 297 | | |

| Venezuela-related matters(b) | 80 | | | | — | | | | 720 | | |

| Russia exit costs(d) | — | | | | — | | | | 438 | | |

| Other | — | | | | — | | | | (41 | | ) |

| (b) | In the year ended December 31, 2017 this adjustment was excluded because we ceased operations and terminated employment relationships in Venezuela. In the year ended December 31, 2015 this adjustment was excluded because of the devaluation of the Venezuela Bolivar Fuerte (BsF) and our inability to transact to obtain U.S. Dollars. |

| (d) | These adjustments were excluded because of our decision to exit the Russia market in 2015. The Russia exit costs primarily consisted of sales incentives, dealer restructuring and other contract cancellation costs and asset impairments. |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Adjustments | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on extinguishment of debt | — | | | | — | | | | — | | | | — | | | | (449 | | ) | | (0.27 | | ) |

| Total adjustments | 654 | | | | 0.44 | | | | 300 | | | | 0.19 | | | | 2,750 | | | | 1.68 | | |

__________

In addition to our EBIT-adjusted margin improvement goal, our overall financial targets include total annual operational and functional cost savings of $6.5 billion through 2018 compared to 2014 costs, of which approximately $5.5 billion has been realized as of December 31, 2017, and which will more than offset our planned incremental investments in brand building, engineering and technology as we launch new products; and execution of our capital allocation program as described in the "Liquidity and Capital Resources" section of this MD&A.

We do not consider the potential future impact of adjustments on our expected financial results.

We expect core EBIT-adjusted and core adjusted automotive free cash flow to be in line with 2017.

Core consists of all operations excluding our autonomous vehicle operations, including Cruise, Maven car sharing entities, and our investment in Lyft.

Refer to Item1A.

As we continue to assess our performance, additional restructuring and rationalization actions may be required or determination may be made that the carrying amount of our long-lived assets may not be recoverable in certain of these countries.

We achieved EBIT-adjusted margins of 10.7% on continued strength of U.S. industry light vehicle sales, key product launches and continued focus on overall cost savings.

We expect to sustain an EBIT-adjusted margin of 10% in 2018 on continued strength of U.S. industry light vehicle sales, favorable mix of full-size trucks and crossovers relative to passenger cars, key product launches and continued focus on overall cost savings.

GMI In the year ended December 31, 2017 China industry sales were 28.3 million units and our market share was 14.3%.

We expect low industry growth in 2018 and continuation of pricing pressures, which will continue to pressure margins.

In May 2017 we announced several restructuring actions in GMI which were primarily related to the withdrawal of Chevrolet from the Indian and South African markets at the end of 2017 and the transition of our South African manufacturing operations to Isuzu Motors.

These actions occurred as a result of a strategic decision to focus resources on opportunities expected to deliver higher returns.

In May 2017 we deconsolidated our business in Venezuela which resulted in a charge of $0.1 billion during the year ended December 31, 2017.

GM Korea Company (GM Korea) entered into a collectively bargained wage agreement which was ratified by its union in January 2018.

The impact of the agreement was not material to our consolidated financial statements.

We have had recent discussions with key stakeholders in GM Korea, including its minority owners and union, regarding the need to improve GM Korea's financial and operational performance.

As we strategically assess our performance and the manner in which we operate in Korea and certain other countries, additional restructuring and rationalization actions may be required and may have a material impact on our results of operations.

On November 15, 2016, we filed a petition for inconsequentiality and request for deferral of determination regarding those GMT900 vehicles.

On November 28, 2016, NHTSA granted GM’s deferral request in connection with this petition.

The deferral provides GM until August 31, 2017 to present evidence and analysis that our vehicles do not pose an unreasonable risk to motor vehicle safety.

For options and other instruments with nonlinear returns, models appropriate to these types of instruments are utilized to determine the effect [removed: of market shifts.]

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 [removed: pairs,] [added: exposures,] offsetting long-short positions in currency [removed: pairs] or other exposures such as interest rates which may significantly reduce the potential loss in value.

At December 31, [removed: 2017] [added: 2018] our most significant foreign currency exposures were [added: between] the U.S. [removed: Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, Euro/U.S.] [added: Dollar and the Canadian] Dollar, [removed: U.S. Dollar/Chinese] [added: Brazilian Real, Euro, Chinese] Yuan, Australian [removed: Dollar/U.S. Dollar] [added: Dollar, Mexican Peso,] and [removed: U.S. Dollar/Argentine] [added: Argentine] Peso.

Such contracts had remaining maturities of up to 12 months at December 31, [removed: 2017.][added: 2018.]

The net fair value liability of financial instruments with exposure to foreign currency risk was [added: $0.9 billion and] $0.8 billion at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

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 $0.1 billion [removed: and $0.2 billion] at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

We had foreign currency derivatives [removed: in asset positions] with notional amounts of [removed: $2.8 billion and $5.3 billion and in liability positions with notional amounts of $1.2] [added: $2.7] billion and [removed: $0.5] [added: $4.0] billion at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

| Translation (gains) losses recorded in Accumulated other comprehensive loss | $ | [removed: (275] [added: 353] | [removed: )] | | $ | [removed: 176] [added: (275] | [added: )] |

| Transaction and remeasurement losses recorded in earnings | $ | [removed: 43] [added: 156] | | | $ | [removed: 225] [added: 43] | |

We did not have any interest rate swap positions to manage interest rate exposures in our automotive operations at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

The fair value liability of debt and capital leases was [removed: $15.1] [added: $13.5] billion and [removed: $11.4] [added: $15.1] billion at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been [removed: $0.7] [added: $0.8] billion and [removed: $0.5] [added: $0.7] billion at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

We had marketable securities of [removed: $8.3] [added: $6.0] billion and [removed: $11.8] [added: $8.3] billion classified as available-for-sale at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

The potential decrease in fair value from a 50 basis point increase in interest rates would have had an insignificant effect at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

[removed: With the expansion of our International and North America Asset Liability Committees in 2015 to incorporate more asset-liability management strategies, we now] [added: Quantitative Disclosure We] measure the sensitivity of our 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.

Therefore, the actual impact to [removed: economic value of equity] [added: net interest income] could be higher or lower than the results detailed in the table below.

