General Motors (GM) 10-K risk factor changes: FY2020 vs FY2019

We have listed below the most [removed: significant] [added: material] risk factors applicable to us.

If we do not deliver new products, services and customer experiences in response to increased competition [added: and changing consumer preferences] in the automotive industry, our business could suffer. We believe that the automotive industry will continue to experience significant change in the coming [removed: years.][added: years, particularly as traditional automotive original equipment manufacturers (OEMs) shift resources to the development of electric vehicles.]

Industry participants are disrupting the historic business model of our industry through the introduction of new technologies, products, [removed: services and] [added: services, direct-to-consumer sales channels,] methods of [removed: travel] [added: transportation] and vehicle ownership.

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

The process of designing and developing new technology, products and services is complex, costly and uncertain and requires extensive capital investment and the ability to retain and recruit [added: the best] talent.

There can be no assurance that advances in technology will occur in a timely or feasible way, [removed: or] that others will not acquire similar or superior technologies sooner than we [removed: do] [added: do,] or that we will acquire technologies on an exclusive basis or at a significant price advantage.

Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle [removed: models] [added: models, including electric vehicles,] that are able to attract a sufficient number of consumers. We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features designed to meet rapidly evolving consumer expectations.

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

[removed: It] [added: The new vehicle development process] generally takes two years or [removed: more to design and develop a new vehicle,] [added: more,] and a number of factors may lengthen that time period.

Because of this product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, technological innovations, fuel prices, general economic [removed: conditions] [added: conditions, infrastructure] and changes in quality, safety, reliability and styling demands and preferences, an initial product concept or design may not result in a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable.

Our [added: near-term] profitability is dependent upon the success of [added: our current line of full-size] SUVs and [removed: full-size pick-up] [added: pickup] trucks. While we offer a portfolio of cars, crossovers, SUVs and trucks, [added: and] we [removed: generally] [added: have announced significant plans to design, build and sell a broad portfolio of electric vehicles, we currently] recognize higher profit margins on our SUVs and trucks.

Our [added: near-term] success is dependent upon our ability to sell higher margin vehicles in sufficient volumes.

Any [added: near-term] shift in consumer preferences toward smaller, more [removed: fuel- efficient] [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, [added: concerns about climate change] or other reasons, could weaken the demand for our higher margin vehicles.

We may continue to restructure our operations in the U.S. and various other countries and initiate additional cost reduction actions, but we may not succeed in doing so. Since 2017, we have undertaken restructuring actions to lower our operating costs in response to difficult market and operating conditions in various parts of the world, including the U.S., Canada, [removed: Korea] [added: Korea, Southeast Asia, India, Australia] and [added: New Zealand and] Europe.

Failure to realize anticipated savings or benefits from our restructuring and/or cost reduction actions could have a material adverse effect on our business, [removed: prospects, financial condition, liquidity, results of operations] [added: liquidity] and cash flows.

Our [removed: electric vehicle] [added: long-term] strategy is dependent upon our ability to [removed: reduce the cost] [added: deliver a broad portfolio] of [removed: manufacturing] electric [removed: vehicles, as well as increased] [added: vehicles that will drive] consumer adoption. [removed: We anticipate that the] [added: The] production and profitable sale of electric vehicles [removed: will] [added: has] become increasingly [added: important to our long-term business as we accelerate our transition to an all-electric future.]

[removed: In addition, our sale] [added: Consumer adoption] of electric vehicles [removed: is dependent on consumer adoption, which] could be impacted by numerous factors, including [added: the breadth of the portfolio of electric vehicles available;] perceptions about electric vehicle features, quality, safety, performance and [removed: cost; perceptions about] [added: cost relative to internal combustion engine vehicles;] the range over which electric vehicles may be driven on a [removed: single] [added: full] battery charge; [added: availability of] high fuel-economy internal combustion engine vehicles; volatility in the cost of fuel; government regulations and economic incentives; and [removed: access to] [added: the proliferation of a robust, open-standard electric vehicle] charging [removed: facilities.][added: ecosystem.]

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 [removed: regulation.][added: regulation, and it could deter consumer adoption of autonomous vehicle technology.]

A number of economic and market conditions drive changes in [added: new] vehicle sales, including [removed: real estate values,] the availability and prices of used vehicles, levels of unemployment, availability of affordable financing, fluctuations in the cost of fuel, consumer confidence, [added: real estate values,] political unrest, the occurrence of a contagious disease or illness, [removed: such as the novel coronavirus,] [added: including COVID-19 (see “The COVID-19 pandemic may disrupt our business and operations, which could materially adversely impact our business, financial condition, liquidity and results of operations” in this Item 1A, Risk Factors),] barriers to trade and other global economic conditions.

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

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

[added: In addition,] Chinese regulators have implemented increasingly aggressive “green” policy initiatives [added: requiring OEMs to reduce the average emissions] and [removed: recommended] [added: average fuel consumption of their products and to achieve] quotas for the sale of electric vehicles, which have challenging lead times.

A significant amount of our operations are conducted by joint ventures that we cannot operate solely for our benefit. Many of our operations, primarily in China and [removed: Korea,] [added: Korea as well as our battery manufacturing operations with LG Chem,] are carried out by joint ventures.

In joint ventures we are required to foster our relationships with our co-owners as well as promote the overall success of the joint venture, and if a co-owner changes, relationships deteriorate or strategic objectives diverge, our success in the [added: joint venture may be materially adversely affected.]

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 [removed: or other actions] [added: actions,] or we may be subject to penalties, fines or other [removed: related] [added: punitive] 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: (1) changes in government leadership; (2) changes in labor, employment, tax, privacy, environmental and other laws, regulations or government policies impacting our overall business model or practices or restricting our ability to manufacture, purchase or sell products consistent with market demand and our business objectives; (3) political pressures to change any aspect of our business model or practices or that impair our ability to source raw materials, services, components, systems and parts, or manufacture products on competitive terms in a manner consistent with our business objectives; (4) political instability, civil unrest 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 [removed: dividends,] [added: dividends or in the export of technology,] especially between China [removed: or Canada] and the U.S.; (6) more detailed inspections or new or higher tariffs, for example, on products imported into or exported from the U.S., including under Section 232 of the Trade Expansion Act of 1962, Section 301 of the U.S. Trade Act of 1974, or other trade measures; (7) new barriers to entry or domestic preference procurement requirements, including changes to, withdrawals from or impediments to implementing free trade agreements (for example, the [removed: North American Free Trade Agreement or its successor, the] United States-Mexico-Canada Agreement), or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign currency exchange rates, particularly in Brazil and Argentina, and interest rates; (9) economic downturns [removed: in foreign countries] or [removed: geographic regions where we have] significant [removed: operations, or significant] changes in conditions in the countries in which we operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions and safety; (11) impact of [added: changes to and] compliance with U.S. and foreign countries’ export [removed: controls and] [added: controls,] economic [removed: sanctions;] [added: sanctions and other similar measures;] (12) liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, requirements and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises, including the occurrence of a contagious disease or illness, such as [removed: the novel coronavirus,] [added: COVID-19 (see “The COVID-19 pandemic may disrupt our business] and [added: operations, which could materially adversely impact our business, financial condition, liquidity and results of operations” in this Item 1A, Risk Factors), and] other catastrophic events.

Should these or other facilities become unavailable either temporarily or permanently for any number of reasons, including labor disruptions, the occurrence of a contagious disease or illness, such as [removed: the novel coronavirus,] [added: COVID-19 (see “The COVID-19 pandemic may disrupt our business and operations, which could materially adversely impact our business, financial condition, liquidity and results of operations” in this Item 1A, Risk Factors),] or catastrophic weather events, the inability to manufacture at the affected facility may result in harm to our reputation, increased costs, lower revenues and the loss of customers.

[added: Any number of factors, including] labor disruptions, catastrophic weather events, the occurrence of a contagious disease or illness, such as [removed: the novel coronavirus,] [added: COVID-19 (see “The COVID-19 pandemic may disrupt our business and operations, which could materially adversely impact our business, financial condition, liquidity and results of operations” in this Item 1A, Risk Factors),] contractual or other disputes, unfavorable economic or industry conditions, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin vehicles.

[removed: In particular, if] [added: If] the [removed: current novel coronavirus outbreak] [added: COVID-19 pandemic] continues [added: to spread or re-emerges] and results in a prolonged period of travel, [removed: commercial] [added: commercial, social] and other similar restrictions, we could experience [added: continued and/or additional] global supply disruptions.

High prices of raw materials or other inputs used by us and our suppliers could negatively impact our profitability. Increases in prices for raw materials or other inputs that we and our suppliers use in manufacturing products, systems, components and parts, such as steel, precious metals, [removed: or] non-ferrous metals, [removed: including aluminum, copper and plastic,] [added: critical minerals or other similar raw materials,] may lead to higher production costs for parts, components and vehicles.

We operate in a highly competitive industry that has excess manufacturing [removed: capacity] [added: capacity,] and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market share and operating results. The global automotive industry is highly competitive in terms of the quality, innovation, new technologies, pricing, fuel economy, reliability, safety, customer service and financial services offered.

In light of such excess capacity and high fixed costs, many [removed: of our competitors] [added: industry participants] have attempted to sell more vehicles by providing subsidized financing or leasing programs, offering marketing incentives or reducing vehicle prices.

