General Motors (GM) 10-K risk factor changes: FY2021 vs FY2020

If we do not deliver new products, [removed: services] [added: services, technologies] and customer experiences in response to increased competition 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 years, particularly as traditional automotive original equipment manufacturers [removed: (OEMs)] shift resources to the development of [removed: electric vehicles.][added: EVs.]

In addition to our traditional competitors, we must also be responsive to the entrance of [added: start-ups and other] non-traditional [removed: participants] [added: competitors] in the automotive industry.

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

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

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

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

[removed: If] [added: Further, if] we [added: are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, or if we] do not adequately prepare for and respond to new kinds of technological innovations, market developments and changing customer needs, our sales, profitability and long-term competitiveness may be harmed.

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

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

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

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

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

Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability, concerns about climate [removed: change] [added: change, including any constraints related to lending on GHG-emitting products,] or other reasons, could weaken the demand for our higher margin vehicles.

More stringent fuel economy regulations could also impact our ability to sell these [added: vehicles or could result in additional costs associated with these] vehicles.

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

Additionally, overall manufacturing capacity in the industry [added: has historically] far [removed: exceeds current] [added: exceeded] demand.

Many manufacturers, including GM, have relatively high fixed labor costs as well as limitations on their ability to close facilities and reduce fixed [removed: costs.][added: costs, often as a result of collective bargaining agreements.]

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

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

These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market share and operating [removed: results.][added: results in these markets.]

Our long-term strategy is dependent upon our ability to [added: profitably] deliver a broad portfolio of [removed: electric vehicles that will drive consumer adoption.] [added: EVs.] The production and profitable sale of [removed: electric vehicles] [added: EVs] has become increasingly important to our long-term business as we accelerate our transition to an all-electric future.

In [removed: 2020,] [added: 2021,] we [removed: announced the] [added: increased our] commitment [removed: of $27 billion in] [added: to] investments in [removed: electric] [added: EV] and [removed: autonomous vehicle] [added: AV] technologies [added: to more than $35.0 billion from 2020] through 2025, with plans to launch [added: more than] 30 new [removed: electric vehicle] [added: EV] models globally [added: across several price points] in that timeframe.

Our [removed: electric vehicle] [added: EV] strategy is dependent on our ability to deliver a broad portfolio of [removed: electric vehicles;] [added: high-quality EVs that are competitive and meet consumer demands;] reduce the costs associated with the manufacture of [removed: electric vehicles;] [added: EVs, particularly with respect to batteries;] increase vehicle range and the energy density of our batteries; license and monetize our proprietary [removed: platforms;] [added: platforms and related innovations; successfully invest in new technologies relative to our peers;] develop new software and services; and leverage our scale, manufacturing capabilities and synergies with existing [removed: internal combustion engine] [added: ICE] vehicles.

In addition, consumer adoption of [removed: electric vehicles] [added: EVs] will be critical to the success of our strategy.

Consumer adoption of [removed: electric vehicles] [added: EVs] could be impacted by numerous factors, including the breadth of the portfolio of [removed: electric vehicles] [added: EVs] available; perceptions about [removed: electric vehicle] [added: EV] features, quality, safety, performance and cost relative to [removed: internal combustion engine] [added: ICE] vehicles; the range over which [removed: electric vehicles] [added: EVs] may be driven on a full battery charge; [added: the proliferation of charging infrastructure, in particular with respect to public EV charging stations; cost and] availability of high fuel-economy [removed: internal combustion engine] [added: ICE] vehicles; [removed: volatility] [added: volatility, or a sustained decrease,] in the cost of [added: petroleum-based] fuel; [removed: government regulations and economic incentives;] [added: failure by governments] and [added: other third parties to make] the [removed: proliferation] [added: investments necessary to make infrastructure improvements, such as greater availability] of [removed: a robust, open-standard electric vehicle] [added: cleaner energy grids and EV] charging [removed: ecosystem.][added: stations, and to provide economic incentives promoting the adoption of EVs; and negative feedback from stakeholders impacting investor and consumer confidence in our company or industry.]

If we are unable to successfully deliver on our [removed: electric vehicle] [added: EV] strategy, it could materially and adversely affect our results of operations, financial condition and growth [removed: prospects.][added: prospects, and could negatively impact our brand and reputation.]

Our [removed: autonomous vehicle] [added: AV] strategy is dependent upon our ability to successfully mitigate unique technological, [removed: operational,] [added: operational] and regulatory risks. [removed: In recent years, we announced significant investments in autonomous vehicle technologies, including in] GM Cruise Holdings LLC (Cruise Holdings), our majority-owned [removed: subsidiary that] [added: subsidiary,] is responsible for the development and commercialization of [removed: autonomous vehicle] [added: AV] technology.

Our [removed: autonomous vehicle] [added: AV] operations are capital intensive and subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware, such as Light Detection and Ranging (LiDAR) sensors and other components; access to sufficient [removed: capital, including with respect to additional Softbank funding;] [added: capital;] risks related to the manufacture of purpose-built [removed: autonomous vehicles;] [added: AVs;] and significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to [removed: autonomous vehicle] [added: AV] technologies than we do.

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

To the extent accidents, cybersecurity breaches or other adverse events associated with our autonomous driving systems occur, we could be subject to liability, [added: reputational harm,] government scrutiny and further regulation, and it could deter consumer adoption of [removed: autonomous vehicle] [added: AV] technology.

The COVID-19 pandemic [added: and its impact on the global economy] 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 [removed: outbreak] [added: pandemic] has [removed: caused] [added: caused, and is continuing to cause,] significant disruption to the global economy, including the automotive industry, and has had a material impact on our [removed: business as discussed in detail in Part II, Item 7.][added: business.]

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 [removed: outbreak,] [added: pandemic,] any subsequent outbreaks [added: of the virus or any related variants] and the [removed: timing] [added: efficacy, availability] and [removed: efficacy] [added: adoption] of [removed: any available] vaccines.

[added: In particular, if the] COVID-19 [added: pandemic] continues [removed: 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) [added: continued or additional] global supply [removed: disruptions;] [added: disruptions, including a delayed recovery from the global semiconductor supply shortage;] (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.

Any resulting financial impact [added: or the duration of such 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.

A number of economic and market conditions drive changes in new vehicle sales, including [added: disruptions in] the [added: new vehicle supply chain, the] availability and prices of used vehicles, levels of [removed: unemployment,] [added: unemployment and inflation,] availability of affordable financing, fluctuations in the cost of fuel, consumer [removed: confidence, real estate values,] [added: confidence and demand for vehicles,] political [removed: unrest,] [added: unrest or uncertainty,] the occurrence of a contagious disease or illness, including [removed: 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),] [added: COVID-19,] barriers to trade and other global economic conditions.

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

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

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

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

Our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex.

If our access to capital were to become significantly constrained, if costs of capital increased significantly, or if our ability to raise capital is challenged relative to our peers, in each case including as a result of any constraints on lending due to concerns about climate change, our ability to execute on our strategic plans could be adversely affected.

Further, the market for highly skilled workers and leaders in our industry is extremely competitive.

Failure to attract, hire, develop, motivate and retain highly qualified and diverse employees could disrupt our operations and adversely affect our strategic plans.

We also plan to use the cash generated by our ICE vehicles to fund our growth strategy, including the development and sale of EVs and AVs.

See “Our operations and products are subject to extensive laws, regulations and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.”

In addition, we have made, and plan to continue to make, significant investments in EV manufacturing capacity based on our expectations for EV demand, which is subject to various risks and uncertainties as described above.

We are subject to risks associated with climate change, including increased regulation of GHG emissions, changing consumer preferences and other risks related to our transition to EVs and the potential increased impacts of severe weather events on our operations and infrastructure. Increasing attention to climate change, increasing societal expectations on companies to address climate change and changes in consumer preferences may result in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements and the potential for increased litigation and governmental investigations.

Climate change regulations at the federal, state or local level or in international jurisdictions could require us to further limit emissions associated with customer use of products we sell, change our manufacturing processes or product portfolio or undertake other activities that may require us to incur additional expense, which may be material.

These requirements may increase the cost of, and/or diminish demand for, our ICE vehicles.

See “Our operations and products are subject to extensive laws, regulations and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.”

Part of our strategy to address these risks includes our transition to EVs, which presents additional risks, including reduced demand for, and therefore profits from, our ICE vehicles, which we plan to use to fund our growth strategy; higher costs related to EV technologies impacting profitability compared to ICE vehicles; and risks related to the success of our EV strategy.

See “Our long-term strategy is dependent upon our ability to profitably deliver a broad portfolio of EVs” and “Our near-term profitability is dependent upon the success of our current line of full-size ICE SUVs and full-size ICE pickup trucks.”

Finally, increased intensity, frequency or duration of storms, droughts or other severe weather events as a result of climate change may disrupt our production and the production, logistics, cost and procurement of products from our suppliers and timely delivery of vehicles to customers, and could negatively impact working conditions at our plants and those of our suppliers.

Any of the foregoing could have a material adverse effect on our financial condition and results of operations.

Any significant decrease in new vehicle sales could materially and adversely affect our results of operations and financial condition.