During a period of falling interest rates, we would expect [added: our net interest income to initially decrease.]

| One hundred basis points instantaneous increase in interest rates | $ | [removed: 19.4] [added: 10.7] | | | $ | [removed: (43.9] [added: 19.4] | [removed: )] |

| One hundred basis points instantaneous decrease in interest rates(a) | $ | [removed: (19.4] [added: (10.7] | ) | | $ | [removed: 43.9] [added: (19.4] | [added: )] |

GM Financial had foreign currency swaps [removed: in asset positions] with notional amounts of [removed: $2.8] [added: $3.9] billion and [removed: an insignificant amount and in liability positions with notional amounts of an insignificant amount and $0.8] [added: $2.8] billion at December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

| Translation (gains) losses recorded in Accumulated other comprehensive loss | $ | [removed: (474] [added: 291] | [removed: )] | | $ | [removed: 144] [added: (474] | [added: )] |

| Transaction and remeasurement [removed: losses] [added: losses, net] recorded in earnings | $ | [removed: 9] [added: 12] | | | $ | [removed: 4] [added: 9] | |

To the [removed: shareholders] [added: Shareholders] and the Board of Directors of General Motors [removed: Company:][added: Company]

We have audited [removed: the] [added: General Motors Company and subsidiaries’] internal control over financial reporting [removed: of General Motors Company and subsidiaries (the "Company")] as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: –] [added: -] Integrated Framework [removed: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (2013 framework) (the COSO criteria).]

In our opinion, [removed: the] [added: General Motors] Company [added: and subsidiaries (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on [removed: criteria established in Internal Control – Integrated Framework (2013) issued by COSO.][added: the COSO criteria.]

We [removed: have] also [added: have] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: consolidated financial statements] [added: Consolidated Balance Sheet of the Company] as of [added: December 31, 2018, the related Consolidated Statements of Income, Comprehensive Income, Cash Flows] and [added: Equity] for the year ended December 31, [removed: 2017, of] [added: 2018, and] the [removed: Company] [added: related notes] and our report dated February 6, [removed: 2018] [added: 2019] expressed an unqualified opinion [removed: on those financial statements.][added: thereon.]

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 [removed: reporting,] [added: reporting] included in the accompanying Management’s Report on Internal Control over Financial Reporting.

| /s/ [removed: DELOITTE] [added: Deloitte] & [removed: TOUCHE] [added: Touche] LLP | [added: |]

We have audited the accompanying Consolidated Balance [removed: Sheets] [added: Sheet] of General Motors Company and subsidiaries (the "Company") as of December 31, [removed: 2017 and 2016,] [added: 2017,] the related Consolidated Statements of Income, Comprehensive Income, Cash Flows, and Equity for [removed: each of] the [removed: three] years [removed: in the period] ended December 31, [removed: 2017,] [added: 2017] and [added: 2016, and] the related notes (collectively referred to as the "financial statements").

In our opinion, the [added: 2017 and 2016] financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017 and 2016,] [added: 2017,] and the results of its operations and its cash flows for [removed: each of] the [removed: three] years [removed: in the period] ended December 31, [removed: 2017,] [added: 2017 and 2016,] in conformity with accounting principles generally accepted in the United States of America.

We [removed: have] also [added: 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, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: –] [added: -] Integrated Framework [removed: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission [added: (2013 framework)] and our report dated February 6, [removed: 2018] [added: 2019] expressed an unqualified opinion [removed: on the Company's internal control over financial reporting.][added: thereon.]

[added: |] We have served as the Company's auditor since [removed: 1918.][added: 2017. |]

of market shifts.

| | 2018 | | | | 2017 | | |

| | 2018 | | | | 2017 | | |

| | 2018 | | | | 2017 | | |

We have audited the accompanying Consolidated Balance Sheet of General Motors Company and subsidiaries (the Company) as of December 31, 2018, the related Consolidated Statements of Income, Comprehensive Income, Cash Flows, and Equity for the year ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Adoption of Accounting Standards Update (ASU) No. 2014-09

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers in 2018 due to the adoption of ASU No. 2014-09, "Revenue from Contracts with Customers," as amended.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our audit 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.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

| /s/ ERNST & YOUNG LLP |

| February 6, 2019 |

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

We conducted our audit in accordance with the standards of the PCAOB.

We believe that our audit provides a reasonable basis for our opinion.

| |

| |

| /s/ ERNST & YOUNG LLP |

| |

| February 6, 2019 |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

Basis for Opinion

These financial statements are the responsibility of the Company's management.

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.

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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

| | |

| --- | --- |

| | |

| | |

| Detroit, Michigan | |

| February 6, 2018 (July 25, 2018 as to Note 25, Segment Reporting) | |

We began serving as the Company's auditor in 1918.

In 2018 we became the predecessor auditor.

| | 2017 | | | | 2016 | | |

Quantitative Disclosure We have historically presented a quantitative measure of our interest rate risk in a tabular disclosure of our interest-sensitive assets and liabilities.

our net interest income to initially decrease.

| February 6, 2018 |

We design, build and sell [removed: cars,] trucks, [removed: crossovers] [added: crossovers, cars] and automobile parts worldwide.

On October 31, 2017 we closed the sale of the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. The European Business [removed: was previously reported] [added: is presented] as [added: discontinued operations in] our [removed: GM Europe (GME) segment and part of GM Financial.][added: consolidated financial statements for all periods presented.]

Automotive Our automotive operations meet the demands of our customers through our automotive segments: [removed: GMNA] [added: GM North America (GMNA)] and [removed: GMI.][added: GM International (GMI).]

We present both wholesale and [removed: retail] [added: total] vehicle sales data to assist in the analysis of our revenue and our market share.

Wholesale vehicle sales [removed: data, which represents sales directly to dealers and others, including sales to fleet customers, is the measure that] [added: data] correlates to our revenue [added: recognized] from the sale of vehicles, which is the largest component of Automotive net sales and revenue.

In the year ended December 31, [removed: 2017 39%] [added: 2018 36%] of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes [removed: total] wholesale vehicle sales [removed: of new vehicles] by automotive segment (vehicles in thousands):

| | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2015] [added: 2016] | | | | |

| GMNA(a) | [removed: 3,511] [added: 3,555] | | | [removed: 73.5] [added: 75.5] | % | | [removed: 3,958] [added: 3,511] | | | [removed: 75.9] [added: 73.5] | % | | [removed: 3,558] [added: 3,958] | | | [removed: 72.2] [added: 75.9] | % |

| GMI(b) | [removed: 1,267] [added: 1,152] | | | [removed: 26.5] [added: 24.5] | % | | [removed: 1,255] [added: 1,267] | | | [removed: 24.1] [added: 26.5] | % | | [removed: 1,372] [added: 1,255] | | | [removed: 27.8] [added: 24.1] | % |

| Total | [removed: 4,778] [added: 4,707] | | | 100.0 | % | | [removed: 5,213] [added: 4,778] | | | 100.0 | % | | [removed: 4,930] [added: 5,213] | | | 100.0 | % |

| Discontinued operations | [removed: 696] [added: —] | | | | | | [removed: 1,199] [added: 696] | | | | | | [removed: 1,140] [added: 1,199] | | | | |

| (a) | Wholesale vehicle sales related to transactions with the European Business were insignificant for the years ended December 31, [removed: 2017, 2016] [added: 2017] and [removed: 2015.] [added: 2016.] |

| (b) | Wholesale vehicle sales include [removed: 131, 128] [added: 131] and [removed: 181] [added: 128] vehicles related to [removed: the] transactions with the European Business for the years ended December 31, [removed: 2017, 2016] [added: 2017] and [removed: 2015.] [added: 2016.] |

[removed: However retail vehicle sales data] [added: recognize during a particular period, we believe it] is indicative of the underlying demand for our vehicles.