As a result, we may be required to offer similar [removed: incentives, which] [added: incentives that] may [removed: not necessarily allow us to set] [added: result in] vehicle prices that [added: do not] offset cost increases or the impact of adverse currency [removed: fluctuations.][added: fluctuations, which could affect our profitability.]

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

Although we have taken steps to mitigate such risks, if we are found to have infringed any third-party [added: intellectual property] rights, we could be required to pay substantial [removed: damages] [added: damages,] or we could be enjoined from offering some of our products and services.

Additionally, we and GM Financial collect and store sensitive data, including intellectual property and proprietary business information (including that of our dealers and suppliers), as well as personally identifiable information of our customers and [added: employees, in data centers and on information technology networks (including networks that may be controlled or maintained by third parties).]

The occurrence of any of these events could compromise the confidentiality, operational integrity and accessibility of these systems and products and the data that resides [removed: therein.][added: within them.]

[removed: In addition, such events could cause us to be non-compliant] [added: compliant] with applicable laws or regulations, [removed: subject] [added: subjecting] us to [removed: legal claims or proceedings,] [added: potential] liability or regulatory penalties [added: and related costs] under laws protecting the privacy of personal information; disrupt [added: our] operations; or reduce the competitive advantage we hope to derive from our investment in advanced technologies.

Any unauthorized access to or control of our vehicles or their [removed: system] [added: systems] could adversely impact the safety of our customers or result in legal claims or proceedings, liability or regulatory penalties.

In addition, regardless of their veracity, reports of unauthorized access to our vehicles or their systems could negatively affect our brand and harm our [removed: business, prospects, financial condition] [added: reputation, which could impact our business] and operating results.

Risks related to our competition and strategy

In 2020, we announced the commitment of $27 billion in investments in electric and autonomous vehicle technologies through 2025, with plans to launch 30 new electric vehicle models globally in that timeframe.

Our electric vehicle strategy is dependent on our ability to deliver a broad portfolio of electric vehicles; reduce the costs associated with the manufacture of electric vehicles; increase vehicle range and the energy density of our batteries; license and monetize our proprietary platforms; develop new software and services; and leverage our scale, manufacturing capabilities and synergies with existing internal combustion engine vehicles.

In addition, consumer adoption of electric vehicles will be critical to the success of our strategy.

If we are unable to successfully deliver on our electric vehicle strategy, it could materially and adversely affect our results of operations, financial condition and growth prospects.

Risks related to our operations

The COVID-19 pandemic may disrupt our business and operations, which could materially adversely impact our business, financial condition, liquidity and results of operations. Pandemics, epidemics or disease outbreaks in the U.S. or globally may disrupt our business, which could materially affect our results of operations, financial condition, liquidity and future expectations.

The COVID-19 outbreak has caused significant disruption to the global economy, including the automotive industry, and has had a material impact on our business as discussed in detail in Part II, Item 7.

MD&A.

However, the full extent to which the COVID-19 pandemic will impact our operations will depend on future developments, including the duration and severity of the outbreak, any subsequent outbreaks and the timing and efficacy of any available vaccines.

Future developments are highly uncertain and cannot be predicted with confidence and may adversely impact our global supply chain and global manufacturing operations and cause us to again suspend our operations in the U.S. and elsewhere.

In particular, if

COVID-19 continues to spread or re-emerges, particularly in North America where our profits are most concentrated, resulting in a prolonged period of travel, commercial, social and other similar restrictions, we could experience among other things: (1) global supply disruptions; (2) labor disruptions; (3) an inability to manufacture; (4) an inability to sell to our customers; (5) a decline in showroom traffic and customer demand during and following the pandemic; (6) customer defaults on automobile loans and leases; (7) lower than expected pricing on vehicles sold at auction; and (8) an impaired ability to access credit and the capital markets.

We may also be subject to enhanced legal risks, including potential litigation related to the COVID-19 pandemic.

We also have substantial cash requirements going forward, including: (1) ongoing cash costs including payments associated with previously announced vehicle recalls, the settlements of multi-district litigation and other recall-related contingencies, payments to service debt and other long-term obligations, including mandatory contributions to our pension plans; and (2) capital expenditures and payments for engineering and product development activities.

Our ability to meet these cash requirements may be negatively impacted by the ongoing COVID-19 pandemic.

Any resulting financial impact cannot be reasonably estimated at this time, but the COVID-19 pandemic could have a material impact on our business, financial condition and results of operations going forward.

For a further discussion of the impact of the COVID-19 pandemic on our liquidity, refer to the “Liquidity and Capital Resources” section in Part II, Item 7.

MD&A.

MD&A.

Our ability to fully deploy our technologies in China may be impacted by evolving laws and regulations in the U.S. and China.

In particular, a global semiconductor supply shortage is having wide-ranging effects across multiple industries, particularly the automotive industry, and it has impacted multiple suppliers that incorporate semiconductors into the parts they supply to us.

As a result, the semiconductor supply shortage has had, and will continue to have, an impact on our vehicle production, and we anticipate it will have a material impact on our performance in 2021.

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

In addition, such events could increase the risk of claims alleging that we are non-

New laws, such as the new data law in Massachusetts that would permit third-party access to vehicle data and related systems, could expose our vehicles and vehicle systems to third-party access without appropriate security measures in place, leading to new safety and security risks for our customers and reducing customer trust and confidence in our products.

For example, the California Consumer Protection Act became effective in 2020, obligating companies to quickly respond to consumer requests to delete, disclose and stop selling personal information of California residents, with significant fines for noncompliance.

In Europe in 2020, the Court of Justice for the EU invalidated mechanisms for transferring personal information out of the EU, leading to a wave of potential new barriers for data sharing between the EU and, among other countries, the U.S. In Canada, both the federal government and certain provinces have also proposed new legislation imposing significant and unprecedented obligations, fines and liabilities regarding data handling.

Overcoming these new barriers is likely to increase our costs and drive new complexity in our operations.

Risks related to government regulations and litigation

There is no

Risks related to Automotive Financing - GM Financial

Risks related to defined benefit pension plans

For example, we are continuing to execute on the transformation actions we announced in 2018 to drive significant cost efficiencies and realign our current manufacturing capacity with demand.

While we have achieved significant cost savings, there is no guarantee that we will fully realize the anticipated savings or benefits from past or future restructuring and/or cost reduction actions within the time periods we expect or at all.

important to our business.

If we are unable to reduce the costs associated with the manufacture of battery-electric vehicles, it may negatively impact our earnings and financial condition.

Our ability to benefit from certain government and economic incentives supporting the development and sale of electric vehicles has been reduced and, in some jurisdictions, eliminated or exhausted, which may negatively affect our ability to profitably sell electric vehicles.

While we cannot predict future economic and market conditions with certainty, we expect U.S. and China industry sales volumes to be lower in 2020 relative to 2019.

joint venture may be materially adversely affected.

Any number of factors, including

employees, in data centers and on information technology networks (including networks that may be controlled or maintained by third parties).

Portions of our information technology systems also may experience interruptions, delays or cessations of service or produce errors due to regular maintenance efforts, such as systems integration or migration work that takes place from time to time.

We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive and resource intensive.

Such disruptions could adversely impact our ability to design, manufacture and sell products and services, and interrupt other business processes.

For example, in Europe, the General Data Protection Regulation came into effect on May 25, 2018, and applies to all of our ongoing operations in the EU as well as some of our operations outside of the EU that involve the processing of EU personal data.

This regulation significantly increases the potential financial penalties for noncompliance, including fines of up to 4% of worldwide revenue.

Similar regulations are coming into effect in Brazil and China, and in the U.S., California has adopted, and several states and provinces in Canada are considering adopting, laws and regulations imposing obligations regarding personal data.

the uncertainty surrounding enforcement and regulatory definitions and interpretations, may result in substantial costs, including civil or criminal penalties.

In addition, we may become obligated to issue additional shares (Adjustment Shares) of up to 30 million shares of our common stock (subject to adjustment to take into account stock dividends, stock splits and other transactions) to the Motors Liquidation Company (MLC) GUC Trust (GUC Trust) under a provision of the Amended and Restated Master Sale and Purchase Agreement between us and General Motors Corporation and certain of its subsidiaries in the event that allowed general unsecured claims against the GUC Trust, as estimated by the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court), exceed $35.0 billion.

The GUC Trust stated in public filings that allowed general unsecured claims were approximately $32.1 billion as of September 30, 2019.

Refer to the "Forward-Looking Statements" section of this MD&A and [added: Part I,] Item 1A.

The discussion of our financial condition and results of operations for the year ended December 31, [removed: 2017] [added: 2018] included in Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our [Annual Report on Form 10-K for the year ended December 31, [removed: 2018](https://www.sec.gov/Archives/edgar/data/1467858/000146785819000033/gm201810k.htm)] [added: 2019](https://www.sec.gov/ix?doc=/Archives/edgar/data/1467858/000146785820000028/gm201910k.htm)] is incorporated by reference into this MD&A.

Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment [added: decisions being made by management to improve ROIC-adjusted.]