In addition, any increase in the cost of critical materials for our EV propulsion systems, including lithium, nickel, cobalt and certain rare earth metals, could lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy.

Further, increasing global demand for, and uncertain supply of, such materials could disrupt our or our suppliers’ ability to obtain such materials in a timely manner and/or could lead to increased costs.

limit how and under what conditions we may do business in China, which could materially and adversely affect our profitability and financial condition.

We benefit from many ongoing strategic business relationships, and a significant amount of our operations are conducted by joint ventures, which we cannot operate solely for our benefit. We are engaged in many strategic business relationships, and we expect that such arrangements will continue to be an important factor in the growth and success of our business, particularly in light of industry consolidation.

However, there are no assurances that we will be able to identify or secure suitable business relationships in the future or that our competitors will not capitalize on such opportunities before we do, or that any strategic business relationships that we enter into will be successful.

If we are unable to successfully source and execute on strategic business relationships in the future, our overall growth could be impaired, and our business, prospects and results of operations could be materially adversely affected.

others and create significant interdependencies among manufacturing facilities around the world.

Canada, Korea, Southeast Asia, India, Africa, Australia and New Zealand and Europe.

In addition, to prevent unauthorized use of our intellectual property, it may be necessary to prosecute actions for infringement, misappropriation or other violation of our intellectual property against third parties.

Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance that we will be successful in any such action.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including vendors, service providers, suppliers, customers, counterparties, exchanges, clearing agents, clearinghouses or other financial intermediaries.

Such parties and other third parties who provide us services or with whom we communicate could also be the source of a cyberattack on, or breach of, our operational systems, network, data or infrastructure.

Various events described above have occurred in the past and may occur in the future.

unauthorized access to these systems.

Complying with these new laws has significantly increased, and may continue to increase, our operating costs and is driving increased complexity in our operations.

Specifically, fuel economy and GHG emission regulations at the federal, state or local level or in international jurisdictions could require us to further limit the sale of certain profitable products, subsidize the sale of less profitable ones, change our manufacturing processes, pay penalties or undertake other activities that may require us to incur additional expense, which may be material.

These requirements may increase the cost of, and/or diminish demand for, our vehicles.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In addition, GM Financial has certain floating-rate obligations, hedging transactions and floating-rate dealer loans that determine their applicable interest rate or payment amount by reference to the London Interbank Offered Rate (LIBOR).

In March 2021, the ICE Benchmark Administration Limited, the administrator of LIBOR, extended the transition dates of certain LIBOR tenors (including all U.S. Dollar LIBOR tenors other than one-week and two-month U.S. Dollar LIBOR tenors) to June 30, 2023, after which LIBOR reference rates will cease to be provided.

Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. Dollar LIBOR should be entered into after December 31, 2021.

It is a strategic imperative that we succeed in driving the technological disruption occurring in our industry, including consumer adoption of electric vehicles and commercialization of autonomous vehicles.

MD&A.

In particular, if

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.

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

In addition, we are continuing to implement a number of operating effectiveness initiatives to improve productivity and reduce costs.

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

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

Other U.S. states are considering similar laws, with some considering private rights of action for consumers that would allow consumers to bring claims directly against GM for mishandling their data.

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.

There is no

In addition, a substantial portion of GM Financial’s indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR.

The discussion of our financial condition and results of operations for the year ended December 31, [removed: 2018] [added: 2019] 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: 2019](https://www.sec.gov/ix?doc=/Archives/edgar/data/1467858/000146785820000028/gm201910k.htm)] [added: 2020](https://www.sec.gov/ix?doc=/Archives/edgar/data/1467858/000146785821000037/gm-20201231.htm)] is incorporated by reference into this MD&A.

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

For these [removed: reasons] [added: reasons,] we believe these non-GAAP measures are useful for our investors.

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

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

We measure adjusted automotive free cash flow as automotive operating cash flow from [removed: continuing] operations less capital expenditures adjusted for management actions.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net income attributable to stockholders | | | $ | [removed: 6,427] [added: 10,019] | | | | | $ | [removed: 6,732] [added: 6,427] | | | | | $ | [removed: 8,014] [added: 6,732] | |

| Income tax expense | | | [removed: 1,774] [added: 2,771] | | | | | | [removed: 769] [added: 1,774] | | | | | | [removed: 474] [added: 769] | | |

| Automotive interest expense | | | [removed: 1,098] [added: 950] | | | | | | [removed: 782] [added: 1,098] | | | | | | [removed: 655] [added: 782] | | |

| Automotive interest income | | | [removed: (241)] [added: (146)] | | | | | | [removed: (429)] [added: (241)] | | | | | | [removed: (335)] [added: (429)] | | |

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

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

| Cadillac dealer strategy(c) | | | [removed: 99] [added: 175] | | | | | | [removed: —] [added: 99] | | | | | | — | | |

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

| GM Brazil indirect tax [removed: recoveries(e)] [added: matters(b)] | | | [removed: —] [added: 194] | | | | | | [removed: (1,360)] [added: —] | | | | | | [removed: —] [added: (1,360)] | | |

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

| Total adjustments | | | [removed: 652] [added: 701] | | | | | | [removed: 539] [added: 652] | | | | | | [removed: 2,905] [added: 539] | | |

| EBIT-adjusted | | | $ | [removed: 9,710] [added: 14,295] | | | | | $ | [removed: 8,393] [added: 9,710] | | | | | $ | [removed: 11,783] [added: 8,393] | |

[removed: (a)These] [added: (e)These] adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns.

The 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, [removed: 2020 and employee separation charges, asset impairments and supplier claims in Korea in the year ended December 31, 2018.][added: 2020.]

[removed: (b)These] [added: (f)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: (c)This adjustment was] [added: (c)These adjustments were] excluded because [removed: it relates] [added: they relate] to strategic activities to transition certain Cadillac dealers from the network as part of Cadillac's electric vehicle strategy.

[removed: (d)These] [added: (g)These] adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility, and drive significant cost efficiencies.

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

[removed: (e)This adjustment was] [added: (b)These adjustments were] excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect [removed: taxes.][added: taxes in the year ended December 31, 2019, and a potential settlement with certain third parties relating to these recoveries in the year ended December 31, 2021.]

[removed: (f)This] [added: (h)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: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| Diluted earnings per common share | | | $ | [removed: 6,247] [added: 9,837] | | | | | $ | [removed: 4.33] [added: 6.70] | | | | | $ | [removed: 6,581] [added: 6,247] | | | | | $ | [removed: 4.57] [added: 4.33] | | | | | $ | [removed: 7,916] [added: 6,581] | | | | | $ | [removed: 5.53] [added: 4.57] | |

| Adjustments(a) | | | [removed: 652] [added: 701] | | | | | | [removed: 0.46] [added: 0.47] | | | | | | [removed: 539] [added: 652] | | | | | | [removed: 0.38] [added: 0.46] | | | | | | [removed: 2,905] [added: 539] | | | | | | [removed: 2.03] [added: 0.38] | | |

| Tax effect on adjustments(b) | | | [removed: (70)] [added: (105)] | | | | | | [removed: (0.05)] [added: (0.07)] | | | | | | [removed: (188)] [added: (70)] | | | | | | [removed: (0.13)] [added: (0.05)] | | | | | | [removed: (416)] [added: (188)] | | | | | | [removed: (0.29)] [added: (0.13)] | | |

| Tax adjustments(c) | | | [removed: 236] [added: (51)] | | | | | | [removed: 0.16] [added: (0.03)] | | | | | | [removed: —] [added: 236] | | | | | | [removed: —] [added: 0.16] | | | | | | [removed: (1,111)] [added: —] | | | | | | [removed: (0.78)] [added: —] | | |

| EPS-diluted-adjusted | | | $ | [removed: 7,065] [added: 10,382] | | | | | $ | [removed: 4.90] [added: 7.07] | | | | | $ | [removed: 6,932] [added: 7,065] | | | | | $ | [removed: 4.82] [added: 4.90] | | | | | $ | [removed: 9,364] [added: 6,932] | | | | | $ | [removed: 6.54] [added: 4.82] | |

[removed: (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.

[removed: This adjustment was] [added: These adjustments were] excluded because [added: of the unique nature of these events and] significant impacts of valuation allowances are not considered part of our core operations.

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| Effective tax rate | | | $ | [removed: 8,095] [added: 12,716] | | | | | $ | [removed: 1,774] [added: 2,771] | | | | | [removed: 21.9] [added: 21.8] | | % | | | | $ | [removed: 7,436] [added: 8,095] | | | | | $ | [removed: 769] [added: 1,774] | | | | | [removed: 10.3] [added: 21.9] | | % | | | | $ | [removed: 8,549] [added: 7,436] | | | | | $ | [removed: 474] [added: 769] | | | | | [removed: 5.5] [added: 10.3] | | % |

| Adjustments(a) | | | [removed: 652] [added: 726] | | | | | | [removed: 70] [added: 105] | | | | | | | | | | | | [removed: 545] [added: 652] | | | | | | [removed: 188] [added: 70] | | | | | | | | | | | | [removed: 2,946] [added: 545] | | | | | | [removed: 416] [added: 188] | | | | | | | | |

| Tax adjustments(b) | | | | | | | | | [removed: (236)] [added: 51] | | | | | | | | | | | | | | | | | | [removed: —] [added: (236)] | | | | | | | | | | | | | | | | | | [removed: 1,111] [added: —] | | | | | | | | |

| Patent royalty matters(a) | | | 250 | | | | | | — | | | | | | — | | |

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

(a)This adjustment was excluded because it relates to potential royalties accrued with respect to past-year sales.