[removed: Retail] [added: Total] vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on [removed: the] [added: our] percentage [removed: of] ownership [added: 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 [removed: ventures.][added: ventures, which are included in the total vehicle sales we report for China.]

The following table summarizes total industry [removed: retail sales, or estimated sales where retail] [added: vehicle] sales [removed: volume is not available, of vehicles] and our related competitive position by geographic region (vehicles in thousands):

| | [removed: 2017] [added: 2018] | | | | | | | | | [removed: 2016] [added: 2017] | | | | | | | | | [removed: 2015] [added: 2016] | | | | | | | |

| United States | [removed: 17,567] [added: 17,694] | | | [removed: 3,002] [added: 2,954] | | | [removed: 17.1] [added: 16.7] | % | | [removed: 17,886] [added: 17,570] | | | [removed: 3,043] [added: 3,002] | | | [removed: 17.0] [added: 17.1] | % | | [removed: 17,864] [added: 17,886] | | | [removed: 3,082] [added: 3,043] | | | [removed: 17.3] [added: 17.0] | % |

| Other | [removed: 3,981] [added: 3,835] | | | [removed: 574] [added: 536] | | | [removed: 14.4] [added: 14.0] | % | | [removed: 3,993] [added: 3,986] | | | [removed: 587] [added: 574] | | | [removed: 14.7] [added: 14.4] | % | | [removed: 3,666] [added: 3,993] | | | [removed: 530] [added: 587] | | | [removed: 14.5] [added: 14.7] | % |

| Total North America(a) | [removed: 21,548] [added: 21,529] | | | [removed: 3,576] [added: 3,490] | | | [removed: 16.6] [added: 16.2] | % | | [removed: 21,879] [added: 21,556] | | | [removed: 3,630] [added: 3,576] | | | 16.6 | % | | [removed: 21,530] [added: 21,879] | | | [removed: 3,612] [added: 3,630] | | | [removed: 16.8] [added: 16.6] | % |

| China(b) | [removed: 28,250] [added: 26,466] | | | [removed: 4,041] [added: 3,645] | | | [removed: 14.3] [added: 13.8] | % | | [removed: 28,274] [added: 28,231] | | | [removed: 3,914] [added: 4,041] | | | [removed: 13.8] [added: 14.3] | % | | [removed: 25,050] [added: 28,274] | | | [removed: 3,730] [added: 3,914] | | | [removed: 14.9] [added: 13.8] | % |

| Total Asia/Pacific, Middle East and Africa(a) | [removed: 49,317] [added: 48,718] | | | [removed: 4,670] [added: 4,200] | | | [removed: 9.5] [added: 8.6] | % | | [removed: 48,873] [added: 49,518] | | | [removed: 4,634] [added: 4,670] | | | [removed: 9.5] [added: 9.4] | % | | [removed: 46,441] [added: 48,876] | | | [removed: 4,629] [added: 4,634] | | | [removed: 10.0] [added: 9.5] | % |

| Brazil | [removed: 2,239] [added: 2,566] | | | [removed: 394] [added: 434] | | | [removed: 17.6] [added: 16.9] | % | | [removed: 2,050] [added: 2,239] | | | [removed: 346] [added: 394] | | | [removed: 16.9] [added: 17.6] | % | | [removed: 2,568] [added: 2,050] | | | [removed: 388] [added: 346] | | | [removed: 15.1] [added: 16.9] | % |

| Other | [removed: 1,927] [added: 1,919] | | | [removed: 275] [added: 256] | | | [removed: 14.3] [added: 13.3] | % | | [removed: 1,623] [added: 1,928] | | | [removed: 237] [added: 275] | | | [removed: 14.6] [added: 14.3] | % | | [removed: 1,619] [added: 1,623] | | | [removed: 257] [added: 237] | | | [removed: 15.9] [added: 14.6] | % |

| Total South America(a) | [removed: 4,166] [added: 4,485] | | | [removed: 669] [added: 690] | | | [removed: 16.1] [added: 15.4] | % | | [removed: 3,673] [added: 4,167] | | | [removed: 583] [added: 669] | | | [removed: 15.9] [added: 16.1] | % | | [removed: 4,187] [added: 3,673] | | | [removed: 645] [added: 583] | | | [removed: 15.4] [added: 15.9] | % |

| Total Europe | [removed: 19,149] [added: 19,045] | | | [removed: 685] [added: 4] | | | [removed: 3.6] [added: —] | % | | [removed: 18,620] [added: 19,190] | | | [removed: 1,161] [added: 685] | | | [removed: 6.2] [added: 3.6] | % | | [removed: 17,463] [added: 18,620] | | | [removed: 1,099] [added: 1,161] | | | [removed: 6.3] [added: 6.2] | % |

| Cars | [removed: 6,145] [added: 5,361] | | | [removed: 709] [added: 560] | | | [removed: 11.5] [added: 10.4] | % | | [removed: 6,897] [added: 6,145] | | | [removed: 890] [added: 709] | | | [removed: 12.9] [added: 11.5] | % | | [removed: 7,475] [added: 6,897] | | | [removed: 931] [added: 890] | | | [removed: 12.5] [added: 12.9] | % |

| Crossovers | [removed: 6,383] [added: 6,972] | | | [removed: 965] [added: 1,034] | | | [removed: 15.1] [added: 14.8] | % | | [removed: 6,078] [added: 6,384] | | | [removed: 828] [added: 965] | | | [removed: 13.6] [added: 15.1] | % | | [removed: 5,714] [added: 6,078] | | | [removed: 877] [added: 828] | | | [removed: 15.4] [added: 13.6] | % |