The following table reconciles Net income [removed: (loss)] attributable to stockholders under U.S. GAAP to EBIT-adjusted:

| | [added: | |] Years Ended December 31, | | | | | | | | | | | [added: | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| Net income [removed: (loss)] attributable to stockholders | [added: | |] $ | [removed: 6,732] [added: 6,427] | | | [added: | |] $ | [removed: 8,014] [added: 6,732] | | | [added: | |] $ | [removed: (3,864] [added: 8,014] | [removed: )] |

| Loss from discontinued operations, net of tax | [added: | |] — | | | | [removed: 70] | | [added: —] | | [removed: 4,212] | | | [added: | 70 | | |]

| Income tax expense | [removed: 769] | | [added: 1,774] | | [removed: 474] | | | | [removed: 11,533] [added: 769] | | | [added: | | | 474 | | |]

| Automotive interest expense | [removed: 782] | | [added: 1,098] | | [removed: 655] | | | | [removed: 575] [added: 782] | | | [added: | | | 655 | | |]

| Automotive interest income | [removed: (429] | | [removed: )] [added: (241)] | | [removed: (335] | | [removed: )] | | [removed: (266] [added: (429)] | | [removed: )] | [added: | | | (335) | | |]

| Adjustments | | | | | | | | | | | | [added: | | | | | |]

| Transformation [removed: activities(a)] [added: activities(d)] | [removed: 1,735] | | [added: —] | | [removed: 1,327] | | | | [removed: —] [added: 1,735] | | | [added: | | | 1,327 | | |]

| GM Brazil indirect tax [removed: recoveries(b)] [added: recoveries(e)] | [removed: (1,360] | | [removed: )] [added: —] | | [removed: —] | | | | [added: (1,360) | | | | | |] — | | |

| FAW-GM [removed: divestiture(c)] [added: divestiture(f)] | [removed: 164] | | [added: —] | | [removed: —] | | | | [added: 164 | | | | | |] — | | |

| GMI [removed: restructuring(d)] [added: restructuring(a)] | [removed: —] | | [added: 683] | | [removed: 1,138] | | | | [removed: 540] [added: —] | | | [added: | | | 1,138 | | |]

| Ignition switch recall and related legal [removed: matters(e)] [added: matters(b)] | [removed: —] | | [added: (130)] | | [removed: 440] | | | | [removed: 114] [added: —] | | | [added: | | | 440 | | |]

| Total adjustments | [removed: 539] | | [added: 652] | | [removed: 2,905] | | | | [removed: 654] [added: 539] | | | [added: | | | 2,905 | | |]

| EBIT-adjusted | [added: | |] $ | [removed: 8,393] [added: 9,710] | | | [added: | |] $ | [removed: 11,783] [added: 8,393] | | | [added: | |] $ | [removed: 12,844] [added: 11,783] | |

[removed: | (a) | These] [added: (d)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. [removed: The adjustments primarily consist of accelerated depreciation, supplier-related charges, pension and other curtailment charges and employee-related separation charges in the year ended December 31, 2019 and primarily employee separation charges and accelerated depreciation in the year ended December 31, 2018. |]

[removed: | (b) | This] [added: (e)This] adjustment was excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes. [removed: |]

[removed: | (c) | This] [added: (f)This] adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM), as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns. [removed: |]

[removed: | (d) | These] [added: (a)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. [removed: The adjustments primarily consist of employee separation charges, asset impairments and supplier claims in the year ended December 31, 2018, all in Korea. The adjustment in the year ended December 31, 2017 primarily consists of asset impairments and other restructuring actions in India, South Africa and Venezuela. |]

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

The following table reconciles diluted earnings [removed: (loss)] per common share under U.S. GAAP to EPS-diluted-adjusted:

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| | [removed: 2019] | | [added: 2020] | | | | | | [removed: 2018] | | | | | | [added: 2019] | | [removed: 2017] | | | | | | | [added: | | | 2018 | | | | | | | | |]

| | [added: | |] Amount | | | | [added: | |] Per Share | | | | [added: | |] Amount | | | | [added: | |] Per Share | | | | [added: | |] Amount | | | | [added: | |] Per Share | | |

| Diluted earnings [removed: (loss)] per common share | [added: | |] $ | [removed: 6,581] [added: 6,247] | | | [added: | |] $ | [removed: 4.57] [added: 4.33] | | | [added: | |] $ | [removed: 7,916] [added: 6,581] | | | [added: | |] $ | [removed: 5.53] [added: 4.57] | | | [added: | |] $ | [removed: (3,880] [added: 7,916] | [removed: )] | | [added: | |] $ | [removed: (2.60] [added: 5.53] | [removed: )] |

| Diluted loss per common share – discontinued operations | [added: | |] — | | | | [added: | |] — | | | | [removed: 70] | | [added: —] | | [removed: 0.05] | | | | [removed: 4,212] [added: —] | | | | [removed: 2.82] | | [added: 70] | [added: | | | | | 0.05 | | |]

| Adjustments(a) | [removed: 539] | | [added: 652] | | [removed: 0.38] | | | | [removed: 2,905] [added: 0.46] | | | | [removed: 2.03] | | [added: 539] | | [removed: 654] | | | | [removed: 0.44] [added: 0.38] | | | [added: | | | 2,905 | | | | | | 2.03 | | |]

| Tax effect on adjustments(b) | [removed: (188] | | [removed: )] [added: (70)] | | [removed: (0.13] | | [removed: )] | | [removed: (416] [added: (0.05)] | | [removed: )] | | [removed: (0.29] | | [removed: )] [added: (188)] | | [removed: (208] | | [removed: )] | | [removed: (0.14] [added: (0.13)] | | [removed: )] | [added: | | | (416) | | | | | | (0.29) | | |]

| Tax adjustments(c) | [removed: —] | | [added: 236] | | [added: | | | | 0.16 | | | | | |] — | | | | [removed: (1,111] | | [removed: )] [added: —] | | [removed: (0.78] | | [removed: )] | | [removed: 9,099] [added: (1,111)] | | | | [removed: 6.10] | | [added: (0.78)] | [added: | |]

| EPS-diluted-adjusted | [added: | |] $ | [removed: 6,932] [added: 7,065] | | | [added: | |] $ | [removed: 4.82] [added: 4.90] | | | [added: | |] $ | [removed: 9,364] [added: 6,932] | | | [added: | |] $ | [removed: 6.54] [added: 4.82] | | | [added: | |] $ | [removed: 9,877] [added: 9,364] | | | [added: | |] $ | [removed: 6.62] [added: 6.54] | |

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

[removed: |] (b) [removed: |] The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates. [removed: |]

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

| | [added: | | 2020 | | | | | | | | | | | | | | | | | |] 2019 | | | | | | | | | | | [removed: 2018] | | | | | | | [added: 2018] | | | | [removed: 2017] | | | | | | | | | | [added: |]

| | [added: | |] Income before income taxes | | | | [added: | |] Income tax expense | | | | [added: | |] Effective tax rate | | | [added: | | |] Income before income taxes | | | | [added: | |] Income tax expense | | | | [added: | |] Effective tax rate | | | [added: | | |] Income before income taxes | | | | [added: | |] Income tax expense | | | | [added: | |] Effective tax rate | | [added: |]

Our corresponding measure for our GM Financial segment is EBT-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment.

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| Cadillac dealer strategy(c) | | | 99 | | | | | | — | | | | | | — | | |

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The adjustments primarily consist of dealer restructurings, asset impairments, inventory provisions and employee separation charges in Australia, New Zealand, Thailand and India in the year ended December 31, 2020 and employee separation charges, asset impairments and supplier claims in Korea in the year ended December 31, 2018.

(c)This adjustment was excluded because it relates to strategic activities to transition certain Cadillac dealers from the network as part of Cadillac's electric vehicle strategy.

The adjustments primarily consist of accelerated depreciation, supplier-related charges, pension and other curtailment charges and employee-related separation charges in the year ended December 31, 2019 and primarily employee separation charges and accelerated depreciation in the year ended December 31, 2018.

(c) In the year ended December 31, 2020, the adjustment consists of tax expense related to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand.

This adjustment was excluded because significant impacts of valuation allowances are not considered part of our core operations.

In the year ended December 31, 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.

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Net income attributable to noncontrolling interests for these adjustments is included in the years ended December 31, 2019 and 2018.

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

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Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion, which guides our growth-focused investment in electrification, self-driving vehicles and new products and services.

The all-electric future we are building integrates our technology, scale and manufacturing expertise to drive growth, profitability and deliver world-class customer interactions.

Our strategy includes product leadership in electric vehicles and autonomous vehicles, continued leadership in trucks and SUVs, and developing and monetizing new software and services.

We will execute our strategy with a diverse team and a steadfast commitment to good citizenship through sustainable operations and a leading health and safety culture.

The COVID-19 pandemic and government actions and measures taken to prevent its spread continue to affect our operations.

In response to COVID-19, we previously suspended the majority of our global manufacturing operations and our Automotive China JVs’ manufacturing operations.

By May 2020, we had resumed our global manufacturing operations.

Government-imposed restrictions on businesses, operations and travel and the related economic uncertainty have impacted demand for our vehicles in most of our global markets.

During the first half of 2020, we executed a number of austerity measures, including aggressive actions to reduce costs and preserve liquidity, such as limiting advertising and other third-party spending, suspending our dividend on common shares, deferring salaried employee compensation and delaying non-critical projects, including certain future product programs.