(d)This adjustment was excluded because of the unique events associated with recent Supreme Court of the Republic of Korea (Korea Supreme Court) decisions related to our salaried workers.

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

We expect the availability of semiconductors to improve throughout 2022.

We will continue prioritizing our most popular and in-demand vehicles, including our full-size trucks, full-size SUVs, and EVs.

We do not expect this shortage to impact our long-term growth and EV initiatives.

In June 2021, we announced plans to increase our investment in EVs and AVs to more than $35.0 billion from 2020 through 2025, in part to accelerate battery and EV assembly capacity.

| EBIT-adjusted(a) | | | $ 13.0-15.0 | | |

We expect to sustain relatively strong EBIT-adjusted margins in 2022 on the continued strength of favorable vehicle pricing and strong U.S. industry light vehicle demand, partially offset by higher costs associated with commodities, raw materials and logistics.

Our outlook is dependent on the pricing environment, continuing improvement of the semiconductor supply shortage and overall economic conditions.

As a result of the semiconductor supply shortage, we experienced interruptions to our planned production schedules and temporarily suspended certain manufacturing sites to prioritize production of our most popular and in-demand products, including our full-size trucks and full-size SUVs.

Additionally, we have been manufacturing vehicles, without the impacted components, representing an inventory carrying value of approximately $0.6 billion at December 31, 2021.

We expect to hold these vehicles in our inventory until they are completed and sold to our dealers, which we expect to happen in the six months ending June 30, 2022.

Cruise Cruise is actively testing AVs in the United States.

Gated by safety and regulation, the goal of Cruise is to deliver its self-driving services as soon as possible.

In the year ended December 31, 2021, Cruise Holdings issued Class G Preferred Shares (Cruise Class G Preferred Shares) in exchange for $2.7 billion from Microsoft Corporation (Microsoft), Walmart Inc. (Walmart) and other investors, including $1.0 billion from General Motors Holdings LLC.

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

In addition, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles.

Used vehicle prices were higher in 2021 compared to 2020 levels, primarily due to low new vehicle inventory.

In 2022, we expect used vehicle prices may decrease relative to 2021 levels, but to remain above pre-pandemic levels, primarily due to sustained low new vehicle inventory.

The increase in used vehicle prices resulted in gains on terminations of leased vehicles of $2.0 billion in GM Financial interest, operating and other expenses for the year ended

December 31, 2021, and $1.3 billion in the corresponding period in 2020.

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

| SUVs | | | 3,104 | | | | | | 80 | | | | | | 5.9 | | % | | | | 3,435 | | | | | | 92 | | | | | | 6.3 | | % |

| GMNA | | | $ | 101,308 | | | | | $ | 96,733 | | | | | $ | 4,575 | | | | | 4.7 | | % | | | | | | | $ | (14.5) | | | | | $ | 10.8 | | | | | $ | 6.2 | | | | | $ | 2.1 | | | | |

| GMI | | | 12,172 | | | | | | 11,586 | | | | | | 586 | | | | | | 5.1 | | % | | | | | | | $ | (1.6) | | | | | $ | 1.3 | | | | | $ | 0.9 | | | | | $ | 0.1 | | | | |

| Corporate | | | 104 | | | | | | 350 | | | | | | (246) | | | | | | (70.3) | | % | | | | | | | | | | | | | $ | — | | | | | | | | | | | $ | (0.3) | | | | |

| Automotive | | | 113,584 | | | | | | 108,669 | | | | | | 4,915 | | | | | | 4.5 | | % | | | | | | | $ | (16.1) | | | | | $ | 12.0 | | | | | $ | 7.0 | | | | | $ | 2.0 | | | | |

| Cruise | | | 106 | | | | | | 103 | | | | | | 3 | | | | | | 2.9 | | % | | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | | | |

| GM Financial | | | 13,419 | | | | | | 13,831 | | | | | | (412) | | | | | | (3.0) | | % | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.4) | | | | |

| Total net sales and revenue | | | $ | 127,004 | | | | | $ | 122,485 | | | | | $ | 4,519 | | | | | 3.7 | | % | | | | | | | $ | (16.1) | | | | | $ | 12.0 | | | | | $ | 7.0 | | | | | $ | 1.6 | | | | |

| GMNA | | | $ | 87,419 | | | | | $ | 83,886 | | | | | $ | (3,533) | | | | | (4.2) | | % | | | | | | | $ | 10.0 | | | | | $ | (4.6) | | | | | $ | (8.5) | | | | | $ | (0.4) | |

| GMI | | | 11,802 | | | | | | 12,515 | | | | | | 713 | | | | | | 5.7 | | % | | | | | | | $ | 1.4 | | | | | $ | (0.5) | | | | | $ | (0.3) | | | | | $ | 0.2 | |

| Corporate | | | 200 | | | | | | 310 | | | | | | 110 | | | | | | 35.5 | | % | | | | | | | | | | | | | $ | — | | | | | $ | 0.1 | | | | | $ | — | |

| Cruise | | | 1,124 | | | | | | 829 | | | | | | (295) | | | | | | (35.6) | | % | | | | | | | | | | | | | | | | | | | $ | (0.3) | | | | | | | |

In the year ended December 31, 2021, unfavorable Cost was primarily due to: (1) increased material and freight costs of $4.0 billion; (2) increased engineering costs of $2.0 billion primarily related to accelerating our electric vehicle portfolio and the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic; (3) increased manufacturing costs of $1.4 billion primarily related to the suspension of production and the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic; (4) increased costs of $1.1 billion primarily related to parts and accessories; (5) increased other employee related costs of $0.7 billion; (6) charges of $0.3 billion related to potential royalties accrued with respect to past sales; partially offset by (7) charges of $0.7 billion primarily related to dealer restructuring charges, property and intangible asset impairments, inventory provisions and employee separation charges in Australia, New Zealand, Thailand and India in 2020; and (8) a decrease in campaign and other warranty-related costs of $0.2 billion, which includes Chevrolet Bolt recall costs of $2.0 billion and associated recoveries of $1.9 billion.

| | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | Year Ended 2021 vs. 2020 Change | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | Favorable/ (Unfavorable) | | | | | | % | | |

Non-GAAP Measures Unless otherwise indicated, our non-GAAP measures discussed in this MD&A are related to our continuing operations and not our discontinued operations.

| Loss from discontinued operations, net of tax | | | — | | | | | | — | | | | | | 70 | | |

________

| Diluted loss per common share – discontinued operations | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 70 | | | | | | 0.05 | | |

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.

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.

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.

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.

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.

| EBIT-adjusted(a) | | | $ 10.0-11.0 | | |

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

We achieved $4.5 billion in cost savings primarily from reductions in Automotive and other cost of sales and Automotive and other selling, general and administrative expense in our consolidated financial statements, inclusive of $0.2 billion of savings related to the wind-down of Holden sales, design and engineering operations and sale of our vehicle and powertrain manufacturing facilities in Thailand.

We previously announced plans to reduce capital expenditures from approximately $8.5 billion to approximately $7.0 billion on a normalized run-rate basis.

As a result of re-timing 2020 spending due to pandemic-related austerity measures into 2021 and a strategic decision to accelerate investments in our all-electric future beginning in 2021, we expect that our annual capital expenditures will exceed $7.0 billion through at least 2023.

We continue to lead the U.S. industry in market share.

As discussed above, in response to COVID-19, we suspended production across our manufacturing facilities in March 2020.

By May 2020, we had resumed critical manufacturing operations and reached normalized production levels in June 2020.

We continue to follow physical distancing guidance, enhanced deep cleaning procedures and provide personal protective equipment to protect our employees.

We estimate GMNA's breakeven point at the U.S. industry level to be in the range of 10.0 to 11.0 million units.

The extent of COVID-19's impact on industry volumes in 2021 will ultimately depend upon, among other things, the duration and severity of the outbreak or subsequent outbreaks, related government responses, 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.

automotive industry.

In the year ended December 31, 2020, restructuring actions in GMI were related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand, with cessation of Holden vehicle sales by 2021, the sale of our vehicle and powertrain manufacturing facilities in Thailand, and the execution of a binding term sheet to sell our manufacturing facilities in India.

These actions were taken to strengthen the Company's core business and focus investment on other opportunities that will derive the greatest returns for shareholders and support investment in future technologies.

We recorded charges of $0.7 billion in the year ended December 31, 2020.

We also recorded deferred tax charges of $0.2 billion in the year ended December 31, 2020.

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

We intend to continue to provide servicing and spare parts to customers for an extended period of time in Australia, New Zealand, Thailand and India.