| Total United States | [removed: 17,567] [added: 17,694] | | | [removed: 3,002] [added: 2,954] | | | [removed: 17.1] [added: 16.7] | % | | [removed: 17,886] [added: 17,570] | | | [removed: 3,043] [added: 3,002] | | | [removed: 17.0] [added: 17.1] | % | | [removed: 17,864] [added: 17,886] | | | [removed: 3,082] [added: 3,043] | | | [removed: 17.3] [added: 17.0] | % |

| SGMS | | | | [removed: 1,906] [added: 1,749] | | | | | | | | | [removed: 1,806] [added: 1,906] | | | | | | | | | [removed: 1,711] [added: 1,806] | | | | |

| SGMW and FAW-GM | | | | [removed: 2,135] [added: 1,896] | | | | | | | | | [removed: 2,108] [added: 2,135] | | | | | | | | | [removed: 2,019] [added: 2,108] | | | | |

| Total China | [removed: 28,250] [added: 26,466] | | | [removed: 4,041] [added: 3,645] | | | [removed: 14.3] [added: 13.8] | % | | [removed: 28,274] [added: 28,231] | | | [removed: 3,914] [added: 4,041] | | | [removed: 13.8] [added: 14.3] | % | | [removed: 25,050] [added: 28,274] | | | [removed: 3,730] [added: 3,914] | | | [removed: 14.9] [added: 13.8] | % |

| (a) | Sales of Opel/Vauxhall outside of Europe were insignificant in the years ended December 31, [removed: 2017, 2016] [added: 2017] and [removed: 2015.] [added: 2016.] |

| (b) | [removed: Our China] [added: Includes] sales [removed: include] [added: by] the Automotive China JVs SAIC General Motors Sales Co., Ltd. (SGMS), SAIC GM Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM). In the [removed: three months ended March 31, 2017 we began using estimated vehicle registrations data as the basis for calculating industry volume and market share in China. In the years] [added: year] ended December 31, 2016 [removed: and 2015] wholesale volumes were used for Industry, GM and Market Share. Our [removed: retail] [added: total vehicle] sales in China were 3,871 [removed: and 3,613] in the [removed: years] [added: year] ended December 31, [removed: 2016 and 2015.] [added: 2016.] |

| (c) | Includes Industry and GM sales in India and South [removed: Africa. As of December 31, 2017] [added: Africa where] we [removed: have] ceased [added: vehicle] sales [removed: of Chevrolet] for [removed: the] [added: those] domestic markets [removed: in India and South Africa.] [added: as of December 31, 2017.] |

| (d) | [removed: We do not currently export vehicles to] Cuba, Iran, North Korea, Sudan [removed: or Syria.] [added: and Syria are subject to broad economic sanctions.] Accordingly these countries are excluded from industry sales data and corresponding calculation of market share. |

In the year ended December 31, [removed: 2017] [added: 2018] we estimate we had the [removed: largest] [added: number one] market share in [added: each of] North America and South America, and the number three market share in the Asia/Pacific, Middle East and Africa region, which included the number two market share in China.

[removed: The] [added: As discussed above, total vehicle] sales and market share data provided in the table above includes [removed: both] fleet [removed: vehicle sales and sales to retail customers.][added: vehicles.]

Certain fleet transactions, particularly sales to daily rental car companies, are generally less profitable than [added: retail] sales to [removed: retail] [added: end] customers.

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.

Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers who purchase new vehicles from dealers or distributors); (2) fleet sales, such as sales to large and small businesses, governments, and daily rental car companies; and (3) vehicles used by dealers in their businesses, including courtesy transportation vehicles.

While total vehicle sales data does not correlate directly to the revenue we

Total vehicle sales data represents management's good faith estimate based on sales reported by GM's 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.

| Other(c) | 22,252 | | | 555 | | | 2.5 | % | | 21,287 | | | 629 | | | 3.0 | % | | 20,602 | | | 720 | | | 3.5 | % |

| Total in GM markets | 74,732 | | | 8,380 | | | 11.2 | % | | 75,241 | | | 8,915 | | | 11.8 | % | | 74,428 | | | 8,847 | | | 11.9 | % |

| Total Worldwide(d) | 93,777 | | | 8,384 | | | 8.9 | % | | 94,431 | | | 9,600 | | | 10.2 | % | | 93,048 | | | 10,008 | | | 10.8 | % |

| Trucks | 5,361 | | | 1,360 | | | 25.4 | % | | 5,041 | | | 1,328 | | | 26.3 | % | | 4,911 | | | 1,325 | | | 27.0 | % |

Beginning January 1, 2018, a significant portion of the sales to daily rental car companies are recorded as sales at the time of delivery to daily rental car companies.

Cross-segment part sharing is an essential enabler to optimize our current vehicle portfolio, as we expect that more than 75% of our global sales volume will come from five vehicle architectures by early next decade.

In November 2018 we announced plans to transform our product development and optimize our product portfolio.

We are evolving our global product development workforce and processes to drive world-class levels of engineering in advanced technologies and to improve quality and speed to market.

Car- and Ride-Sharing Maven is a shared vehicle marketplace that leverages a versatile software and operational platform to provide members with on-demand access to vehicles through two primary services, Maven Gig and Maven Car Sharing.

Maven Gig allows members to access vehicles that can be used in ride-sharing and delivery with companies such as Uber Technologies Inc. and GrubHub Inc. Maven Car Sharing is a consumer service that provides on-demand access to Maven owned and peer-owned vehicles through a new peer-to-peer car-sharing offering.

Maven now has 190,000 members.

An example of advanced technology is Super Cruise, a driver assistance feature that enables hands-free driving on the highway, which will be expanded to all Cadillac models, with roll-out beginning in 2020.

Gated by safety and regulation, we continue to make rapid progress toward commercialization of a network of on-demand autonomous vehicles in the U.S.

In January 2018 we revealed the Cruise AV, a production-intent self-driving vehicle that was engineered from the start to operate safely on its own, with no driver.

In May 2018 SoftBank Vision Fund (The Vision Fund) agreed to invest in GM Cruise, our global segment responsible for the development and commercialization of autonomous vehicle technology.

In addition, in October 2018 we reached an agreement to work jointly with Honda Motor Co., Ltd (Honda) to fund and develop a shared autonomous vehicle (SAV) for GM Cruise that can serve a wide variety of use cases and be manufactured at high volume.

For additional information on third-party investments in GM Cruise, refer to the Overview section of the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

of running on high ethanol blends.

OnStar and Vehicle Connectivity OnStar, LLC (OnStar) provides subscription-based and complementary services to more than 20 million connected vehicles globally.