As production has returned to normal levels, the majority of the austerity measures we put into place have normalized.

The extent of COVID-19’s impact on our future operations, liquidity and the demand for our products will depend upon, among other things, the duration and severity of the outbreak or subsequent outbreaks, related government responses, such as required physical distancing or restrictions on business operations and travel, the pace of recovery of economic activity and the impact to consumers, the effectiveness of available vaccines and any potential supply disruptions, all of which are uncertain and difficult to predict in light of the rapidly evolving landscape.

Risk Factors for a full discussion of the risks associated with the COVID-19 pandemic.

The automotive industry and GM are currently experiencing a global semiconductor supply shortage.

The supply shortage has impacted multiple suppliers that incorporate semiconductors into the parts they supply to us.

We expect the semiconductor supply shortage will have a short-term impact on our business.

We do not expect this shortage to impact our growth and electric vehicle initiatives, we will continue prioritizing full-size trucks, SUVs and electric vehicles.

Refer to Part I, Item 1A.

Risk Factors for further discussion of these risks.

For the year ending December 31, 2021, we expect EPS-diluted and EPS-diluted-adjusted of between $4.50 and $5.25, Net income attributable to stockholders of between $6.8 billion and $7.6 billion and EBIT-adjusted of between $10.0 billion and $11.0 billion, inclusive of the impact of the semiconductor supply shortage.

We estimate the short-term semiconductor supply shortage to have a net EBIT-adjusted impact of approximately $1.5 billion to $2.0 billion in the year ending December 31, 2021.

decisions being made by management to improve ROIC-adjusted.

Our corresponding measure for our GM Financial segment is EBT-adjusted.

Adjustments to the average equity balances exclude assets and liabilities classified as either assets held for sale or liabilities held for sale.

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| (c) | In the year ended December 31, 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, 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 are no longer realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements. These adjustments were excluded because impacts of tax legislation and valuation allowances are not considered part of our core operations. |

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Overview Our management team has adopted a strategic plan to transform GM into the world's most valued automotive company.

Our plan includes several major initiatives that we anticipate will redefine the future of personal mobility and advance our vision of zero crashes, zero emissions, zero congestion while also strengthening the core of our business: earning customers for life by delivering winning vehicles, leading the industry in quality and safety and improving the customer ownership experience; leading in technology and innovation, including electrification, autonomous vehicles and data connectivity; growing our brands; making tough, strategic decisions about the markets and products in which we will invest and compete; building profitable adjacent businesses; and targeting 10% core margins on an EBIT-adjusted basis.

Our collective bargaining agreement with the UAW, which was ratified in November 2015, expired on September 14, 2019.

The UAW went on strike on September 16, 2019, causing subsequent stoppages to most vehicle production and parts distribution across our North America facilities.

On October 25, 2019, the UAW ratified a new collectively bargained labor agreement (Labor Agreement).

The Labor Agreement, which has a term of four years, covers the wages, hours, benefits and other terms and conditions of employment for our UAW-represented employees.

The key terms and provisions of the Labor Agreement are:

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[added: In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts] modeled and do not contemplate the effects of correlations between foreign currency exposures and offsetting long-short positions in currency or other exposures, such as interest rates, which may significantly reduce the potential loss in value.

At December 31, [removed: 2019] [added: 2020,] our most significant foreign currency exposures were between the U.S. Dollar and the Canadian Dollar, Korean Won, Euro, [added: Chinese Yuan,] Brazilian [removed: Real, Australian Dollar, Mexican Peso] [added: Real] and [removed: Chinese Yuan.][added: Mexican Peso.]

Derivative instruments such as foreign currency forwards, swaps and options are primarily used to hedge [removed: exposures with respect to forecasted revenues, costs and commitments denominated in foreign currencies.]

Such contracts had remaining maturities of up to 12 months at December 31, [removed: 2019.][added: 2020.]

The net fair value liability of financial instruments with exposure to foreign currency risk was [removed: $1.4] [added: $0.9] billion and [removed: $0.9] [added: $1.4] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

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 [removed: $0.2] [added: $0.1] billion and [removed: $0.1] [added: $0.2] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

We had foreign currency derivatives with notional amounts of [removed: $5.1] [added: $2.2] billion and [removed: $2.7] [added: $5.1] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

| | [added: | |] Years Ended December 31, | | | | | | | [added: | |]

| Translation losses recorded in Accumulated other comprehensive loss | [added: | |] $ | [removed: 32] [added: 387] | | | [added: | |] $ | [removed: 353] [added: 32] | |

| Transaction and remeasurement (gains) losses recorded in earnings | [added: | |] $ | [removed: (77] [added: 209] | [removed: )] | | [added: | |] $ | [removed: 156] [added: (77)] | |

We did not have any interest rate swap positions to manage interest rate exposures in our automotive operations at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

The fair value [removed: liability] of debt and finance leases was [removed: $15.9] [added: $21.6] billion and [removed: $13.5] [added: $15.9] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been [removed: $0.6] [added: $0.7] billion and [removed: $0.8] [added: $0.6] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

We had marketable debt securities of [removed: $4.2] [added: $9.0] billion and [removed: $6.0] [added: $4.2] billion classified as available-for-sale at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

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: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Equity Price Risk We are subject to equity price risk due to market price volatility [added: primarily] related to our investment in [removed: Lyft and] PSA warrants.

The fair value of investments with exposure to equity price risk was [added: $1.2 billion and] $1.5 billion at December 31, [added: 2020 and] 2019.

Our investment in [removed: Lyft is valued based on the quoted market price, and our investment in] PSA warrants is valued based on a Black-Scholes formula.

We estimate that a 10% adverse change in quoted security prices in [removed: Lyft and] PSA Group would impact our [removed: investments] [added: investment] by $0.1 [removed: billion.][added: billion at December 31, 2020 and 2019.]

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

At December 31, [removed: 2018,] [added: 2020,] GM Financial was asset-sensitive, meaning that more assets than liabilities were expected to re-price within the next twelve months.

During a period of rising interest rates, the interest earned on assets would increase more than the interest paid on [removed: debt,] [added: liabilities,] which would initially increase net interest income.

| | [added: | |] Years Ended December 31, | | | | | | | [added: | |]

| One hundred basis points instantaneous increase in interest rates | [added: | |] $ | [removed: (4.6] [added: 29.7] | [removed: )] | | [added: | |] $ | [removed: 10.7] [added: (4.6)] | |

| One hundred basis points instantaneous decrease in interest rates(a) | [added: | |] $ | [removed: 4.6] [added: (29.7)] | | | [added: | |] $ | [removed: (10.7] [added: 4.6] | [removed: )] |

[removed: |] (a) [removed: |] Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent. [removed: |]

When a different currency is used GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the local currency of the receivables and [removed: lease] [added: leased] assets to minimize any impact to earnings.

GM Financial had foreign currency swaps with notional amounts of [removed: $6.2] [added: $7.6] billion and [removed: $3.9] [added: $6.2] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

The [added: net] fair value of these derivative financial instruments was [added: an asset of $0.4 billion and an] insignificant [added: amount] at December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

| | [added: | |] Years Ended December 31, | | | | | | | [added: | |]

| Translation (gains) losses recorded in Accumulated other comprehensive loss | [added: | |] $ | [removed: (5] [added: 82] | [removed: )] | | [added: | |] $ | [removed: 291] [added: (5)] | |

| Transaction and remeasurement [removed: (gains) losses,] [added: gains,] net recorded in earnings | [added: | |] $ | [removed: (8] [added: (6)] | [removed: )] | | [added: | |] $ | [removed: 12] [added: (8)] | |

We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, cash flows, and equity for [added: each of] the [removed: two] [added: three] years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 5, 2020] [added: 10, 2021] expressed an unqualified opinion thereon.

| | [added: | |] Product warranty and recall campaigns | [added: | |]

| Description of the matter | [added: | |] As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to [removed: $7.8] [added: $8.2] billion at December 31, [removed: 2019.] [added: 2020.] The Company accrues for costs related to product warranty at the time of vehicle sale and accrues the estimated cost of recall campaigns when they are probable and estimable, which is generally at the time of sale. | [added: | |]

| | [added: | |] Auditing these liabilities [removed: is complex and involves] [added: involved] a high degree of subjectivity in evaluating management’s estimates, due to the size, uncertainties, and potential volatility related to the estimated liabilities. Management’s estimates consider historical claims experience, including the nature, frequency, and average cost of claims of each vehicle line or each model year of the vehicle line, and the key assumptions of historical data being predictive of future activity and events, in particular, the number of historical periods used and the weighing of historical data in the reserve studies. | [added: | |]

| How we addressed the matter in our audit | [added: | |] We evaluated the design and tested the operating effectiveness of internal controls over the Company’s product warranty and recall campaign processes. We tested internal controls over management’s review of the valuation models and significant assumptions for product warranty and recall including the warranty claims forecasted based on the frequency and average cost per warranty claim for product warranty, and the cost estimates related to recall campaigns. Our audit also included the evaluation of controls that address the completeness and accuracy of the data utilized in the valuation models. | [added: | |]

| | [added: | |] Our audit procedures related to product warranty and recall campaigns also included, among others, evaluating the Company’s estimation methodology, the related significant assumptions and underlying data, and performing analytical procedures to corroborate cost per vehicle based on historical claims data. Furthermore, we performed sensitivity analyses to evaluate the significant judgments made by management, including cost estimates to evaluate the impact on reserves from changes in assumptions. We performed analysis over the vehicle lines and model years that had little or no claims experience to ensure the vehicle and model substitutions are comparable. We also involved actuarial specialists to evaluate the methodologies and assumptions, and to test the actuarial calculations used by the Company. | [added: | |]

exposures with respect to forecasted revenues, costs and commitments denominated in foreign currencies.