Cruise We are actively testing our autonomous vehicles in the U.S. Gated by safety and regulation, we continue to make significant progress towards commercialization of a network of on-demand autonomous vehicles in the U.S.

Used vehicle prices increased approximately 3% in 2020 compared to 2019, primarily due to low new vehicle inventory, largely driven by the suspension of manufacturing operations as a result of the COVID-19 pandemic, creating strong demand for used vehicles, which resulted in gains on terminations of leased vehicles of $1.3 billion in GM Financial interest, operating and other expenses in the year ended December 31, 2020, compared to gains of $0.7 billion in the corresponding period in 2019.

Further, vehicles sold during 2020 were carried at lower net book values, resulting from increased depreciation rates recorded in anticipation of reduced residual values throughout 2020.

In 2021, GM Financial expects used vehicle prices to decline by an amount in the low single digits on a percentage basis as compared to 2020 levels as supply and demand dynamics normalize.

| SUVs | | | 3,435 | | | | | | 92 | | | | | | 6.3 | | % | | | | 3,917 | | | | | | 108 | | | | | | 6.7 | | % |

At December 31, [removed: 2020,] [added: 2021,] our most significant foreign currency exposures were between the U.S. Dollar and the Canadian Dollar, [removed: Korean Won, Euro,] Chinese Yuan, [added: Korean Won,] Brazilian [removed: Real] [added: Real, Euro,] and Mexican Peso.

Derivative instruments such as foreign currency forwards, swaps and options are primarily used to hedge [added: 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: 2020.][added: 2021.]

The net fair value liability of financial instruments with exposure to foreign currency risk was [removed: $0.9] [added: $0.7] billion and [removed: $1.4] [added: $0.9] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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: $0.1 billion and $0.2 billion] [added: insignificant] at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

We had foreign currency derivatives with notional amounts of [removed: $2.2] [added: $4.2] billion and [removed: $5.1] [added: $2.2] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| Translation losses recorded in Accumulated other comprehensive loss | | | $ | [removed: 387] [added: 44] | | | | | $ | [removed: 32] [added: 82] | |

| Transaction and remeasurement (gains) losses recorded in earnings | | | $ | [removed: 209] [added: (15)] | | | | | $ | [removed: (77)] [added: 209] | |

We did not have any interest rate swap positions to manage interest rate exposures in our automotive operations at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

The fair value of debt and finance leases was [removed: $21.6] [added: $20.6] billion and [removed: $15.9] [added: $21.6] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been [removed: $0.7] [added: $0.6] billion and [removed: $0.6] [added: $0.7] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

We had marketable debt securities of [removed: $9.0] [added: $8.6] billion and [removed: $4.2] [added: $9.0] billion classified as available-for-sale at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

The potential decrease in fair value from a 50 basis point increase in interest rates would have [removed: had an] [added: been] insignificant [removed: effect] at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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

The fair value of investments with exposure to equity price risk was [removed: $1.2] [added: $1.5] billion and [removed: $1.5] [added: $1.2] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Our investment in [removed: PSA] [added: Stellantis] warrants is valued based on a Black-Scholes formula.

We estimate that a 10% adverse change in quoted security prices in [removed: PSA Group] [added: Stellantis] would [removed: impact our investment by $0.1 billion] [added: have had an insignificant effect] at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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

At December 31, [removed: 2019,] [added: 2021,] GM Financial was liability-sensitive, meaning that more liabilities than assets were expected to re-price within the next twelve months.

GM Financial's net interest income sensitivity [removed: increased] [added: decreased] in [removed: 2020] [added: 2021] as compared to [removed: 2019] [added: 2020] primarily due to an increased proportion of rate sensitive [removed: asset] [added: liabilities] exposure relative to rate sensitive [removed: liability] [added: assets] exposure.

| One hundred basis points instantaneous increase in interest rates | | | $ | [removed: 29.7] [added: (5.1)] | | | | | $ | [removed: (4.6)] [added: 29.7] | |

| One hundred basis points instantaneous decrease in interest rates(a) | | | $ | [removed: (29.7)] [added: 5.1] | | | | | $ | [removed: 4.6] [added: (29.7)] | |

As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, [removed: 2020] [added: 2021] was insignificant.

GM Financial had foreign currency swaps with notional amounts of [removed: $7.6] [added: $8.2] billion and [removed: $6.2] [added: $7.6] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

The net fair value of these derivative financial instruments was [added: a liability of $0.2 billion and] an asset of $0.4 billion [removed: and an insignificant amount] at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| Translation (gains) losses recorded in Accumulated other comprehensive loss | | | $ | [removed: 82] [added: (132)] | | | | | $ | [removed: (5)] [added: 387] | |

| Transaction and remeasurement gains, net recorded in earnings | | | $ | [removed: (6)] [added: (3)] | | | | | $ | [removed: (8)] [added: (6)] | |

We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 10, 2021] [added: 2, 2022] expressed an unqualified opinion thereon.

| Description of the matter | | | As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to [removed: $8.2] [added: $9.8] billion at December 31, [removed: 2020.] [added: 2021.] 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 [removed: estimable, which is generally at the time of sale.] [added: estimable.] | | |

| How we addressed the matter in our audit | | | 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 [removed: recall] [added: 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. | | |

| Description of the matter | | | Automotive sales and revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or providing services, which is net of dealer and customer sales incentives the Company expects to pay. As discussed in Note 2 to the financial statements, provisions for dealer and customer incentives are recorded as a reduction to Automotive net sales and revenue at the time of vehicle sale. The liabilities for dealer and customer allowances, claims and discounts amount to [removed: $7.3] [added: $3.2] billion at December 31, [removed: 2020.] [added: 2021.] | | |

| Description of the matter | | | GM Financial has recorded investments in vehicles leased to retail customers under operating leases. As discussed in Note 2 to the financial statements, at the beginning of the lease, management establishes an expected residual value for each vehicle at the end of the lease term. The Company’s estimated residual value of leased vehicles at the end of lease term was [removed: $29.2] [added: $29.1] billion as of December 31, [removed: 2020.] [added: 2021.] | | |

We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, General Motors Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, cash flows and equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 10, 2021] [added: 2, 2022] expressed an unqualified opinion thereon.

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| February 2, 2022 | | |

| February 2, 2022 | | |

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

| | | | 2020 | | | | | | 2019 | | |

the table below.

| February 10, 2021 | | |

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

We [removed: also] provide automotive financing services through [added: our] General Motors Financial Company, Inc. (GM [removed: Financial).][added: Financial) segment.]

[removed: Automotive] Our automotive operations meet the demands of our customers through our automotive segments: GM North America (GMNA) and GM International [removed: (GMI).][added: (GMI) with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands.]

[removed: In addition to the vehicles we sell through our dealer network to retail customers, we also] [added: We] sell vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments.

Our customers can obtain a wide range of [removed: aftersale] [added: after-sale] vehicle services and products through our dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.

[removed: Refer to] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and Note [removed: 24] [added: 23] to our consolidated financial statements for financial information about our segments.

In the year ended December 31, [removed: 2020, 30.5%] [added: 2021, 30%] 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):

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| GMNA | | | [removed: 2,707] [added: 2,308] | | | | | | [removed: 80.3] [added: 80.7] | | % | | | | [removed: 3,214] [added: 2,707] | | | | | | [removed: 76.4] [added: 80.3] | | % | | | | [removed: 3,555] [added: 3,214] | | | | | | [removed: 75.5] [added: 76.4] | | % |

| GMI | | | [removed: 663] [added: 551] | | | | | | [removed: 19.7] [added: 19.3] | | % | | | | [removed: 995] [added: 663] | | | | | | [removed: 23.6] [added: 19.7] | | % | | | | [removed: 1,152] [added: 995] | | | | | | [removed: 24.5] [added: 23.6] | | % |

| Total | | | [removed: 3,370] [added: 2,859] | | | | | | 100.0 | | % | | | | [removed: 4,209] [added: 3,370] | | | | | | 100.0 | | % | | | | [removed: 4,707] [added: 4,209] | | | | | | 100.0 | | % |

[added: 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.