OnStar also offers additional connectivity packages that include remote vehicle access through a mobile application, on-demand vehicle diagnostics, connected navigation and 4G LTE wireless connectivity.

We continue to experience higher commodity costs and anticipate higher costs associated with tariffs.

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, as well as the requirement that increasing percentages of Zero Emission Vehicle (ZEVs) must be sold in California.

Thirteen states have adopted California emission standards, and ten

The majority of cities that have announced plans to implement China 6 early have projected implementation in July 2019, but one city has indicated implementation in the three months ended March 31, 2019.

For additional information, refer to Item 1A.

Risk Factors.

For additional information, refer to Note 22 to our consolidated financial statements.

The EPA and NHTSA also regulate the fuel efficiency and GHG emissions of medium- and heavy-duty vehicles, imposing more stringent standards over time.

In Canada, light-duty and heavy-duty GHG regulations are currently patterned after the existing EPA GHG emission standards.

However, with both the U.S. and Canadian governments reviewing potential changes to these existing regulations and the difference in each country's climate change policies, there is an increased risk that future Canadian light-duty GHG regulations may not be aligned with future EPA regulations.

However, on December 12, 2018 CARB amended this regulation to clarify that, in the event the EPA alters the GHG stringency by means of the now-pending EPA GHG rulemaking, compliance with the EPA's GHG emissions standards will no longer be deemed in compliance with CARB's requirements.

As a result, depending on the outcome of the EPA GHG rulemaking and finality of CARB's regulatory amendment in the future GM might be required to meet California standards that are different than the EPA GHG standards.

The NEV Mandate requirement for 2021 to 2025 currently is being developed with a goal of NEV volume reaching 20% of total vehicle volume in 2025.

In 2018, several wind farms totaling approximately 250 megawatts now match the load of GM facilities in Texas, Ohio and Indiana.

Global treaties and initiatives such as the Stockholm, Basel and Rotterdam

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, and several U.S. states have chemical management regulations that can affect vehicle design such as the California and Washington laws banning the use of copper in brake friction material.

The European Business is presented as discontinued operations in our consolidated financial statements for all periods presented.

The assets and liabilities of the European Business are presented as held for sale in our consolidated financial statements as of December 31, 2016.

Segment Reporting Data During the three months ended December 31, 2017, we changed our automotive segments as a result of changes in our organizational structure and the evolution of our business resulting from the sale of the Opel/Vauxhall Business and the various strategic actions taken in the GM International Operations (GMIO) region.

As a result, our GM South America (GMSA) and GMIO operating segments are now reported as one, combined reportable international segment, GM International (GMI).

Our GM North America (GMNA) and GM Financial segments were not impacted.

All periods presented have been recast to reflect the changes.

Operating segment data and principal geographic area data for the years ended December 31, 2017, 2016 and 2015 are summarized in Note 24 to our consolidated financial statements.

Wholesale vehicle sales exclude vehicles sold by joint ventures.

Retail vehicle sales data, which represents sales to end customers based upon the good faith estimates of management, including sales to fleet customers, does not correlate directly to the revenue we recognize during the period.

Market share information is based primarily on retail vehicle sales volume.

In countries where retail vehicle sales data is not readily available, other data sources such as wholesale or forecast volumes are used to estimate retail vehicle sales to end customers.

Retail vehicle sales data includes vehicles used by dealers under courtesy transportation programs and vehicles sold through the dealer registration channel, primarily in Europe.

This sales channel consists primarily of dealer demonstrator, loaner and self-registered vehicles which are not eligible to be sold as new vehicles after being registered by dealers.

Certain fleet sales that are accounted for as operating leases are included in retail vehicle sales at the time of delivery to daily rental car companies.

| Other(c) | 21,067 | | | 629 | | | 3.0 | % | | 20,599 | | | 720 | | | 3.5 | % | | 21,391 | | | 899 | | | 4.2 | % |

| Total in GM markets | 75,031 | | | 8,915 | | | 11.9 | % | | 74,425 | | | 8,847 | | | 11.9 | % | | 72,158 | | | 8,886 | | | 12.3 | % |

| Total Worldwide(d) | 94,180 | | | 9,600 | | | 10.2 | % | | 93,045 | | | 10,008 | | | 10.8 | % | | 89,621 | | | 9,985 | | | 11.1 | % |

| Trucks | 5,039 | | | 1,328 | | | 26.4 | % | | 4,911 | | | 1,325 | | | 27.0 | % | | 4,675 | | | 1,274 | | | 27.2 | % |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Years Ended December 31, | | | | | | | |

The following table summarizes United States fleet sales (vehicles in thousands):

| Daily rental sales | 282 | | | 327 | | | 400 | |

| Other fleet sales | 296 | | | 269 | | | 278 | |

| Total fleet sales | 578 | | | 596 | | | 678 | |

Cross-segment part sharing is an essential enabler to our Vehicle Set Strategy, designed to reduce our overall number of global vehicle architectures to four major vehicle sets.

In October 2017 we announced our plans to launch more than 20 new Zero Emission Vehicles (ZEVs) in global markets by 2023, including two in the next 18 months.

Car- and Ride-Sharing Our car-sharing brand Maven gives customers access to highly personalized, on-demand mobility services.

Maven offers three different types of consumer and commercial services.

Maven Gig allows members to earn money on their own terms by providing a vehicle that can be used to deliver goods or ride-sharing services provided by Lyft, Inc. (Lyft) and Uber Technologies Inc. Maven City offers vehicles with dedicated parking spots for easy city driving with the cost of gas or electric charging included.

Vehicles are available by the hour, day, week or month.

Maven Home provides on-site car sharing for residential communities.

An example of advanced automation is Super Cruise, a hands-free driving customer convenience feature that is available on the 2018 Cadillac CT6 sedan.

Additionally, we plan to develop an integrated network of on-demand autonomous vehicles in the U.S. In November

2017 we announced that our growing fleet of test vehicles will accumulate a significant number of miles in 2018, and based on our current rate of change we expect commercial launch at scale in dense urban environments in 2019.

OnStar OnStar is a wholly-owned subsidiary of GM serving more than 7 million subscribers.

OnStar is a provider of connected safety, security and mobility solutions and advanced information technology and is available on the majority of our 2018 model year vehicles.

While we believe all of our products are designed and manufactured

The U.S. federal government imposes stringent emission control requirements on vehicles sold in the U.S., and various state governments impose additional emission requirements established by California.

CARB's latest emission requirements include more stringent exhaust emission and evaporative emission standards including an increase in ZEVs which must be offered for sale in California.