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the table below.

GM Financial's net interest income sensitivity increased in 2020 as compared to 2019 primarily due to an increased proportion of rate sensitive asset exposure relative to rate sensitive liability exposure.

GM Financial's hedging strategies approved by its global asset liability committee are used to manage interest rate risk within policy guidelines.

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As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, 2020 was insignificant.

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| February 10, 2021 | | |

In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts

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| | 2019 | | | | 2018 | | |

In March 2019 Lyft filed for an initial public offering, which significantly increased the volatility in the fair value of our investment in Lyft.

GM Financial's net interest income sensitivity continued to decrease in 2019 from 2018 primarily due to GM Financial's strategy of hedging fixed-rate asset originations with pay-fixed interest rate swaps.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

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

As discussed in Note 2 to the 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.

Basis for Opinion

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

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.

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[removed: Cruise, formerly GM Cruise,] [added: Cruise] is our global segment responsible for the development and commercialization of autonomous vehicle technology.

On July 31, [removed: 2017] [added: 2017,] we closed the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot, S.A. (PSA Group).

On October 31, [removed: 2017] [added: 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 is presented as discontinued operations in our consolidated financial statements for all periods presented.

In the year ended December 31, [removed: 2019, 34%] [added: 2020, 30.5%] of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by automotive segment (vehicles in thousands):

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]

| | [added: | | 2020 | | | | | | | | | | | |] 2019 | | | | | | [removed: 2018] | | | | | | [removed: 2017] [added: 2018] | | | | | [added: | | | |]

| GMNA | [added: | | 2,707 | | | | | | 80.3 | | % | | | |] 3,214 | | | [added: | | |] 76.4 | [added: |] % | | [removed: 3,555] | | [added: 3,555] | [removed: 75.5] | [removed: %] | | [removed: 3,511] | | [added: 75.5] | [removed: 73.5] | % |

| GMI | [added: | | 663 | | | | | | 19.7 | | % | | | |] 995 | | | [added: | | |] 23.6 | [added: |] % | | [removed: 1,152] | | [added: 1,152] | [removed: 24.5] | [removed: %] | | [removed: 1,267] | | [added: 24.5] | [removed: 26.5] | % |

| Total | [removed: 4,209] | | [added: 3,370] | [added: | | | | |] 100.0 | [added: |] % | | [removed: 4,707] | | [added: 4,209] | [added: | | | | |] 100.0 | [added: |] % | | [removed: 4,778] | | [added: 4,707] | [added: | | | | |] 100.0 | [added: |] % |

[removed: While total vehicle sales data does not correlate] directly to the revenue we recognize during a particular period, we believe it is indicative of the underlying demand for our vehicles.

The following table summarizes [removed: total] industry [added: and GM total] vehicle sales and our related competitive position by geographic region (vehicles in thousands):

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | | 2020 | | | | | | | | | | | | | | | | | |] 2019 | | | | | | | | | [removed: 2018] | | | | | | | | | [removed: 2017] [added: 2018] | | | | | | | | [added: | | | | | | |]

| | [added: | |] Industry | | | [added: | | |] GM | | | [added: | | |] Market Share | | | [added: | | |] Industry | | | [added: | | |] GM | | | [added: | | |] Market Share | | | [added: | | |] Industry | | | [added: | | |] GM | | | [added: | | |] Market Share | | [added: |]

| North America | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| United States | [removed: 17,533] | | [added: 14,924] | [added: | | | | | 2,547 | | | | | | 17.1 | | % | | | | 17,499 | | | | | |] 2,887 | | | [added: | | |] 16.5 | [added: |] % | | [removed: 17,721] | | [added: 17,721] | [removed: 2,954] | | | [removed: 16.7] | [removed: %] | [added: 2,954] | [removed: 17,570] | | | [removed: 3,002] | | [added: 16.7] | [removed: 17.1] | % |

| Other | [removed: 3,642] | | [added: 2,798] | [added: | | | | | 377 | | | | | | 13.5 | | % | | | | 3,645 | | | | | |] 480 | | | [added: | | |] 13.2 | [added: |] % | | [removed: 3,839] | | [added: 3,839] | [removed: 536] | | | [removed: 14.0] | [removed: %] | [added: 536] | [removed: 3,980] | | | [removed: 574] | | [added: 14.0] | [removed: 14.4] | % |

| Total North America | [removed: 21,175] | | [added: 17,722] | [added: | | | | | 2,924 | | | | | | 16.5 | | % | | | | 21,144 | | | | | |] 3,367 | | | [added: | | |] 15.9 | [added: |] % | | [removed: 21,560] | | [added: 21,560] | [removed: 3,490] | | | [removed: 16.2] | [removed: %] | [added: 3,490] | [removed: 21,550] | | | [removed: 3,576] | | [added: 16.2] | [removed: 16.6] | % |

| Asia/Pacific, Middle East and Africa | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| China(a) | [added: | | 24,922 | | | | | | 2,901 | | | | | | 11.6 | | % | | | |] 25,398 | | | [added: | | |] 3,094 | | | [added: | | |] 12.2 | [added: |] % | | [removed: 26,519] | | [added: 26,519] | [removed: 3,645] | | | [removed: 13.7] | [removed: %] | [added: 3,645] | [removed: 28,231] | | | [removed: 4,041] | | [added: 13.7] | [removed: 14.3] | % |

| [removed: Other(b)] [added: Other] | [removed: 21,503] | | [added: 17,986] | [added: | | | | | 533 | | | | | | 3.0 | | % | | | | 21,457 | | | | | |] 584 | | | [added: | | |] 2.7 | [added: |] % | | [removed: 22,258] | | [added: 22,258] | [removed: 557] | | | [removed: 2.5] | [removed: %] | [added: 557] | [removed: 21,288] | | | [removed: 629] | | [added: 2.5] | [removed: 3.0] | % |

| Total Asia/Pacific, Middle East and Africa | [removed: 46,901] | | [added: 42,908] | [removed: 3,678] | | | [removed: 7.8] | [added: | 3,434 | | | | | | 8.0 | |] % | | [removed: 48,777] | | [added: 46,855] | [removed: 4,202] | | | [removed: 8.6] | [added: | 3,678 | | | | | | 7.9 | |] % | | [removed: 49,519] | | [added: 48,777] | [removed: 4,670] | | | [removed: 9.4] | [added: | 4,202 | | | | | | 8.6 | |] % |

| South America | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Brazil | [added: | | 2,057 | | | | | | 338 | | | | | | 16.4 | | % | | | |] 2,787 | | | [added: | | |] 476 | | | [added: | | |] 17.1 | [added: |] % | | [removed: 2,566] | | [added: 2,566] | [removed: 434] | | | [removed: 16.9] | [removed: %] | [added: 434] | [removed: 2,239] | | | [removed: 394] | | [added: 16.9] | [removed: 17.6] | % |

| Other | [added: | | 1,101 | | | | | | 132 | | | | | | 12.0 | | % | | | |] 1,531 | | | [added: | | |] 193 | | | [added: | | |] 12.6 | [added: |] % | | [removed: 1,925] | | [added: 1,925] | [removed: 256] | | | [removed: 13.3] | [removed: %] | [added: 256] | [removed: 1,928] | | | [removed: 275] | | [added: 13.3] | [removed: 14.3] | % |

| Total South America | [added: | | 3,158 | | | | | | 470 | | | | | | 14.9 | | % | | | |] 4,318 | | | [added: | | |] 669 | | | [added: | | |] 15.5 | [added: |] % | | [removed: 4,491] | | [added: 4,491] | [removed: 690] | | | [removed: 15.4] | [removed: %] | [added: 690] | [removed: 4,167] | | | [removed: 669] | | [added: 15.4] | [removed: 16.1] | % |

| Total in GM markets | [removed: 72,394] | | [added: 63,788] | [removed: 7,714] | | | [added: | | 6,828 | | | | | |] 10.7 | [added: |] % | | [removed: 74,828] | | [added: 72,317] | [removed: 8,382] | | | [removed: 11.2] | [added: | 7,714 | | | | | | 10.7 | |] % | | [removed: 75,236] | | [added: 74,828] | [removed: 8,915] | | | [removed: 11.8] | [added: | 8,382 | | | | | | 11.2 | |] % |

| Total [removed: Worldwide(c)] [added: Worldwide(b)] | [removed: 91,270] | | [added: 78,583] | [added: | | | | | 6,829 | | | | | | 8.7 | | % | | | | 91,338 | | | | | |] 7,718 | | | [added: | | |] 8.5 | [added: |] % | | [removed: 93,756] | | [added: 93,756] | [removed: 8,386] | | | [removed: 8.9] | [removed: %] | [added: 8,386] | [removed: 94,426] | | | [removed: 9,600] | | [added: 8.9] | [removed: 10.2] | % |