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| United States | | | [removed: 14,924] [added: 15,383] | | | | | | [removed: 2,547] [added: 2,218] | | | | | | [removed: 17.1] [added: 14.4] | | % | | | | [removed: 17,499] [added: 14,892] | | | | | | [removed: 2,887] [added: 2,547] | | | | | | [removed: 16.5] [added: 17.1] | | % | | | | [removed: 17,721] [added: 17,499] | | | | | | [removed: 2,954] [added: 2,887] | | | | | | [removed: 16.7] [added: 16.5] | | % |

| Total North America | | | [removed: 17,722] [added: 18,466] | | | | | | [removed: 2,924] [added: 2,574] | | | | | | [removed: 16.5] [added: 13.9] | | % | | | | [removed: 21,144] [added: 17,696] | | | | | | [removed: 3,367] [added: 2,924] | | | | | | [removed: 15.9] [added: 16.5] | | % | | | | [removed: 21,560] [added: 21,144] | | | | | | [removed: 3,490] [added: 3,367] | | | | | | [removed: 16.2] [added: 15.9] | | % |

| China(a) | | | [removed: 24,922] [added: 25,878] | | | | | | [removed: 2,901] [added: 2,892] | | | | | | [removed: 11.6] [added: 11.2] | | % | | | | [removed: 25,398] [added: 24,926] | | | | | | [removed: 3,094] [added: 2,901] | | | | | | [removed: 12.2] [added: 11.6] | | % | | | | [removed: 26,519] [added: 25,398] | | | | | | [removed: 3,645] [added: 3,094] | | | | | | [removed: 13.7] [added: 12.2] | | % |

| Total Asia/Pacific, Middle East and Africa | | | [removed: 42,908] [added: 45,267] | | | | | | [removed: 3,434] [added: 3,323] | | | | | | [removed: 8.0] [added: 7.3] | | % | | | | [removed: 46,855] [added: 43,020] | | | | | | [removed: 3,678] [added: 3,431] | | | | | | [removed: 7.9] [added: 8.0] | | % | | | | [removed: 48,777] [added: 46,855] | | | | | | [removed: 4,202] [added: 3,678] | | | | | | [removed: 8.6] [added: 7.9] | | % |

| Brazil | | | [removed: 2,057] [added: 2,119] | | | | | | [removed: 338] [added: 242] | | | | | | [removed: 16.4] [added: 11.4] | | % | | | | [removed: 2,787] [added: 2,055] | | | | | | [removed: 476] [added: 338] | | | | | | [removed: 17.1] [added: 16.4] | | % | | | | [removed: 2,566] [added: 2,787] | | | | | | [removed: 434] [added: 476] | | | | | | [removed: 16.9] [added: 17.1] | | % |

| Other | | | [removed: 1,101] [added: 1,488] | | | | | | [removed: 132] [added: 151] | | | | | | [removed: 12.0] [added: 10.2] | | % | | | | [removed: 1,531] [added: 1,105] | | | | | | [removed: 193] [added: 132] | | | | | | [removed: 12.6] [added: 12.0] | | % | | | | [removed: 1,925] [added: 1,531] | | | | | | [removed: 256] [added: 193] | | | | | | [removed: 13.3] [added: 12.6] | | % |

| Total South America | | | [removed: 3,158] [added: 3,607] | | | | | | [removed: 470] [added: 393] | | | | | | [removed: 14.9] [added: 10.9] | | % | | | | [removed: 4,318] [added: 3,160] | | | | | | [removed: 669] [added: 470] | | | | | | [removed: 15.5] [added: 14.9] | | % | | | | [removed: 4,491] [added: 4,318] | | | | | | [removed: 690] [added: 669] | | | | | | [removed: 15.4] [added: 15.5] | | % |

| Total Europe | | | [removed: 14,795] [added: 15,080] | | | | | | 1 | | | | | | — | | % | | | | [removed: 19,021] [added: 14,946] | | | | | | [removed: 4] [added: 1] | | | | | | — | | % | | | | [removed: 18,928] [added: 19,021] | | | | | | 4 | | | | | | — | | % |

| Cars | | | [removed: 3,366] [added: 3,262] | | | | | | [removed: 239] [added: 138] | | | | | | [removed: 7.1] [added: 4.2] | | % | | | | [removed: 4,632] [added: 3,341] | | | | | | [removed: 389] [added: 239] | | | | | | [removed: 8.4] [added: 7.1] | | % | | | | [removed: 5,206] [added: 4,632] | | | | | | [removed: 560] [added: 389] | | | | | | [removed: 10.7] [added: 8.4] | | % |

| Trucks | | | [removed: 4,055] [added: 4,125] | | | | | | [removed: 1,257] [added: 1,223] | | | | | | [removed: 31.0] [added: 29.6] | | % | | | | [removed: 4,494] [added: 4,050] | | | | | | [removed: 1,332] [added: 1,257] | | | | | | [removed: 29.7] [added: 31.0] | | % | | | | [removed: 4,215] [added: 4,494] | | | | | | [removed: 1,360] [added: 1,332] | | | | | | [removed: 32.3] [added: 29.7] | | % |

| Crossovers | | | [removed: 7,503] [added: 7,996] | | | | | | [removed: 1,051] [added: 857] | | | | | | [removed: 14.0] [added: 10.7] | | % | | | | [removed: 8,373] [added: 7,501] | | | | | | [removed: 1,166] [added: 1,051] | | | | | | [removed: 13.9] [added: 14.0] | | % | | | | [removed: 8,300] [added: 8,373] | | | | | | [removed: 1,034] [added: 1,166] | | | | | | [removed: 12.5] [added: 13.9] | | % |

| Total United States | | | [removed: 14,924] [added: 15,383] | | | | | | [removed: 2,547] [added: 2,218] | | | | | | [removed: 17.1] [added: 14.4] | | % | | | | [removed: 17,499] [added: 14,892] | | | | | | [removed: 2,887] [added: 2,547] | | | | | | [removed: 16.5] [added: 17.1] | | % | | | | [removed: 17,721] [added: 17,499] | | | | | | [removed: 2,954] [added: 2,887] | | | | | | [removed: 16.7] [added: 16.5] | | % |

| SGMS | | | | | | | | | [removed: 1,407] [added: 1,277] | | | | | | | | | | | | | | | | | | [removed: 1,482] [added: 1,407] | | | | | | | | | | | | | | | | | | [removed: 1,749] [added: 1,482] | | | | | | | | |

| SGMW | | | | | | | | | [removed: 1,494] [added: 1,615] | | | | | | | | | | | | | | | | | | [removed: 1,612] [added: 1,494] | | | | | | | | | | | | | | | | | | [removed: 1,896] [added: 1,612] | | | | | | | | |

| Total China | | | [removed: 24,922] [added: 25,878] | | | | | | [removed: 2,901] [added: 2,892] | | | | | | [removed: 11.6] [added: 11.2] | | % | | | | [removed: 25,398] [added: 24,926] | | | | | | [removed: 3,094] [added: 2,901] | | | | | | [removed: 12.2] [added: 11.6] | | % | | | | [removed: 26,519] [added: 25,398] | | | | | | [removed: 3,645] [added: 3,094] | | | | | | [removed: 13.7] [added: 12.2] | | % |

[removed: Accordingly] [added: Accordingly,] these countries are excluded from industry sales data and corresponding calculation of market share.

Refer to [removed: the "Overview" section in] Part II, Item 7.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| GMNA | | | [removed: 493] [added: 399] | | | | | | [removed: 741] [added: 493] | | | | | | [removed: 740] [added: 741] | | |

| GMI | | | [removed: 351] [added: 311] | | | | | | [removed: 498] [added: 351] | | | | | | [removed: 478] [added: 498] | | |

| Total fleet sales | | | [removed: 844] [added: 710] | | | | | | [removed: 1,239] [added: 844] | | | | | | [removed: 1,218] [added: 1,239] | | |

| Fleet sales as a percentage of total vehicle sales | | | [removed: 12.4] [added: 11.3] | | % | | | | [removed: 16.1] [added: 12.4] | | % | | | | [removed: 14.5] [added: 16.1] | | % |

Product Pricing Several methods are used to promote our products, including the use of dealer, retail and fleet [removed: incentives] [added: incentives,] such as customer rebates and finance rate support.

The number of authorized dealerships [added: and other agents performing similar functions] were [removed: 4,697] [added: 4,670] in GMNA and [removed: 7,661] [added: 7,670] in GMI at December 31, [removed: 2020.][added: 2021.]

We and our joint ventures enter into a contract with each authorized dealer agreeing to sell to the dealer one or more specified product lines at wholesale prices and granting the dealer the right to sell those [removed: vehicles] [added: products] to [removed: retail] customers from an approved location.

Our dealers are authorized to service GM vehicles under our limited [removed: warranty program,] [added: warranty,] and those repairs are made [removed: only] [added: almost exclusively] with GM parts.

Our dealers generally provide their customers with access to credit or lease financing, vehicle insurance and extended service [removed: contracts] [added: contracts, which may be] provided by GM Financial and other financial institutions.

Forward-looking statements in this Business section are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected.

Risk Factors and the "Forward-Looking Statements" section of Part II, Item 7.

MD&A for a discussion of these risks and uncertainties.

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

As a result, we have committed to making total EV and AV investments of more than $35.0 billion from 2020 through 2025.

We have an opportunity to grow our vehicle and financing revenue by continuing to capitalize on the strength of our franchises and scaling our EV production and customer base over the next decade.

We also have the potential of growing our revenue through our software-enabled services and subscriptions, including OnStar, our advanced driver-assistance system (ADAS), Super Cruise, and future offerings, such as our next-generation ADAS, Ultra Cruise, and Ultifi.

Additionally, we are incubating several new businesses with a start-up mindset that we believe will enable us to attract new customers and generate revenues in new areas.

*Electric Vehicles* We plan to launch more than 30 EVs globally by 2025.

A key element in our EV strategy is Ultium, our all-new dedicated battery electric platform.

Our first Ultium-based products launched with the GMC HUMMER EV and BrightDrop EV600 in 2021, to be followed by the Cadillac LYRIQ in 2022.

In September 2021, we announced three new drive assist motors as part of Ultium Drive, calibrated in-house to ensure the highest level of performance in Ultium-based EVs.

