General Motors (GM) 10-K risk factor changes: FY2022 vs FY2021

If we do not deliver new products, 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 [added: continue to] shift resources to the development of EVs.

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

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

[removed: Our high proportion of fixed costs, both due to our significant investment in property, plant and equipment as] well as other requirements of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.

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

Consumer adoption of EVs could be impacted by numerous factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performance and cost relative to ICE vehicles; the range over which EVs may be driven on a [removed: full] [added: given] battery charge; the proliferation of charging infrastructure, in particular with respect to public EV charging [removed: stations;] [added: stations, and the success of the Company's charging infrastructure programs and strategic joint ventures and other relationships;] cost and availability of high fuel-economy ICE vehicles; volatility, or a sustained decrease, in the cost of petroleum-based fuel; failure by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater availability of cleaner energy grids and EV charging stations, and to provide economic incentives promoting the adoption of [removed: EVs;] [added: EVs, including those contemplated by the Inflation Reduction Act;] and negative feedback from stakeholders impacting investor and consumer confidence in our company or industry.

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

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

We [added: are] also [removed: plan to use] [added: using] the cash generated by our ICE vehicles to fund our growth strategy, including [removed: the development and sale of] [added: with respect to] EVs and AVs.

Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political [removed: instability, concerns about climate change, including any constraints] [added: instability (such as] related to [removed: lending on GHG-emitting products,] [added: Russia's invasion of Ukraine), concerns about fuel consumption] or [added: GHG emissions, or] other reasons, could weaken the demand for our higher margin 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.” [added: In addition, in the U.S. and abroad there are an increasing number of sustainability-related rules and regulations that have been adopted or proposed.]

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

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

In addition, we face risks related to the commercial deployment of 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 [removed: federal and state or] [added: federal, state,] provincial [added: or local] regulations.

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 [removed: requirements] [added: requirements, risks to our reputation] and the potential for increased litigation and governmental investigations.

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 [removed: plan to use] [added: are using] to fund our growth strategy; higher costs [added: or reduced availability of materials] related to EV technologies impacting [removed: profitability compared] [added: profitability, particularly with respect] to [removed: ICE vehicles;] [added: batteries] and [added: battery raw material; and] risks related to the success of our EV [removed: strategy.][added: strategy, particularly with respect to advancement of battery cell technology, charging infrastructure and competition.]

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

[removed: Any] [added: If our operating environment deteriorates for these or other reasons, such as a moderate to severe recession, it could lead to a] significant decrease in new vehicle [removed: sales] [added: sales, which] could materially and adversely affect our results of operations and financial condition.

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

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

Geopolitical risk, fluctuations in supply and demand, [added: fluctuations in interest rates,] any weakening of the U.S. dollar and other economic and political factors [added: have created and] may continue to create pricing pressure for commodities, raw materials and other inputs.

These inflationary pressures could, in turn, negatively impact our [removed: future] profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.

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

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

These actions may increase the cost of doing business in China or [added: limit how we may do business in China, which could materially and adversely affect the profitability and financial condition of our China business.]

In addition, many of our operations, primarily in China and Korea as well as [added: certain of] our battery manufacturing operations [removed: with LG Energy Solution,] [added: in the U.S. and Canada,] are carried out by joint ventures.

Further, [added: some of] the benefits from a successful joint venture are shared among the co-owners, therefore we do not receive all the benefits from our successful joint ventures.

Moreover, a joint venture may not [removed: follow] [added: be subject to] the same [removed: requirements regarding compliance, internal controls and internal control over] financial [removed: reporting that we follow.][added: reporting, corporate governance, or compliance approaches]