| United States | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Total United States | [removed: 17,533] | | [added: 14,924] | [added: | | | | | 2,547 | | | | | | 17.1 | | % | | | | 17,499 | | | | | |] 2,887 | | | [added: | | |] 16.5 | [added: |] % | | [removed: 17,721] | | [added: 17,721] | [removed: 2,954] | | | [removed: 16.7] | [removed: %] | [added: 2,954] | [removed: 17,570] | | | [removed: 3,002] | | [added: 16.7] | [removed: 17.1] | % |

| China(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| SGMS | | | | [added: | | | | | 1,407 | | | | | | | | | | | | | | | | | |] 1,482 | | | | | | | | | [removed: 1,749] | | | | | | | | | [removed: 1,906] [added: 1,749] | | | | | [added: | | | |]

| SGMW | | | | [added: | | | | | 1,494 | | | | | | | | | | | | | | | | | |] 1,612 | | | | | | | | | [removed: 1,896] | | | | | | | | | [removed: 2,135] [added: 1,896] | | | | | [added: | | | |]

| Total China | [added: | | 24,922 | | | | | | 2,901 | | | | | | 11.6 | | % | | | |] 25,398 | | | [added: | | |] 3,094 | | | [added: | | |] 12.2 | [added: |] % | | [removed: 26,519] | | [added: 26,519] | [removed: 3,645] | | | [removed: 13.7] | [removed: %] | [added: 3,645] | [removed: 28,231] | | | [removed: 4,041] | | [added: 13.7] | [removed: 14.3] | % |

[removed: |] (a) [removed: |] Includes sales by our Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW). [removed: |]

[removed: | (c) | Cuba, Iran, North Korea, Sudan and Syria are subject to broad economic sanctions.] Accordingly these countries are excluded from industry sales data and corresponding calculation of market share. [removed: |]

Refer to [removed: the Overview in] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) [added: and Note 24 to our consolidated financial statements] for [removed: discussion on changes in market share by region.][added: financial information about our segments.]

| | [added: | |] Years Ended December 31, | | | | | | | | [added: | | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | [removed: 2018] | | | [removed: 2017] [added: 2018] | | [added: |]

| GMNA | [added: | | 493 | | | | | |] 741 | | | [removed: 740] | | | [removed: 691] [added: 740] | | [added: |]

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

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

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

While total vehicle sales data does not correlate

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

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

| Total Europe | | | 14,795 | | | | | | 1 | | | | | | — | | % | | | | 19,021 | | | | | | 4 | | | | | | — | | % | | | | 18,928 | | | | | | 4 | | | | | | — | | % |

| Cars | | | 3,366 | | | | | | 239 | | | | | | 7.1 | | % | | | | 4,632 | | | | | | 389 | | | | | | 8.4 | | % | | | | 5,206 | | | | | | 560 | | | | | | 10.7 | | % |

| Trucks | | | 4,055 | | | | | | 1,257 | | | | | | 31.0 | | % | | | | 4,494 | | | | | | 1,332 | | | | | | 29.7 | | % | | | | 4,215 | | | | | | 1,360 | | | | | | 32.3 | | % |

| Crossovers | | | 7,503 | | | | | | 1,051 | | | | | | 14.0 | | % | | | | 8,373 | | | | | | 1,166 | | | | | | 13.9 | | % | | | | 8,300 | | | | | | 1,034 | | | | | | 12.5 | | % |

(b) Cuba, Iran, North Korea, Sudan and Syria are subject to broad economic sanctions.

In the year ended December 31, 2020, we estimate we were the market share leader in North America.

Refer to the "Overview" section in Part II, Item 7.

MD&A for discussion on changes in market share by region.

We have also announced our all-new Ultium battery electric architecture capable of more than 400 miles of GM-estimated range on a full charge that will launch on the upcoming GMC Hummer EV in 2021, followed by the Cadillac LYRIQ in 2022 and additional models by 2025.

Our new electric vehicle assembly facilities will include Detroit-Hamtramck Assembly, renamed "Factory ZERO".

In January 2020, we announced a $2.2 billion investment in our Factory ZERO assembly plant, which is being re-tooled into a fully-dedicated electric vehicle facility to produce the GMC Hummer EV, Cruise Origin, a shared self-driving vehicle, and other electric vehicles.

In October 2020, we also announced a $2.0 billion investment in our Spring Hill Manufacturing facility in Tennessee, where we will build the Cadillac LYRIQ.

For fleet vehicles, this means turnkey charging solutions and fleet and facility energy management services.

In January 2021, we announced a new business, BrightDrop, which will offer an ecosystem of electric first-to-last mile products, software and services designed to help delivery and logistics companies deliver goods more efficiently.

In addition, we plan to invest approximately CAD $1.0 billion to convert our CAMI manufacturing plant in Ingersoll, Ontario to produce the BrightDrop EV600 electric cargo van.

We believe that building all-electric vehicles with autonomous capabilities integrated from the beginning, rather than through retrofits, is the most efficient way to unlock the tremendous potential societal benefits of self-driving cars.

In January 2020, the Cruise Origin was unveiled by Cruise which is being co-developed by GM, Cruise and Honda Motor Company, Ltd. (Honda).

The Cruise Origin will be built on General Motors’ all-new modular architecture, powered by the Ultium battery system.

In October 2020, Cruise received a permit from the California Department of Motor Vehicles to remove back-up drivers from Cruise AV test vehicles in San Francisco and subsequently began truly driverless testing.

Also in October 2020, GM and Cruise announced they will file an exemption petition with the National Highway Traffic Safety Administration (NHTSA) seeking regulatory approval for the Origin’s deployment, and have withdrawn an earlier exemption petition that was limited to the Cruise AVs derived from the Chevrolet Bolt platform.

In January 2021, we announced that Microsoft Corporation (Microsoft) will join us and other investors in a $2.2 billion investment in Cruise.

Cruise may continue to opportunistically seek additional funding in this round in 2021.

Given the potential of all-electric self-driving vehicles to help save lives, reshape our cities and reduce emissions, the goal of Cruise is to deliver its self-driving services as soon as possible, with safety being the gating metric.

We believe hydrogen fuel cells will play an important role in many automotive applications, such as commercial vehicles, where customers will derive additional benefits from the ability to refuel quickly, extended range, and suitability for heavier payloads and central refueling of large fleets.

GM is also evaluating promising fuel cell end-use applications for aerospace, stationary backup power and mobile power.

In addition, GM and Honda, through their long-term strategic alliance to collaborate in research and advanced engineering efforts on fuel cell systems, are developing and commercializing fuel cell systems with production scheduled for the early 2020s.

In January 2021, we announced an agreement to supply our Hydrotec fuel cell power cubes to Navistar for use in its production model fuel cell electric vehicle.

We also offer Super Cruise, the industry's first hands-free driver assistance feature for enabled roads, which is powered by vehicle connectivity by means of a Super Cruise subscription.

The Super Cruise plan enables real-time GPS and mapping updates and connects the vehicle to an OnStar emergency advisor for situations in which a driver is non-responsive to escalating alerts.

Super Cruise will be expanded to be included on 22 models by 2023.

We purchase systems, components and parts from suppliers.

A global semiconductor supply shortage is having wide-ranging effects across multiple industries, particularly the automotive industry.

Risk Factors for further discussion of this risk.

Refer to Item 1A.

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

| Discontinued operations | — | | | | | | — | | | | | | 696 | | | | |

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

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

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

| Total Europe | 18,876 | | | 4 | | | — | % | | 18,928 | | | 4 | | | — | % | | 19,190 | | | 685 | | | 3.6 | % |

| Cars | 4,842 | | | 389 | | | 8.0 | % | | 5,389 | | | 560 | | | 10.4 | % | | 6,145 | | | 709 | | | 11.5 | % |

| Trucks(d) | 4,496 | | | 1,332 | | | 29.6 | % | | 4,215 | | | 1,360 | | | 32.3 | % | | 4,004 | | | 1,328 | | | 33.2 | % |

| Crossovers(d) | 8,195 | | | 1,166 | | | 14.2 | % | | 8,117 | | | 1,034 | | | 12.7 | % | | 7,421 | | | 965 | | | 13.0 | % |

| | |

| --- | --- |

| | |

| --- | --- |

| (b) | Includes Industry and GM sales in India and South Africa where we ceased vehicle sales for those domestic markets as of December 31, 2017. |

| | |

| --- | --- |

| | |

| --- | --- |

| (d) | Certain industry vehicles have been reclassified between these vehicle segments. GM vehicles were not impacted by this change. The prior period has been recast to reflect the changes. |

In the year ended December 31, 2019, we estimate we were the market share leader in each of North America and South America, and had the number four market share in the Asia/Pacific, Middle East and Africa region, which included the number two market share in China.

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

We have also announced our all-new battery electric architecture that will launch on an upcoming Cadillac model.

We confirmed the GMC Hummer EV, an upcoming battery electric truck, will be built at Detroit-Hamtramck Assembly, which is being re-tooled into a fully-dedicated electric vehicle facility.

This collaboration will enable access to the largest collective electric vehicle charging network in the U.S.

*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.

Maven is available in 15 cities in the U.S., Canada and Australia at December 31, 2019.

An example of our 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.