We designed the motors as a scalable family, sharing design principles as well as similar tooling and manufacturing strategies.

In November 2021, we began production at GM’s Factory ZERO Detroit-Hamtramck Assembly Center (Factory ZERO), which was re-tooled into a fully dedicated EV facility to produce the GMC HUMMER EV and the upcoming Cruise Origin and Chevrolet Silverado EV, which we revealed in January 2022 at the Consumer Electronics Show in Las Vegas, Nevada.

In January 2022, we announced that we will convert our assembly plant in Orion Township, Michigan for production of the Chevrolet Silverado EV and the electric GMC Sierra.

A fourth U.S.-based battery cell plant is also planned by mid-decade.

networks and charge station health into Ultium Charge 360, a holistic charging approach that integrates charging networks, GM vehicle mobile apps and other products and services to simplify the overall charging experience for GM EV owners.

Ultium Charge 360 is also available to our fleet and BrightDrop customers and offers fleet and facility management tools, integration with GM’s fleet management offerings and support across a wide range of fleet sizes.

In October 2021, we announced a new Dealer Community Charging Program to install up to 40,000 Level 2 EV chargers across the U.S. and Canada.

Working with our dealers, we intend to expand access to charging in local communities, including in underserved, rural and urban areas where EV charging access is often limited.

This initiative, which is expected to begin in 2022, is part of our commitment to invest nearly $750 million to expand home, workplace and public charging infrastructure through the Ultium Charge 360 ecosystem through 2025.

Additionally, we offer OnStar Guardian, a mobile app that allows customers to access key OnStar safety and security services from anywhere and in any vehicle.

Fleet customers leverage OnStar Vehicle Insights, our telematics solution across their entire fleet, regardless of vehicle make or model.

In August 2021, we announced plans to roll out 5G connectivity in select model year 2024 vehicles.

Super Cruise capabilities will be available on eight model year 2022 vehicles in the beginning of 2022 and will expand to be included on more than 20 models by 2023.

In October 2021, we announced Ultra Cruise, a significant next step in hands-free advanced driving-assistance technology that we anticipate will be available on select models in 2023.

It will create a virtually door-to-door hands-free driving experience as it will be designed to handle 95 percent of all driving scenarios on every paved road in the U.S. and Canada over time.

*Ultifi* Our end-to-end software platform Ultifi will provide our customers with software-defined features, apps and services over-the-air starting in 2023.

Ultifi and the apps it enables will empower customers to update their ownership experiences continuously with desirable features such as vehicle performance, ADAS, safety and security features, climate and comfort options, personal themes and EV ownership experience elements, including battery and charging details.

*Cruise* Cruise is driving leadership in the development and commercialization of AV technology.

The Cruise Origin, a purpose-built, all-electric, self-driving vehicle that is being co-developed by GM, Cruise and Honda Motor Company, Ltd. (Honda), will be built on General Motors’ all-new modular architecture, powered by the Ultium platform, at Factory ZERO starting in early 2023, pending government approvals.

In June 2021, Cruise received a driverless test permit from the California Public Utilities Commission (CPUC) to provide unpaid rides to the public in driverless vehicles.

In September 2021, Cruise received approval of its Autonomous Vehicle Deployment Permit from the California Department of Motor Vehicles to commercially deploy driverless AVs.

Cruise will need one additional permit from the CPUC to charge the public for driverless rides in California.

We are converting our CAMI manufacturing plant in Ingersoll,

Ontario to produce the all new BrightDrop EV600 and BrightDrop EV410 electric light commercial vehicles.

In December 2021, we started deliveries of the BrightDrop EV600 to FedEx Express, our launch customer.

Additionally, we announced that Verizon will be the first customer for the BrightDrop EV410.

*HYDROTEC* We are developing hydrogen fuel cell applications across transportations and industries, including mobile power generation, class 7/8 truck, locomotive, aerospace and marine applications.

In 2021, GM announced it will supply HYDROTEC to Navistar, Inc., which is developing hydrogen-powered heavy trucks to launch in 2024, and to Liebherr-Aerospace, which is developing hydrogen-powered auxiliary power units for aircraft.

On July 31, 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, 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.

Unless otherwise indicated, information in this report relates to our continuing operations.

GMNA meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands.

GMI primarily meets the demands of customers outside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet, GMC and Holden brands.

While total vehicle sales data does not correlate

| Other | | | 2,798 | | | | | | 377 | | | | | | 13.5 | | % | | | | 3,645 | | | | | | 480 | | | | | | 13.2 | | % | | | | 3,839 | | | | | | 536 | | | | | | 14.0 | | % |

| Other | | | 17,986 | | | | | | 533 | | | | | | 3.0 | | % | | | | 21,457 | | | | | | 584 | | | | | | 2.7 | | % | | | | 22,258 | | | | | | 557 | | | | | | 2.5 | | % |

| Total in GM markets | | | 63,788 | | | | | | 6,828 | | | | | | 10.7 | | % | | | | 72,317 | | | | | | 7,714 | | | | | | 10.7 | | % | | | | 74,828 | | | | | | 8,382 | | | | | | 11.2 | | % |

| Total Worldwide(b) | | | 78,583 | | | | | | 6,829 | | | | | | 8.7 | | % | | | | 91,338 | | | | | | 7,718 | | | | | | 8.5 | | % | | | | 93,756 | | | | | | 8,386 | | | | | | 8.9 | | % |

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

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

We currently offer the Chevrolet Bolt EV, which has an

Environmental Protection Agency (EPA)-estimated range of 259 miles on a full charge with the 2020 model year.

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.

Ultium will be leveraged across multiple brands and vehicle sizes, styles and drive configurations.

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.

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.

*Autonomous Technology* We expect autonomous technology to lead to a future of zero crashes, zero emissions and zero congestion.

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 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.

*Alternative Fuel Vehicles* We believe alternative fuels offer significant potential to reduce petroleum consumption and resulting GHG emissions in the transportation sector.

By leveraging experience and capability developed around these technologies in our global operations, we continue to develop FlexFuel vehicles that can run on ethanol-gasoline blend fuels as well as technologies that support compressed natural gas and liquefied petroleum gas.

We offer several 2021 model year FlexFuel vehicles in the U.S. and Canada to retail and fleet customers capable of operating on gasoline, E85 ethanol or any combination of the two.

We also support the development of biodiesel blend fuels, which are alternative diesel fuels produced from renewable sources.

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

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.

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.

Additionally, we have announced plans to integrate Google's Voice Assistant, navigation and app ecosystem into GM infotainment systems beginning in 2021.

Risk Factors for further discussion of this risk.

These emission control standards will likely increase the time and mileage periods over which manufacturers are responsible for a vehicle's emission performance.

In addition to federal CAFE standards, the EPA promulgates and enforces GHG emission standards, which are effectively fuel economy standards because the majority of vehicle GHG emissions are carbon dioxide emissions that are emitted in direct proportion to the amount of fuel consumed by a vehicle.

On January 25, 2021, President Biden issued Executive Order 13990, directing the EPA and NHTSA to, by July 2021, consider publishing a proposed rule suspending, revising, or rescinding those standards, and has also permitted the Department of Justice to seek to stay or dispose of litigation challenging those standards.

Both the EPA and NHTSA's actions are currently being challenged through litigation.

On January 25, 2021, President Biden issued Executive Order 13990, directing EPA and NHTSA to, by April 2021, consider publishing a proposed rule suspending, revising, or rescinding EPA and NHTSA's September 2019 actions, and has also permitted the Department of Justice to stay or dispose of litigation related to preemption of state GHG and ZEV standards.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][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: $36.1] [added: $85.8] billion as of June 30, [removed: 2020.][added: 2021.]

As of January [removed: 29, 2021] [added: 18, 2022] there were [removed: 1,440,912,820] [added: 1,453,021,337] shares of common stock outstanding.