Our global operations subject us to extensive domestic and foreign legal and regulatory requirements, and a variety of other political, economic and regulatory risks, [added: which may have a material adverse effect on our financial condition or results of operations,] including: (1) changes in government leadership; (2) changes in trade compliance, labor, employment, tax, privacy, environmental and other laws, regulations or government policies impacting our overall business model or practices or restricting our ability to manufacture, purchase or sell products consistent with market demand and our business objectives; (3) political pressures to change any aspect of our business model or practices or that impair our ability to source raw materials, services, components, systems and parts, or manufacture products on competitive terms in a manner consistent with our business [removed: objectives;] [added: objectives (including with respect to full utilization of the incentives contemplated by the Inflation Reduction Act);] (4) political uncertainty, instability, civil [removed: unrest or] [added: unrest,] government controls over certain [removed: sectors;] [added: sectors (including as a result of Russia's invasion of Ukraine and related impacts of the global supply of oil and other raw materials) or human rights concerns;] (5) political and economic tensions between governments and changes in international economic policies, including restrictions on the repatriation of dividends or in the export of technology, especially between China and the U.S.; (6) changes to customs requirements or procedures (e.g., inspections) or new or higher tariffs, for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures; (7) new [added: or evolving] non-tariff barriers [removed: to entry] or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or impediments to implementing free trade [removed: agreements (for example, the United States-Mexico-Canada Agreement),] [added: agreements,] or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign currency exchange rates, particularly in Brazil and Argentina, and interest rates; (9) economic downturns or significant changes in conditions in the countries in which we operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions, EVs and AVs, connected services and safety; (11) impact of changes to and compliance with U.S. and foreign countries’ export controls, economic sanctions and other similar measures; (12) liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, agreements, requirements and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises, including the occurrence of a contagious disease or illness, such as COVID-19, and other catastrophic events.

In some cases, certain facilities produce products, systems, components and parts that disproportionately contribute a greater degree to our profitability than [added: others and create significant interdependencies among manufacturing facilities around the world.]

[removed: Should] [added: When] these or other facilities become unavailable either temporarily or permanently for any number of reasons, including labor disruptions, supply chain disruptions, the occurrence of a contagious disease or [removed: illness, such as COVID-19,] [added: illness] or catastrophic weather events, whether or not as a result of climate change, the inability to manufacture at the affected facility [added: has resulted, and] may [removed: result] in [added: the future result, in] harm to our reputation, increased costs, lower revenues and the loss of customers.

In [removed: particular,] [added: addition,] substantially all of our hourly employees are represented by unions and covered by collective bargaining agreements that must be negotiated from time-to-time, including at the local facility [removed: level, which increases our risk of work stoppages.][added: level.]

[removed: Any disruption] [added: Disruption] in our suppliers’ operations [added: have disrupted, and] could [removed: disrupt] [added: in the future disrupt,] our production schedule. Our automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw materials and parts that we need to manufacture our products.

Any number of factors, including labor disruptions, catastrophic weather events, the occurrence of a [removed: contagious disease or illness,] [added: public health crisis,] such as [removed: COVID-19,] [added: a global pandemic,] contractual or other disputes, unfavorable economic or industry conditions, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our [removed: suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin vehicles.]

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

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

In particular, [removed: a] [added: while the] global semiconductor supply shortage [added: is easing, it] has had, and is continuing to have, wide-ranging effects across multiple industries, particularly the automotive industry, and it has impacted multiple suppliers that incorporate semiconductors into the parts they supply to us.

[removed: The COVID-19 pandemic] [added: Pandemics, epidemics, disease outbreaks] and [removed: its impact on] [added: other public health crises, such as] the [removed: global economy may disrupt] [added: COVID-19 pandemic, have disrupted] our business and operations, [removed: which] [added: and future public health crises] could materially adversely impact our business, financial condition, liquidity and results of operations. Pandemics, epidemics or disease outbreaks in the U.S. or [removed: globally] [added: globally, including the COVID-19 pandemic, has disrupted, and] may [removed: disrupt] [added: in the future disrupt,] our business, which could materially affect our results of operations, financial condition, liquidity and future expectations.

[removed: Future developments are highly uncertain and cannot be predicted with confidence and] [added: Any such events] may adversely impact our global supply chain and global manufacturing operations and cause us to again suspend our operations in the [removed: U.S.] [added: U.S., China] and elsewhere.

In particular, [removed: if the COVID-19 pandemic continues 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) continued or additional global supply 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.

Our high proportion of fixed costs, both due to our significant investment in property, plant and equipment as

Advanced technologies such as AVs present novel issues with which domestic and foreign regulators have only limited experience, and will be subject to evolving regulatory frameworks.