We are actively testing autonomous vehicles in the U.S. Gated by safety and regulation, we continue to make significant progress toward commercialization of a network of on-demand autonomous vehicles in the U.S. The Cruise AV is our production-intent self-driving vehicle that was engineered from the start to operate safely on its own, with no driver.

Our Chevrolet Equinox fuel cell electric vehicle demonstration programs, such as Project Driveway, have accumulated more than three million miles of real-world driving.

These programs are helping us identify consumer and infrastructure needs to understand the business case for potential production of vehicles with this technology.

We are exploring non-traditional automotive uses for fuel cells in several areas, including demonstrations with the U.S. Army and U.S. Navy.

In addition, we signed a co-development agreement and established a nonconsolidated joint venture with Honda Motor Co., Ltd. (Honda) for a next-generation fuel cell system and hydrogen storage technologies, aiming for commercialization in the early 2020s.

While no single piece of intellectual property is

Localities can implement China 6 requirements earlier than the nationwide deadlines if certain enabling criteria are met.

continuing discussions with German and European authorities concerning emissions control systems.

The amount of these civil penalties is the subject of litigation currently pending in the U.S. Court of Appeals for the Second Circuit.

The discussion under "Litigation-Related Liability and Tax Administrative Matters" in Note 16 to our consolidated financial statements is incorporated by reference into this Part [removed: II] [added: I] - Item 3.

Washington, DC [removed: 20549-1004][added: 20549]

[removed: Form 10-K][added: Form 10-K]

| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number 001-34960][added: number 001-34960]

| Delaware | | | | | | | | [added: | | | | | | | | | | | | | | | |] 27-0756180 | | | | | | [added: | | | | | | | | | | | |]

| *(State or other jurisdiction [removed: of* *incorporation] [added: of incorporation] or organization)* | | | | | | | | [added: | | | | | | | | | | | | | | | |] *(I.R.S. [removed: Employer* *Identification] [added: Employer Identification] No.)* | | | | | | [added: | | | | | | | | | | | |]

| | [added: | |] 300 Renaissance Center, | | | | [added: | | | | | | | |] Detroit, | [added: | |] Michigan | | [added: | | | |] 48265 | | | [added: | | | | | |] \-3000 | | | [added: | | | | | |]

| *(Address of principal executive offices)* | | | | | | | | [added: | | | | | | | | | | | | | | | |] *(Zip Code)* | | | | | | [added: | | | | | | | | | | | |]

[removed: (313) 667-1500][added: (313) 667-1500]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $0.01 par value | [added: | |] GM | [added: | |] New York Stock Exchange | [added: | |]

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: $54.7] [added: $36.1] billion as of June 30, [removed: 2019.][added: 2020.]

As of January [removed: 24, 2020] [added: 29, 2021] there were [removed: 1,429,002,063] [added: 1,440,912,820] shares of common stock outstanding.

| | | | [added: | | | | | |] Page | [added: | |]

| PART I | | | | [added: | | | | | | | |]

| Item 1. | [added: | |] Business | | [removed: [1](#s2EAC8529DD3E5410AF980633FB03C77C)] | [added: | | | [1](#ieee2899b8b35459aafa9deae73b6a406_13) | | |]

| Item 1A. | [added: | |] Risk Factors | | [removed: [10](#s01D790EC64115268A6D0D834141CED9F)] | [added: | | | [13](#ieee2899b8b35459aafa9deae73b6a406_16) | | |]

| Item 1B. | [added: | |] Unresolved Staff Comments | | [removed: [17](#sBD4DC0BD78E2549FA0FFEDEF3BDE4375)] | [added: | | | [20](#ieee2899b8b35459aafa9deae73b6a406_19) | | |]

| Item 2. | [added: | |] Properties | | [removed: [17](#sF611E9A6CCD656979BF385DD51C2DF1F)] | [added: | | | [21](#ieee2899b8b35459aafa9deae73b6a406_22) | | |]

| Item 3. | [added: | |] Legal Proceedings | | [removed: [17](#s72188EBB3A625607ADF4AF3E18EFBEA4)] | [added: | | | [21](#ieee2899b8b35459aafa9deae73b6a406_25) | | |]

| Item 4. | [added: | |] Mine Safety Disclosures | | [removed: [17](#sF794DCE4288D574A8D95B2B4073844B3)] | [added: | | | [21](#ieee2899b8b35459aafa9deae73b6a406_28) | | |]

| PART II | | | | [added: | | | | | | | |]

| Item 5. | [added: | |] Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | [removed: [18](#sC266CBF5F8935372B717ABF57712149A)] | [added: | | | [21](#ieee2899b8b35459aafa9deae73b6a406_34) | | |]

| Item 6. | [added: | |] Selected Financial Data | | [removed: [19](#sE37ECE46A5695B2CBB1491DAC3B4E19A)] | [added: | | | [23](#ieee2899b8b35459aafa9deae73b6a406_37) | | |]

| Item 7. | [added: | |] Management’s Discussion and Analysis of Financial Condition and Results of Operations | | [removed: [19](#sB50E99BA941C53DA8FC0355C874F88B3)] | [added: | | | [23](#ieee2899b8b35459aafa9deae73b6a406_40) | | |]

| Item 7A. | [added: | |] Quantitative and Qualitative Disclosures About Market Risk | | [removed: [39](#s44F9361696B9580DB6C21B8D163F54D3)] | [added: | | | [44](#ieee2899b8b35459aafa9deae73b6a406_91) | | |]

| Item 8. | [added: | |] Financial Statements and Supplementary Data | | [removed: [47](#s231383B9EB3F537B9A8CACF361595ADA)] | [added: | | | [51](#ieee2899b8b35459aafa9deae73b6a406_97) | | |]

| | [added: | |] Consolidated Income Statements | | [removed: [47](#s2741EF67330E5E1EAFD9424165BC78B7)] | [added: | | | [51](#ieee2899b8b35459aafa9deae73b6a406_100) | | |]

| | [added: | |] Consolidated Statements of Comprehensive Income | | [removed: [47](#s2741EF67330E5E1EAFD9424165BC78B7)] | [added: | | | [51](#ieee2899b8b35459aafa9deae73b6a406_100) | | |]

| | [added: | |] Consolidated Balance Sheets | | [removed: [48](#s389E78A67A35554E92522B40FD35AF33)] | [added: | | | [52](#ieee2899b8b35459aafa9deae73b6a406_103) | | |]

| | [added: | |] Consolidated Statements of Cash Flows | | [removed: [49](#sE19AB8F838005C659CF44C807103C01A)] | [added: | | | [53](#ieee2899b8b35459aafa9deae73b6a406_109) | | |]

| | [added: | |] Consolidated Statements of Equity | | [removed: [50](#sD2479386BF095F2E931B2F5155B5B38D)] | [added: | | | [54](#ieee2899b8b35459aafa9deae73b6a406_112) | | |]

| | [added: | |] Notes to Consolidated Financial Statements | | [removed: [51](#s9CE6AF67C1555614915A829828DE43D6)] | [added: | | | [55](#ieee2899b8b35459aafa9deae73b6a406_115) | | |]

| | [added: | |] Note 1. | [added: | |] Nature of Operations and Basis of Presentation | [removed: [51](#s9CE6AF67C1555614915A829828DE43D6)] | [added: | [55](#ieee2899b8b35459aafa9deae73b6a406_115) | | |]

| | [added: | |] Note 2. | [added: | |] Significant Accounting Policies | [removed: [51](#sBB6F46F8FB9058D1B3157BC8B2B832EE)] | [added: | [55](#ieee2899b8b35459aafa9deae73b6a406_118) | | |]

| | [added: | |] Note 3. | [added: | |] Revenue | [removed: [58](#s06CD42F5D57D5A2E9C56795D322CF37D)] | [added: | [62](#ieee2899b8b35459aafa9deae73b6a406_124) | | |]

| | [added: | |] Note 4. | [added: | |] Marketable and Other Securities | [removed: [60](#s10B27BF5271E54CFBB052E0888B3D3D8)] | [added: | [64](#ieee2899b8b35459aafa9deae73b6a406_130) | | |]

| | [added: | |] Note 5. | [added: | |] GM Financial Receivables and Transactions | [removed: [61](#s0E5C698E76FA505EA0A0BEFFE7F1A18C)] | [added: | [65](#ieee2899b8b35459aafa9deae73b6a406_136) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| | | | Note 24. | | | Segment Reporting | | | [95](#ieee2899b8b35459aafa9deae73b6a406_223) | | |

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| | | | Note 26. | | | Subsequent Event | | | [98](#ieee2899b8b35459aafa9deae73b6a406_2334) | | |

| Item 15. | | | Exhibit and Financial Statement Schedules | | | | | | [101](#ieee2899b8b35459aafa9deae73b6a406_247) | | |

| Signatures | | | | | | | | | [105](#ieee2899b8b35459aafa9deae73b6a406_253) | | |

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| | Note 24. | Supplementary Quarterly Financial Information (Unaudited) | [91](#s22D7D2FB6B815545B1ADA4C82C378EF0) |

| | Note 25. | Segment Reporting | [91](#s1667BCBB310659BDB6A6FF3A2312A486) |

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| Item 15. | Exhibits | | [97](#s18008DF90293520CA3052DD9274BB9FA) |

| Signatures | | | [100](#s8D4A8E7ABC1E5A7492D7C0CA9A233519) |

None.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

None

At December 31, [removed: 2019] [added: 2020,] 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: 32] [added: 29] 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, [removed: Ecuador, Mexico,] [added: Mexico] and South Korea.