Refer to the discussion in the Litigation-Related Liability and Tax Administrative Matters section in Note [removed: 17] [added: 16] to our consolidated financial statements for information relating to legal proceedings.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its company Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] 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 [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: a] smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer”, “small] [added: filer,” “smaller] reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 [removed: $51.2] [added: $55.5] billion as of June 30, [removed: 2017.][added: 2018.]

| Item 1. | Business | | [removed: [1](#sC764737D14AC58F2A4C98D6C886D8517)] [added: [1](#sEE69C7CCD55E5E6AA4B852FB91E38BAB)] |

| Item 1A. | Risk Factors | | [removed: [10](#sA5C7F58414BB56F6B4A51545DAF08BF8)] [added: [10](#s59AA29B547C3533CA4DE29CF7843E57B)] |

| Item 1B. | Unresolved Staff Comments | | [removed: [16](#sE265D48206E35FD2BCE9CE086DC48AEF)] [added: [17](#s86B92000C1CC560990BA0641DF580ADD)] |

| Item 2. | Properties | | [removed: [16](#sCF43468644425EE2B3DBB6136EA5AEC7)] [added: [17](#s1E56D1FD68AC5EE493165D1B747A0127)] |

| Item 3. | Legal Proceedings | | [removed: [16](#sBC776728BB9E532CAFC38D0927F000F9)] [added: [17](#sEB57733E7BB15CD5B0B10A17FCD1E006)] |

| Item 4. | Mine Safety Disclosures | | [removed: [16](#s12C831A330DA53D589679013BCB3522E)] [added: [17](#s96DD8F876C545042B6418446109BA14F)] |

| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | [removed: [17](#s7743AFF942C75ECFBCD73BD192D66E59)] [added: [17](#s01EB9845DF4759788C4BF477D26879BF)] |

| Item 6. | Selected Financial Data | | [removed: [17](#s0AA174D1159B51FA8497F23E7961D044)] [added: [18](#sF35E5241618C512DA6C0AE1B28E12099)] |

| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | [removed: [18](#sF26477147451557D9E9FF47CC8659894)] [added: [19](#sDAC0016FFB5D56B2A0FABEBB2618746D)] |

| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | [removed: [41](#s10A4FCCF2A2A565DAB2B03EE9CD53A52)] [added: [41](#s9AE5293ECCF3538EAEBB8E4E9166716C)] |

| Item 8. | Financial Statements and Supplementary Data | | [removed: [46](#s01A9745A022F569AAE17F724732D738D)] [added: [47](#s408FC596B8735EE386C26B5921ACF377)] |

| | Consolidated Income Statements | | [removed: [46](#s7C53E747D96A5DE58F0B961D5CEFC148)] [added: [47](#sEC98FE4AEAEA5D1DBFEE0BD2A49DC227)] |

| | Consolidated Statements of Comprehensive Income | | [removed: [46](#s7C53E747D96A5DE58F0B961D5CEFC148)] [added: [47](#sEC98FE4AEAEA5D1DBFEE0BD2A49DC227)] |

| | Consolidated Balance Sheets | | [removed: [47](#s80A87A0632F45E18A8C37A56FF610153)] [added: [48](#s1CB8E23434885989A3441E357378BD05)] |

| | Consolidated Statements of Cash Flows | | [removed: [48](#s43FDF008B3155B2CBEFCAA09476B6710)] [added: [49](#sC23173059335539E9FB5F8FB888F0414)] |

| | Consolidated Statements of Equity | | [removed: [49](#sAEEB1139ADAD5D659C5CA8D2C0483E7F)] [added: [50](#sE7495B6DA6F958FAA714C46E02DB8806)] |

| | Notes to Consolidated Financial Statements | | [removed: [50](#s62FB162E99FF5BDFB532CFD4AFCDA745)] [added: [51](#sF3CBE794606256518BE69275A0428F1C)] |

| | Note 1. | Nature of Operations and Basis of Presentation | [removed: [50](#s62FB162E99FF5BDFB532CFD4AFCDA745)] [added: [51](#sF3CBE794606256518BE69275A0428F1C)] |

| | Note 2. | Significant Accounting Policies | [removed: [50](#sF8316F08E1F6596F82F11B0BC0698438)] [added: [51](#sED22B280BB3D57468300934BC515646B)] |

| | Note [removed: 3.] [added: 22.] | Discontinued Operations | [removed: [57](#sFB94A627F2965722B1F0A5C39FB0BAC5)] [added: [90](#s117328F6649A5F79BF874799729BDB65)] |

| | Note 4. | Marketable [added: and Other] Securities | [removed: [59](#s57423688F99C5407867D26872B0674AF)] [added: [61](#s04C7D90A7F0E5D8F87D567C6B17C7607)] |

| | Note 5. | GM Financial Receivables [added: and Transactions] | [removed: [61](#s2284E518337A5CBD95F01CCD335A8BD6)] [added: [62](#s79EBEF5D1A6B51B28ECDA04C8533635D)] |

| | Note 6. | Inventories | [removed: [62](#s3722CF0B9D22515A8D88F45F2DB68BBF)] [added: [64](#s3A0A1F7911FE5536BDFE333DBACEAA87)] |

| | Note 7. | Equipment on Operating Leases | [removed: [62](#s0A3B23F82DE0596C9227786FB900E66E)] [added: [64](#s9B679340023C5CCA883880A797B7B08F)] |

| | Note 8. | Equity in Net Assets of Nonconsolidated Affiliates | [removed: [63](#s2FFDBC24FD465254A9DD1C18F827BDC9)] [added: [64](#sD8C2F4CEC5EC5F9DBA377C33C6ABFA8D)] |

| | Note 9. | Property | [removed: [64](#sD299B084612A5F91BA06EBDE6DD85AEE)] [added: [67](#s4853C1961823552390712A61D03557B5)] |

| | Note [removed: 11.] [added: 10.] | Goodwill and Intangible Assets | [removed: [65](#s6C1252097CCD5DF9B2EC7F486B04BF15)] [added: [67](#sC878201DEAFA5D029276C0C80D953563)] |

| | Note [removed: 12.] [added: 11.] | Variable Interest Entities | [removed: [66](#s146D61A8C2E157FDABDE189F8CCC52D1)] [added: [68](#s95D711301F8D56F9A0710CF7469875ED)] |

| | Note [removed: 13.] [added: 12.] | Accrued and Other Liabilities | [removed: [66](#s05FE40DCF1FC5D46ABD87197B9079A5A)] [added: [68](#sB4FFC9FA04B750428BB9B048D76E3A5B)] |