In order for Cruise to successfully execute its business plan and achieve its revenue targets, legislation and regulations must evolve to permit widespread commercial AV deployment.

Such regulations may also subject us to new disclosure requirements, which could result in risks to our reputation or consumer demand for our products if we do not meet increasingly demanding stakeholder expectations and standards.

Such weather events may also adversely impact the financial condition of our customers, and thereby reduce demand for our products and services.

In addition, the public health and policy response to COVID-19 in China may continue to present geopolitical, macroeconomic and operating challenges.

The Chinese government may adopt new regulations that may impact entities operating in China, potentially with little advance notice.

In particular, to secure critical materials for production of EVs, we have entered, and plan to continue to enter, into offtake agreements with raw material suppliers and make investments in certain raw material suppliers.

The terms of these offtake agreements may obligate us to purchase defined quantities of output over a specified period of time, subject to certain conditions.

If we are unable to utilize or otherwise monetize the raw materials we are obligated to purchase under these offtake agreements, it could materially adversely affect our cash flows and increase our inventory.

that we follow.

In 2023, our collective bargaining agreements with the UAW in the United States and Unifor in Canada, as well as collective bargaining agreements in Mexico, will expire, which will require negotiation of new agreements.

As a result, we may be subject to an increased risk of strikes, work stoppages or other types of conflicts with labor unions and employees.

suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin vehicles.

intermediaries.

Techniques used in cybersecurity attacks to obtain unauthorized access, disable or sabotage information technology systems change frequently, as data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cybersecurity attacks during periods of geopolitical conflict, such as the ongoing conflict in Ukraine.

affect our revenues.

Any current or future regulations in these areas could impede the successful commercialization of these technologies and impact whether and how these technologies are designed and integrated into our products, and may ultimately subject us to increased costs and uncertainty.

particular with respect to full realization of the incentives contemplated by the Inflation Reduction Act), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In 2021, we increased our commitment to investments in EV and AV technologies to more than $35.0 billion from 2020 through 2025, with plans to launch more than 30 new EV models globally across several price points in that timeframe.

Our business in China subjects us to unique operational, competitive and regulatory risks. Pursuing opportunities in the Chinese market is an important component of our global growth strategy.

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

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

The COVID-19 pandemic has caused, and is continuing to cause, significant disruption to the global economy, including the automotive industry, and has had a material impact on our 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 pandemic, any subsequent outbreaks of the virus or any related variants and the efficacy, availability and adoption of vaccines.

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

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

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

We may continue to restructure our operations in the U.S. and various other countries and initiate additional cost reduction actions, but we may not succeed in doing so. Since 2017, we have undertaken restructuring actions to lower our operating costs in response to difficult market and operating conditions in various parts of the world, including the U.S.,

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

As we continue to assess our performance throughout our regions, we may take additional restructuring actions to rationalize our operations, which may result in material asset write-downs or impairments and reduce our profitability in the periods incurred.

In addition, these restructuring actions subject us to increased risks of labor unrest or strikes, supplier, dealer, or other third-party litigation, regulator claims or proceedings, negative publicity and business disruption.

Failure to realize anticipated savings or benefits from our restructuring and/or cost reduction actions could have a material adverse effect on our business, liquidity and cash flows.

unauthorized access to these systems.

At this time, it is not possible to predict the effect that these developments or any discontinuance, modification or other reforms may have on LIBOR, other benchmarks or floating-rate debt instruments, including GM Financial’s floating-rate debt.

Any such discontinuance, modification, alternative reference rates or other reforms may materially adversely affect interest rates on GM Financial’s current indebtedness.

The discussion of our financial condition and results of operations for the year ended December 31, [removed: 2019] [added: 2020] 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: 2020](https://www.sec.gov/ix?doc=/Archives/edgar/data/1467858/000146785821000037/gm-20201231.htm)] [added: 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001467858/000146785822000034/gm-20211231.htm)] is incorporated by reference into this MD&A.