GM Financial has [removed: 43] [added: 37] facilities, of which [removed: 28] [added: 24] are located in the U.S. The major facilities outside the U.S. are located in Brazil, [removed: Canada] [added: Canada, China] and Mexico.

Not applicable.

Not applicable

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Holders At January [removed: 24, 2020] [added: 29, 2021,] we had 1.4 billion issued and outstanding shares of common stock held by [removed: 488] [added: 471] holders of record.

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, [removed: 2019:][added: 2020:]

| | [added: | |] Total Number of Shares Purchased(a) | | | [added: | | |] Weighted Average Price Paid per Share | | | | [added: | |] Total Number of Shares Purchased Under Announced Programs(b) | | | [added: | | |] Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs | [added: | |]

[removed: | (a) | Shares purchased consist of 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, [removed: RSAs,] RSUs, PSUs or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company. [removed: Refer to Note 23 to our consolidated financial statements for additional details on employee stock incentive plans. |]

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

Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's 500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years.

It assumes $100 was invested on December 31, 2015, with dividends being reinvested.


The following table summarizes stock performance graph data points in dollars:

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| | | | Years ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2015 | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

| General Motors Company | | | $100 | | | | | | $107 | | | | | | $132 | | | | | | $112 | | | | | | $128 | | | | | | $148 | | |

| S&P 500 Stock Index | | | $100 | | | | | | $112 | | | | | | $136 | | | | | | $130 | | | | | | $171 | | | | | | $203 | | |

| Dow Jones Automobile & Parts Titans 30 Index | | | $100 | | | | | | $98 | | | | | | $118 | | | | | | $93 | | | | | | $106 | | | | | | $160 | | |

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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| October 1, 2020 through October 31, 2020 | | | 38,520 | | | | | | $ | 30.97 | | | | | — | | | | | | $3.3 billion | | |

| November 1, 2020 through November 30, 2020 | | | 26,509 | | | | | | $ | 45.06 | | | | | — | | | | | | $3.3 billion | | |

| December 1, 2020 through December 31, 2020 | | | 29,198 | | | | | | $ | 41.62 | | | | | — | | | | | | $3.3 billion | | |

| Total | | | 94,227 | | | | | | $ | 38.23 | | | | | — | | | | | | | | |

(a) Shares purchased consist of 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) and Performance Stock Units (PSUs) relating to compensation plans.

Refer to Note 23 to our consolidated financial statements for additional details on employee stock incentive plans.

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| October 1, 2019 through October 31, 2019 | 23,723 | | | $ | 36.08 | | | — | | | $3.4 billion |

| November 1, 2019 through November 30, 2019 | 3,480 | | | $ | 37.16 | | | — | | | $3.4 billion |

| December 1, 2019 through December 31, 2019 | 29,090 | | | $ | 36.28 | | | — | | | $3.4 billion |

| Total | 56,293 | | | $ | 36.25 | | | — | | | |

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Not applicable.

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| | At and for the Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | |

| Income Statement Data: | | | | | | | | | | | | | | | | | | | |

| Total net sales and revenue | $ | 137,237 | | | $ | 147,049 | | | $ | 145,588 | | | $ | 149,184 | | | $ | 135,725 | |

| Income from continuing operations(a) | $ | 6,667 | | | $ | 8,075 | | | $ | 330 | | | $ | 9,269 | | | $ | 9,590 | |

| Basic earnings per common share – continuing operations(a) | $ | 4.62 | | | $ | 5.66 | | | $ | 0.23 | | | $ | 6.12 | | | $ | 6.09 | |

| Diluted earnings per common share – continuing operations(a) | $ | 4.57 | | | $ | 5.58 | | | $ | 0.22 | | | $ | 6.00 | | | $ | 5.89 | |

| Dividends declared per common share | $ | 1.52 | | | $ | 1.52 | | | $ | 1.52 | | | $ | 1.52 | | | $ | 1.38 | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |

| Total assets(b) | $ | 228,037 | | | $ | 227,339 | | | $ | 212,482 | | | $ | 221,690 | | | $ | 194,338 | |

| Automotive notes and loans payable | $ | 14,386 | | | $ | 13,963 | | | $ | 13,502 | | | $ | 10,560 | | | $ | 8,535 | |

| GM Financial notes and loans payable | $ | 88,938 | | | $ | 90,988 | | | $ | 80,717 | | | $ | 64,563 | | | $ | 45,479 | |

| Total equity | $ | 45,957 | | | $ | 42,777 | | | $ | 36,200 | | | $ | 44,075 | | | $ | 40,323 | |

_________

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| (a) | We estimate that the lost vehicle production volumes and parts sales due to the UAW strike had an unfavorable pre-tax impact of approximately $3.6 billion on our Income from continuing operations in the year ended December 31, 2019. In the year ended December 31, 2019 we recorded: (1) pre-tax charges of $1.8 billion related to transformation activities including accelerated depreciation, supplier-related charges and other charges; and (2) a pre-tax benefit of $1.4 billion related to the retrospective recoveries of indirect taxes in Brazil. In the year ended December 31, 2018 we recorded: (1) pre-tax charges of $1.3 billion related to transformation activities including employee separation, accelerated depreciation and other charges; (2) pre-tax charges of $1.1 billion related to the closure of a facility and other restructuring actions in Korea; (3) pre-tax charges of $0.4 billion for ignition switch related legal matters; and (4) a non-recurring tax benefit of $1.0 billion related to foreign earnings. In the year ended December 31, 2017 we recorded: (1) tax expense of $7.3 billion related to U.S. tax reform legislation; (2) $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 (3) pre-tax charges of $0.5 billion related to restructuring actions in India and South Africa. In the year ended December 31, 2015 we recorded: (1) the reversal of deferred tax asset valuation allowances of $3.9 billion in Europe; and (2) pre-tax charges related to the Ignition Switch Recall Compensation Program and for various legal matters of approximately $1.6 billion. |

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| (b) | Total assets included assets held for sale of $20.6 billion and $20.0 billion at December 31, 2016 and 2015. |

| | [added: | |] Years Ended December 31, | | | | | | | | | | | [added: | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| Net sales and revenue | | | | | | | | | | | | [added: | | | | | |]

| Automotive | [added: | |] $ | [removed: 122,697] [added: 108,673] | | | [added: | |] $ | [removed: 133,045] [added: 122,697] | | | [added: | |] $ | [removed: 133,449] [added: 133,045] | |

| GM Financial | [removed: 14,540] | | [added: 13,812] | | [removed: 14,004] | | | | [removed: 12,139] [added: 14,540] | | | [added: | | | 14,004 | | |]

| Total net sales and revenue (Note 3) | [removed: 137,237] | | [added: 122,485] | | [removed: 147,049] | | | | [removed: 145,588] [added: 137,237] | | | [added: | | | 147,049 | | |]

| Costs and expenses | | | | | | | | | | | | [added: | | | | | |]

| Automotive and other cost of sales | [removed: 110,651] | | [added: 97,539] | | [removed: 120,656] | | | | [removed: 116,229] [added: 110,651] | | | [added: | | | 120,656 | | |]

| GM Financial interest, operating and other expenses | [removed: 12,614] | | [added: 11,274] | | [removed: 12,298] | | | | [removed: 11,128] [added: 12,614] | | | [added: | | | 12,298 | | |]

| Automotive and other selling, general and administrative expense | [removed: 8,491] | | [added: 7,038] | | [removed: 9,650] | | | | [removed: 9,570] [added: 8,491] | | | [added: | | | 9,650 | | |]

| Total costs and expenses | [removed: 131,756] | | [added: 115,851] | | [removed: 142,604] | | | | [removed: 136,927] [added: 131,756] | | | [added: | | | 142,604 | | |]

| Operating income | [removed: 5,481] | | [added: 6,634] | | [removed: 4,445] | | | | [removed: 8,661] [added: 5,481] | | | [added: | | | 4,445 | | |]

| Automotive interest expense | [removed: 782] | | [added: 1,098] | | [removed: 655] | | | | [removed: 575] [added: 782] | | | [added: | | | 655 | | |]

| Interest income and other non-operating income, net (Note 19) | [removed: 1,469] | | [added: 1,885] | | [removed: 2,596] | | | | [removed: 1,645] [added: 1,469] | | | [added: | | | 2,596 | | |]

| Equity income (Note 8) | [removed: 1,268] | | [added: 674] | | [removed: 2,163] | | | | [removed: 2,132] [added: 1,268] | | | [added: | | | 2,163 | | |]

| Income before income taxes | [removed: 7,436] | | [added: 8,095] | | [removed: 8,549] | | | | [removed: 11,863] [added: 7,436] | | | [added: | | | 8,549 | | |]

| Income tax expense (Note 17) | [removed: 769] | | [added: 1,774] | | [removed: 474] | | | | [removed: 11,533] [added: 769] | | | [added: | | | 474 | | |]

| Income from continuing operations | [removed: 6,667] | | [added: 6,321] | | [removed: 8,075] | | | | [removed: 330] [added: 6,667] | | | [added: | | | 8,075 | | |]