| | Note [removed: 14.] [added: 13.] | Automotive and GM Financial Debt | [removed: [67](#s8FD45FAF012F5340A95B38CBFC4BE673)] [added: [69](#s76BCE8E90F75511B825B2ED34838BED8)] |

| | Note [removed: 15.] [added: 14.] | Derivative Financial Instruments | [removed: [69](#s6B8A2FBDEF815ED5B54B4CA8E98F01D5)] [added: [71](#sA56DA867DC3757ED8D127DF1DFE0E6DA)] |

| | Note [removed: 16.] [added: 15.] | Pensions and Other Postretirement Benefits | [removed: [70](#s68F773EAFE905AA3909C17A9CE83537E)] [added: [72](#sA7C3A5DD654C5E42B5A8954E8A7557C1)] |

| | Note [removed: 17.] [added: 16.] | Commitments and Contingencies | [removed: [71](#sE143077CFB9052E0ADF6D9446E2A31B9)] [added: [78](#sF42E802BB5B85C7BAF1C18FB05B93DE3)] |

| | Note [removed: 18.] [added: 17.] | Income Taxes | [removed: [76](#sFC853C38E5B65355AD1D0D352FD9E71B)] [added: [82](#s4FF0D7AA7E135CB2A7C2AAEA881E5646)] |

| | Note [removed: 19.] [added: 18.] | Restructuring and Other Initiatives | [removed: [79](#sE74ABAD6DB005178A77ED53DDC95622F)] [added: [86](#sC44FBDF1475D526CA325AA0751C62284)] |

10-K 1 gm201810k.htm 10-K

As of January 25, 2019 there were 1,409,478,926 shares of common stock outstanding.

| | Note 3. | Revenue | [60](#s99DA70E527225A8190443C990B059592) |

| | Note 19. | Interest Income and Other Non-Operating Income | [87](#s1B9A5EC56F3753BF80064BFFA8D1BBE2) |

| Signatures | | | [105](#s4625C7831BF3539A8DBEE36540BA656D) |

10-K 1 gm201710k.htm 10-K


As of January 30, 2018 the number of shares outstanding of common stock was 1,402,630,363 shares.

| | Note 10. | Acquisition of Business | [65](#s59B61093DE32532B866998BCD5FCD4C6) |

| Signatures | | | [92](#sF3ACCBE45DD65242A4CCFB80439D0EDB) |

At December 31, [removed: 2017] [added: 2018] 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 have manufacturing, assembly, distribution, office or warehousing operations in [removed: 35] [added: 33] 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 Argentina, Brazil, Canada, China, Colombia, Ecuador, Mexico, South [removed: Korea, Thailand] [added: Korea] and [removed: Vietnam.][added: Thailand.]

GM Financial has 39 facilities, of which [removed: 27] [added: 26] are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China and Mexico.

In November 2018 we announced our plans to realign our manufacturing capacity in response to market-related volume declines in passenger cars.

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

Holders At January [removed: 30, 2018] [added: 25, 2019] we had 1.4 billion issued and outstanding shares of common stock held by [removed: 511] [added: 501] holders of record.

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, [removed: 2017:][added: 2018:]

| (a) | Shares purchased [removed: include authorized] [added: includes approximately three million] shares [removed: that were a part] [added: purchased and held by GM Cruise Holdings to hedge its exposure to cash settled share-based awards issued to certain] of [removed: our stock repurchase plan.] [added: its employees.] In addition, shares purchased consist of shares retained by us for the payment of the exercise price upon the exercise of warrants and 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), Performance Stock Units (PSUs) and Restricted Stock Awards (RSAs) relating to compensation plans. In June 2017 our shareholders approved the 2017 Long Term Incentive Plan which authorizes awards of stock options, stock appreciation rights, RSAs, RSUs, PSUs or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company. Refer to Note [removed: 22] [added: 23] to our consolidated financial statements for additional details on employee stock incentive plans and Note 20 to our consolidated financial statements for additional details on warrants outstanding. |

| (b) | In January 2017 we announced that our Board of Directors had authorized the purchase of up to an additional [removed: $5] [added: $5.0] billion of our common stock with no expiration date. |

GENERAL MOTORS COMPANY AND SUBSIDIARIES

| October 1, 2018 through October 31, 2018 | 118,108 | | | $ | 33.53 | | | — | | | $3.4 billion |

| November 1, 2018 through November 30, 2018 | 6,552 | | | $ | 36.47 | | | — | | | $3.4 billion |

| December 1, 2018 through December 31, 2018 | 2,992,631 | | | $ | 33.07 | | | — | | | $3.4 billion |

| Total | 3,117,291 | | | $ | 33.10 | | | — | | | |

The following table summarizes the quarterly price ranges of our common stock based on high and low prices from intraday trades on the New York Stock Exchange:

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Years Ended December 31, | | | | | | | | | | | | | | |

| | 2017 | | | | | | | | 2016 | | | | | | |

| | High | | | | Low | | | | High | | | | Low | | |

| First quarter | $ | 38.55 | | | $ | 33.79 | | | $ | 33.54 | | | $ | 26.69 | |

| Second quarter | $ | 35.40 | | | $ | 31.92 | | | $ | 33.41 | | | $ | 27.34 | |

| Third quarter | $ | 40.69 | | | $ | 34.45 | | | $ | 32.87 | | | $ | 27.52 | |

| Fourth quarter | $ | 46.76 | | | $ | 40.70 | | | $ | 37.74 | | | $ | 30.21 | |

Dividends Our Board of Directors began declaring quarterly dividends on our common stock in the three months ended March 31, 2014.

It is anticipated that dividends on our common stock will continue to be declared and paid 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.

Any dividend will be paid out of funds legally available for that purpose.

Our payment of dividends in the future, as described further in "Liquidity and Capital Resources" in MD&A, will depend on business conditions, our financial condition, earnings, liquidity and capital requirements and other factors.

Refer to Item 6.