| Item 1. | | | Business | | | | | | [removed: [1](#ieee2899b8b35459aafa9deae73b6a406_13)] [added: [1](#i250d3bb99db54a03a369c2e32269ef7f_13)] | | |

| Item 1A. | | | Risk Factors | | | | | | [removed: [13](#ieee2899b8b35459aafa9deae73b6a406_16)] [added: [14](#i250d3bb99db54a03a369c2e32269ef7f_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | | | | [removed: [20](#ieee2899b8b35459aafa9deae73b6a406_19)] [added: [22](#i250d3bb99db54a03a369c2e32269ef7f_19)] | | |

| Item 2. | | | Properties | | | | | | [removed: [21](#ieee2899b8b35459aafa9deae73b6a406_22)] [added: [23](#i250d3bb99db54a03a369c2e32269ef7f_22)] | | |

| Item 3. | | | Legal Proceedings | | | | | | [removed: [21](#ieee2899b8b35459aafa9deae73b6a406_25)] [added: [23](#i250d3bb99db54a03a369c2e32269ef7f_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | | | | [removed: [21](#ieee2899b8b35459aafa9deae73b6a406_28)] [added: [23](#i250d3bb99db54a03a369c2e32269ef7f_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [21](#ieee2899b8b35459aafa9deae73b6a406_34)] [added: [23](#i250d3bb99db54a03a369c2e32269ef7f_34)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [23](#ieee2899b8b35459aafa9deae73b6a406_40)] [added: [25](#i250d3bb99db54a03a369c2e32269ef7f_40)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [44](#ieee2899b8b35459aafa9deae73b6a406_91)] [added: [46](#i250d3bb99db54a03a369c2e32269ef7f_91)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | | | | [removed: [51](#ieee2899b8b35459aafa9deae73b6a406_97)] [added: [53](#i250d3bb99db54a03a369c2e32269ef7f_97)] | | |

| | | | Consolidated Income Statements | | | | | | [removed: [51](#ieee2899b8b35459aafa9deae73b6a406_100)] [added: [53](#i250d3bb99db54a03a369c2e32269ef7f_100)] | | |

| | | | Consolidated Statements of Comprehensive Income | | | | | | [removed: [51](#ieee2899b8b35459aafa9deae73b6a406_100)] [added: [53](#i250d3bb99db54a03a369c2e32269ef7f_100)] | | |

| | | | Consolidated Balance Sheets | | | | | | [removed: [52](#ieee2899b8b35459aafa9deae73b6a406_103)] [added: [54](#i250d3bb99db54a03a369c2e32269ef7f_103)] | | |

| | | | Consolidated Statements of Cash Flows | | | | | | [removed: [53](#ieee2899b8b35459aafa9deae73b6a406_109)] [added: [55](#i250d3bb99db54a03a369c2e32269ef7f_106)] | | |

| | | | Consolidated Statements of Equity | | | | | | [removed: [54](#ieee2899b8b35459aafa9deae73b6a406_112)] [added: [56](#i250d3bb99db54a03a369c2e32269ef7f_109)] | | |

| | | | Notes to Consolidated Financial Statements | | | | | | [removed: [55](#ieee2899b8b35459aafa9deae73b6a406_115)] [added: [57](#i250d3bb99db54a03a369c2e32269ef7f_112)] | | |

| | | | Note 1. | | | Nature of Operations and Basis of Presentation | | | [removed: [55](#ieee2899b8b35459aafa9deae73b6a406_115)] [added: [57](#i250d3bb99db54a03a369c2e32269ef7f_112)] | | |

| | | | Note 2. | | | Significant Accounting Policies | | | [removed: [55](#ieee2899b8b35459aafa9deae73b6a406_118)] [added: [57](#i250d3bb99db54a03a369c2e32269ef7f_115)] | | |

| | | | Note 4. | | | Marketable and Other Securities | | | [removed: [64](#ieee2899b8b35459aafa9deae73b6a406_130)] [added: [65](#i250d3bb99db54a03a369c2e32269ef7f_124)] | | |

| | | | Note 5. | | | GM Financial Receivables and Transactions | | | [removed: [65](#ieee2899b8b35459aafa9deae73b6a406_136)] [added: [66](#i250d3bb99db54a03a369c2e32269ef7f_127)] | | |

| | | | Note 8. | | | Equity in Net Assets of Nonconsolidated Affiliates | | | [removed: [68](#ieee2899b8b35459aafa9deae73b6a406_148)] [added: [70](#i250d3bb99db54a03a369c2e32269ef7f_136)] | | |

| | | | Note 10. | | | Goodwill and Intangible Assets | | | [removed: [70](#ieee2899b8b35459aafa9deae73b6a406_160)] [added: [72](#i250d3bb99db54a03a369c2e32269ef7f_142)] | | |

| | | | Note 11. | | | Variable Interest Entities | | | [removed: [71](#ieee2899b8b35459aafa9deae73b6a406_166)] [added: [73](#i250d3bb99db54a03a369c2e32269ef7f_145)] | | |

| | | | Note 12. | | | Accrued and Other Liabilities | | | [removed: [72](#ieee2899b8b35459aafa9deae73b6a406_169)] [added: [74](#i250d3bb99db54a03a369c2e32269ef7f_148)] | | |

| | | | Note 13. | | | Debt | | | [removed: [73](#ieee2899b8b35459aafa9deae73b6a406_172)] [added: [75](#i250d3bb99db54a03a369c2e32269ef7f_154)] | | |

| | | | Note 14. | | | Derivative Financial Instruments | | | [removed: [75](#ieee2899b8b35459aafa9deae73b6a406_178)] [added: [77](#i250d3bb99db54a03a369c2e32269ef7f_157)] | | |

| | | | Note 15. | | | Pensions and Other Postretirement Benefits | | | [removed: [76](#ieee2899b8b35459aafa9deae73b6a406_181)] [added: [78](#i250d3bb99db54a03a369c2e32269ef7f_160)] | | |

| | | | Note 16. | | | Commitments and Contingencies | | | [removed: [82](#ieee2899b8b35459aafa9deae73b6a406_184)] [added: [84](#i250d3bb99db54a03a369c2e32269ef7f_163)] | | |

| | | | Note 17. | | | Income Taxes | | | [removed: [87](#ieee2899b8b35459aafa9deae73b6a406_190)] [added: [88](#i250d3bb99db54a03a369c2e32269ef7f_166)] | | |

| | | | Note 18. | | | Restructuring and Other Initiatives | | | [removed: [89](#ieee2899b8b35459aafa9deae73b6a406_196)] [added: [90](#i250d3bb99db54a03a369c2e32269ef7f_169)] | | |

| | | | Note 19. | | | Interest Income and Other Non-Operating Income | | | [removed: [90](#ieee2899b8b35459aafa9deae73b6a406_199)] [added: [91](#i250d3bb99db54a03a369c2e32269ef7f_172)] | | |

| | | | Note 20. | | | Stockholders’ Equity and Noncontrolling Interests | | | [removed: [90](#ieee2899b8b35459aafa9deae73b6a406_202)] [added: [91](#i250d3bb99db54a03a369c2e32269ef7f_175)] | | |

| | | | Note 21. | | | Earnings Per Share | | | [removed: [93](#ieee2899b8b35459aafa9deae73b6a406_208)] [added: [93](#i250d3bb99db54a03a369c2e32269ef7f_178)] | | |

| | | | Note [removed: 23.] [added: 22.] | | | Stock Incentive Plans | | | [removed: [94](#ieee2899b8b35459aafa9deae73b6a406_214)] [added: [93](#i250d3bb99db54a03a369c2e32269ef7f_184)] | | |

| | | | Note [removed: 25.] [added: 24.] | | | Supplemental Information for the Consolidated Statements of Cash Flows | | | [removed: [98](#ieee2899b8b35459aafa9deae73b6a406_226)] [added: [97](#i250d3bb99db54a03a369c2e32269ef7f_190)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | | [removed: [99](#ieee2899b8b35459aafa9deae73b6a406_229)] [added: [98](#i250d3bb99db54a03a369c2e32269ef7f_196)] | | |

| Item 6. | | | \[Reserved\] | | | | | | [25](#i250d3bb99db54a03a369c2e32269ef7f_37) | | |

| | | | Note 3. | | | Revenue | | | [64](#i250d3bb99db54a03a369c2e32269ef7f_118) | | |

| | | | Note 6. | | | Inventories | | | [69](#i250d3bb99db54a03a369c2e32269ef7f_130) | | |

| | | | Note 7. | | | Operating Leases | | | [69](#i250d3bb99db54a03a369c2e32269ef7f_133) | | |

| | | | Note 9. | | | Property | | | [72](#i250d3bb99db54a03a369c2e32269ef7f_139) | | |

| | | | Note 23. | | | Segment Reporting | | | [94](#i250d3bb99db54a03a369c2e32269ef7f_187) | | |

| Signatures | | | | | | | | | [104](#i250d3bb99db54a03a369c2e32269ef7f_220) | | |

Not applicable

*(Former name, former address and former fiscal year, if changed since last report)*

| Item 6. | | | Selected Financial Data | | | | | | [23](#ieee2899b8b35459aafa9deae73b6a406_37) | | |

| | | | Note 3. | | | Revenue | | | [62](#ieee2899b8b35459aafa9deae73b6a406_124) | | |

| | | | Note 6. | | | Inventories | | | [67](#ieee2899b8b35459aafa9deae73b6a406_142) | | |

| | | | Note 7. | | | Equipment on Operating Leases | | | [67](#ieee2899b8b35459aafa9deae73b6a406_145) | | |

| | | | Note 9. | | | Property | | | [70](#ieee2899b8b35459aafa9deae73b6a406_154) | | |

| | | | Note 22. | | | Discontinued Operations | | | [93](#ieee2899b8b35459aafa9deae73b6a406_211) | | |

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

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

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

At December 31, [removed: 2020,] [added: 2021,] we had over 100 locations in the U.S. (excluding our automotive financing operations and dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing.

We, our subsidiaries or associated companies in which we own an equity [removed: interest] [added: interest,] own most of these properties and/or lease a portion of these properties.

The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in [removed: Argentina,] Brazil, Canada, China, [removed: Colombia,] Mexico and South Korea.

Holders At January [removed: 29, 2021,] [added: 18, 2022,] we had [removed: 1.4] [added: 1.5] billion issued and outstanding shares of common stock held by [removed: 471] [added: 475] holders of record.