Selected Financial Data for cash dividends declared on our common stock for the years ended December 31, 2017, 2016 and 2015.

| October 1, 2017 through October 31, 2017 | 16,530,750 | | | $ | 44.72 | | | 16,381,375 | | | $4.3 billion |

| November 1, 2017 through November 30, 2017 | 18,779,333 | | | $ | 43.53 | | | 16,141,363 | | | $3.6 billion |

| December 1, 2017 through December 31, 2017 | 1,631,403 | | | $ | 42.97 | | | 1,550,706 | | | $3.5 billion |

| Total | 36,941,486 | | | $ | 44.04 | | | 34,073,444 | | | |

| [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | |

| Total net sales and revenue | $ | [removed: 145,588] [added: 147,049] | | | $ | [removed: 149,184] [added: 145,588] | | | $ | [removed: 135,725] [added: 149,184] | | | $ | [removed: 137,958] [added: 135,725] | | | $ | [removed: 138,792] [added: 137,958] | |

| Income from continuing [removed: operations(a)(b)] [added: operations(a)] | $ | [removed: 330] [added: 8,075] | | | $ | [removed: 9,269] [added: 330] | | | $ | [removed: 9,590] [added: 9,269] | | | $ | [removed: 4,525] [added: 9,590] | | | $ | [removed: 5,960] [added: 4,525] | |

| Basic earnings per common share – continuing [removed: operations(a)(b)] [added: operations(a)] | $ | [removed: 0.23] [added: 5.66] | | | $ | [removed: 6.12] [added: 0.23] | | | $ | [removed: 6.09] [added: 6.12] | | | $ | [removed: 2.06] [added: 6.09] | | | $ | [removed: 3.16] [added: 2.06] | |

| Diluted earnings per common share – continuing [removed: operations(a)(b)] [added: operations(a)] | $ | [removed: 0.22] [added: 5.58] | | | $ | [removed: 6.00] [added: 0.22] | | | $ | [removed: 5.89] [added: 6.00] | | | $ | [removed: 1.95] [added: 5.89] | | | $ | [removed: 2.76] [added: 1.95] | |

| Dividends declared per common share | $ | 1.52 | | | $ | 1.52 | | | $ | [removed: 1.38] [added: 1.52] | | | $ | [removed: 1.20] [added: 1.38] | | | $ | [removed: —] [added: 1.20] | |

| Total [removed: assets(c)] [added: assets(b)] | $ | [removed: 212,482] [added: 227,339] | | | $ | [removed: 221,690] [added: 212,482] | | | $ | [removed: 194,338] [added: 221,690] | | | $ | [removed: 177,311] [added: 194,338] | | | $ | [removed: 166,231] [added: 177,311] | |

| Automotive notes and loans payable | $ | [removed: 13,502] [added: 13,963] | | | $ | [removed: 10,560] [added: 13,502] | | | $ | [removed: 8,535] [added: 10,560] | | | $ | [removed: 9,084] [added: 8,535] | | | $ | [removed: 6,815] [added: 9,084] | |

| GM Financial notes and loans payable | $ | [removed: 80,717] [added: 90,988] | | | $ | [removed: 64,563] [added: 80,717] | | | $ | [removed: 45,479] [added: 64,563] | | | $ | [removed: 29,304] [added: 45,479] | | | $ | [removed: 22,174] [added: 29,304] | |

| Total equity | $ | [removed: 36,200] [added: 42,777] | | | $ | [removed: 44,075] [added: 36,200] | | | $ | [removed: 40,323] [added: 44,075] | | | $ | [removed: 36,024] [added: 40,323] | | | $ | [removed: 43,174] [added: 36,024] | |

| (a) | In the year ended December 31, [added: 2018 we recorded charges of $1.3 billion related to transformation activities including employee separation, accelerated depreciation and other charges, $1.1 billion related to the closure of a facility and other restructuring actions in Korea, charges of $0.4 billion for ignition switch related legal matters, and a non-recurring tax benefit of $1.0 billion related to foreign earnings. In the year ended December 31,] 2017 we recorded tax expense of $7.3 billion related to U.S. tax reform legislation, $2.3 billion related to the establishment of a valuation allowance against deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, and charges of [removed: $460 million] [added: $0.5 billion] related to restructuring actions in India and South Africa. In the year ended December 31, 2015 we recorded the reversal of deferred tax asset valuation allowances of $3.9 billion in Europe and recorded charges related to the Ignition Switch Recall Compensation Program (Compensation Program) and for various legal matters of approximately $1.6 billion. In the year ended December 31, 2014 we recorded charges of approximately $2.8 billion in Automotive [added: and other] cost of sales related to recall campaigns and courtesy transportation, a catch-up adjustment of $0.9 billion related to the change in estimate for recall campaigns and a charge of $0.4 billion related to the Compensation Program. [added: In December 2014 we redeemed all of the remaining shares of our Series A Preferred Stock for $3.9 billion, which reduced Income from continuing operations by $0.8 billion.] |

| [removed: (c)] [added: (b)] | Total assets [removed: includes] [added: included] assets held for sale of $20.6 billion, $20.0 billion, [removed: $17.8 billion,] and [removed: $16.1] [added: $17.8] billion at December 31, [removed: 2016 through 2013, respectively.] [added: 2016, 2015 and 2014.] |

| | |

| --- | --- |

| (b) | In December 2014 we redeemed all of the remaining shares of our Series A Preferred Stock for $3.9 billion, which reduced Income from continuing operations by $0.8 billion. In September 2013 we purchased 120 million shares of our Series A Preferred Stock held by the UAW Retiree Medical Benefits Trust (New VEBA) for $3.2 billion, which reduced Income from continuing operations by $0.8 billion. |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Automotive | $ | [removed: 133,449] [added: 133,045] | | | $ | [removed: 140,205] [added: 133,449] | | | $ | [removed: 129,864] [added: 140,205] | |

| GM Financial | [removed: 12,139] [added: 14,004] | | | | [removed: 8,979] [added: 12,139] | | | | [removed: 5,861] [added: 8,979] | | |

| Total net sales and revenue [added: (Note 3)] | [removed: 145,588] [added: 147,049] | | | | [removed: 149,184] [added: 145,588] | | | | [removed: 135,725] [added: 149,184] | | |

| GM Financial interest, operating and other expenses | [removed: 11,128] [added: 12,298] | | | | [removed: 8,369] [added: 11,128] | | | | [removed: 5,304] [added: 8,369] | | |

| Automotive [added: and other] selling, [removed: general] [added: general,] and administrative expense | [removed: 9,575] [added: —] | | | | [removed: 10,354] [added: 813] | | | | [removed: 11,888] [added: 1,356] | | |

| Automotive interest expense | [removed: 575] [added: 655] | | | | [removed: 563] [added: 575] | | | | [removed: 423] [added: 563] | | |

[removed: |] Interest [removed: income] [added: Income] and [removed: other non-operating income, net | 290 | | | | 327 | | | | 614 | | |][added: Other Non-Operating Income]

| Equity income (Note 8) | [removed: 2,132] [added: 2,163] | | | | [removed: 2,282] [added: 2,132] | | | | [removed: 2,193] [added: 2,282] | | |