It assumes $100 was invested on December 31, [removed: 2015,] [added: 2016,] with dividends being reinvested.

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| Dow Jones Automobile & Parts Titans 30 Index | | | $100 | | | | | | [removed: $98] [added: $121] | | | | | | [removed: $118] [added: $95] | | | | | | [removed: $93] [added: $108] | | | | | | [removed: $106] [added: $163] | | | | | | [removed: $160] [added: $204] | | |

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, [removed: 2020:][added: 2021:]

| October 1, [removed: 2020] [added: 2021] through October 31, [removed: 2020] [added: 2021] | | | [removed: 38,520] [added: 26,954] | | | | | | $ | [removed: 30.97] [added: 53.13] | | | | | — | | | | | | $3.3 billion | | |

| November 1, [removed: 2020] [added: 2021] through November 30, [removed: 2020] [added: 2021] | | | [removed: 26,509] [added: —] | | | | | | $ | [removed: 45.06] [added: —] | | | | | — | | | | | | $3.3 billion | | |

| December 1, [removed: 2020] [added: 2021] through December 31, [removed: 2020] [added: 2021] | | | [removed: 29,198] [added: —] | | | | | | $ | [removed: 41.62] [added: —] | | | | | — | | | | | | $3.3 billion | | |

(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) [removed: and Performance Stock Units (PSUs)] relating to compensation plans.

In June [removed: 2017] [added: 2020] our shareholders approved the [removed: 2017 Long Term] [added: 2020 Long-Term] Incentive [removed: Plan,] [added: Plan (LTIP),] which authorizes awards of stock options, stock appreciation rights, RSUs, [removed: PSUs] [added: Performance Stock Units (PSUs)] or other stock-based awards to selected employees, consultants, [removed: advisors,] [added: advisors] and non-employee Directors of the Company.

Refer to Note [removed: 23] [added: 22] to our consolidated financial statements for additional details on employee stock incentive plans.

Dividends We do not plan to reinstate a regular common stock dividend at this time as we prioritize investment in our growth strategy.

| General Motors Company | | | $100 | | | | | | $123 | | | | | | $104 | | | | | | $119 | | | | | | $138 | | | | | | $194 | | |

| S&P 500 Stock Index | | | $100 | | | | | | $122 | | | | | | $116 | | | | | | $153 | | | | | | $181 | | | | | | $233 | | |

| Total | | | 26,954 | | | | | | $ | 53.13 | | | | | — | | | | | | | | |

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

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

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

Not applicable.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Automotive | | | $ | [removed: 108,673] [added: 113,590] | | | | | $ | [removed: 122,697] [added: 108,673] | | | | | $ | [removed: 133,045] [added: 122,697] | |

| GM Financial | | | [removed: 13,812] [added: 13,414] | | | | | | [removed: 14,540] [added: 13,812] | | | | | | [removed: 14,004] [added: 14,540] | | |

| Total net sales and revenue (Note 3) | | | [removed: 122,485] [added: 127,004] | | | | | | [removed: 137,237] [added: 122,485] | | | | | | [removed: 147,049] [added: 137,237] | | |

| Automotive and other cost of sales | | | [removed: 97,539] [added: 100,544] | | | | | | [removed: 110,651] [added: 97,539] | | | | | | [removed: 120,656] [added: 110,651] | | |

| GM Financial interest, operating and other expenses | | | [removed: 11,274] [added: 8,582] | | | | | | [removed: 12,614] [added: 11,274] | | | | | | [removed: 12,298] [added: 12,614] | | |

| Automotive and other selling, general and administrative expense | | | [removed: 7,038] [added: 8,554] | | | | | | [removed: 8,491] [added: 7,038] | | | | | | [removed: 9,650] [added: 8,491] | | |

| Total costs and expenses | | | [removed: 115,851] [added: 117,680] | | | | | | [removed: 131,756] [added: 115,851] | | | | | | [removed: 142,604] [added: 131,756] | | |

| Operating income | | | [removed: 6,634] [added: 9,324] | | | | | | [removed: 5,481] [added: 6,634] | | | | | | [removed: 4,445] [added: 5,481] | | |

| Automotive interest expense | | | [removed: 1,098] [added: 950] | | | | | | [removed: 782] [added: 1,098] | | | | | | [removed: 655] [added: 782] | | |

| Interest income and other non-operating income, net (Note 19) | | | [removed: 1,885] [added: 3,041] | | | | | | [removed: 1,469] [added: 1,885] | | | | | | [removed: 2,596] [added: 1,469] | | |

| Equity income (Note 8) | | | [removed: 674] [added: 1,301] | | | | | | [removed: 1,268] [added: 674] | | | | | | [removed: 2,163] [added: 1,268] | | |

| Income before income taxes | | | [removed: 8,095] [added: 12,716] | | | | | | [removed: 7,436] [added: 8,095] | | | | | | [removed: 8,549] [added: 7,436] | | |

| Income tax expense (Note 17) | | | [removed: 1,774] [added: 2,771] | | | | | | [removed: 769] [added: 1,774] | | | | | | [removed: 474] [added: 769] | | |

| [removed: Loss from discontinued operations,] [added: Other comprehensive income (loss),] net of tax (Note [removed: 22)] [added: 20)] | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: 70] | | |

| Net income | | | [removed: 6,321] [added: 9,945] | | | | | | [removed: 6,667] [added: 6,321] | | | | | | [removed: 8,005] [added: 6,667] | | |

| Net loss attributable to noncontrolling interests | | | [removed: 106] [added: 74] | | | | | | [removed: 65] [added: 106] | | | | | | [removed: 9] [added: 65] | | |

| Net income attributable to stockholders | | | $ | [removed: 6,427] [added: 10,019] | | | | | $ | [removed: 6,732] [added: 6,427] | | | | | $ | [removed: 8,014] [added: 6,732] | |

| Net income attributable to common stockholders | | | $ | [removed: 6,247] [added: 9,837] | | | | | $ | [removed: 6,581] [added: 6,247] | | | | | $ | [removed: 7,916] [added: 6,581] | |

| Basic earnings per common share [removed: – continuing operations] | | | $ | [removed: 4.36] [added: 6.78] | | | | | $ | [removed: 4.62] [added: 4.36] | | | | | $ | [removed: 5.66] [added: 4.62] | |

| Basic earnings per common share | | | $ | [removed: 4.36] [added: 6.78] | | | | | $ | [removed: 4.62] [added: 4.36] | | | | | $ | [removed: 5.61] [added: 4.62] | |

| Weighted-average common shares outstanding – basic | | | [removed: 1,433] [added: 1,451] | | | | | | [removed: 1,424] [added: 1,433] | | | | | | [removed: 1,411] [added: 1,424] | | |

| Diluted earnings per common share [removed: – continuing operations] | | | $ | [removed: 4.33] [added: 6.70] | | | | | $ | [removed: 4.57] [added: 4.33] | | | | | $ | [removed: 5.58] [added: 4.57] | |

| Diluted earnings per common share | | | $ | [removed: 4.33] [added: 6.70] | | | | | $ | [removed: 4.57] [added: 4.33] | | | | | $ | [removed: 5.53] [added: 4.57] | |

| Weighted-average common shares outstanding – diluted | | | [removed: 1,442] [added: 1,468] | | | | | | [removed: 1,439] [added: 1,442] | | | | | | [removed: 1,431] [added: 1,439] | | |

| Net income | | | $ | [removed: 6,321] [added: 9,945] | | | | | $ | [removed: 6,667] [added: 6,321] | | | | | $ | [removed: 8,005] [added: 6,667] | |

| [removed: Other] [added: Other] comprehensive [removed: income,] [added: income (loss),] net of tax [removed: (Note 20)] | | | [added: 4,206] | | | | | | [added: (2,318)] | | | | | | [added: (2,128)] | | |

| Foreign currency translation adjustments and other | | | [removed: (523)] [added: 80] | | | | | | [removed: (6)] [added: (523)] | | | | | | [removed: (715)] [added: (6)] | | |

| Defined benefit plans | | | [removed: (1,795)] [added: 4,126] | | | | | | [removed: (2,122)] [added: (1,795)] | | | | | | [removed: (221)] [added: (2,122)] | | |

| Other comprehensive [removed: loss,] [added: income (loss),] net of tax | | | [removed: (2,318)] [added: 4,126] | | | | | | [removed: (2,128)] [added: (1,795)] | | | | | | [removed: (936)] [added: (2,122)] | | |

| Comprehensive income | | | [removed: 4,003] [added: 14,151] | | | | | | [removed: 4,539] [added: 4,003] | | | | | | [removed: 7,069] [added: 4,539] | | |

| Comprehensive loss attributable to noncontrolling interests | | | [removed: 92] [added: 87] | | | | | | [removed: 76] [added: 92] | | | | | | [removed: 15] [added: 76] | | |

| Comprehensive income attributable to stockholders | | | $ | [removed: 4,095] [added: 14,238] | | | | | $ | [removed: 4,615] [added: 4,095] | | | | | $ | [removed: 7,084] [added: 4,615] | |