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income attributable to stockholders | | | $ | [removed: 10,019] [added: 9,934] | | | | | $ | [removed: 6,427] [added: 10,019] | | | | | $ | [removed: 6,732] [added: 6,427] | |

| Income tax expense | | | [removed: 2,771] [added: 1,888] | | | | | | [removed: 1,774] [added: 2,771] | | | | | | [removed: 769] [added: 1,774] | | |

| Automotive interest expense | | | [removed: 950] [added: 987] | | | | | | [removed: 1,098] [added: 950] | | | | | | [removed: 782] [added: 1,098] | | |

| Automotive interest income | | | [removed: (146)] [added: (460)] | | | | | | [removed: (241)] [added: (146)] | | | | | | [removed: (429)] [added: (241)] | | |

| Patent royalty [removed: matters(a)] [added: matters(d)] | | | [removed: 250] [added: (100)] | | | | | | [removed: —] [added: 250] | | | | | | — | | |

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

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

| GM Korea wage [removed: litigation(d)] [added: litigation(g)] | | | [removed: 82] [added: —] | | | | | | [removed: —] [added: 82] | | | | | | — | | |

| GMI [removed: restructuring(e)] [added: restructuring(h)] | | | — | | | | | | [removed: 683] [added: —] | | | | | | [removed: —] [added: 683] | | |

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

| Total adjustments | | | [removed: 701] [added: 2,125] | | | | | | [removed: 652] [added: 701] | | | | | | [removed: 539] [added: 652] | | |

| EBIT-adjusted | | | $ | [removed: 14,295] [added: 14,474] | | | | | $ | [removed: 9,710] [added: 14,295] | | | | | $ | [removed: 8,393] [added: 9,710] | |

[removed: (c)These] [added: (f)These] adjustments were excluded because they relate to strategic activities to transition certain Cadillac dealers [removed: from the] [added: out of our dealer] network as part of Cadillac's [removed: electric vehicle] [added: EV] strategy.

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

[removed: (e)These adjustments were] [added: (h)This adjustment was] 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 [removed: India in the year ended December 31, 2020.][added: India.]

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

| | | | [added: 2022 | | | | | | | | | | | |] 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | [removed: 2019] | | | | | | | | |

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

| Diluted earnings per common share | | | $ | [added: 8,915 | | | | | $ | 6.13 | | | | | $ |] 9,837 | | | | | $ | 6.70 | | | | | $ | 6,247 | | | | | $ | 4.33 | | | | | [removed: $] | [removed: 6,581] | | | | | [removed: $] | [removed: 4.57] | |

| Adjustments(a) | | | [added: 2,125 | | | | | | 1.46 | | | | | |] 701 | | | | | | 0.47 | | | | | | 652 | | | | | | 0.46 | | | | | | [removed: 539] | | | | | | [removed: 0.38] | | |

| Tax effect on adjustments(b) | | | [added: (423) | | | | | | (0.29) | | | | | |] (105) | | | | | | (0.07) | | | | | | (70) | | | | | | (0.05) | | | | | | [removed: (188)] | | | | | | [removed: (0.13)] | | |

| Tax adjustments(c) | | | [added: (482) | | | | | | (0.33) | | | | | |] (51) | | | | | | (0.03) | | | | | | 236 | | | | | | 0.16 | | | | | | [removed: —] | | | | | | [removed: —] | | |

| EPS-diluted-adjusted | | | $ | [added: 11,044 | | | | | $ | 7.59 | | | | | $ |] 10,382 | | | | | $ | 7.07 | | | | | $ | 7,065 | | | | | $ | 4.90 | | | | | [removed: $] | [removed: 6,932] | | | | | [removed: $] | [removed: 4.82] | |

[removed: (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.

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

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| Effective tax rate | | | $ | [removed: 12,716] [added: 11,597] | | | | | $ | [removed: 2,771] [added: 1,888] | | | | | [removed: 21.8] [added: 16.3] | | % | | | | $ | [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] | | % |

| Adjustments(a) | | | [removed: 726] [added: 2,221] | | | | | | [removed: 105] [added: 423] | | | | | | | | | | | | [removed: 652] [added: 726] | | | | | | [removed: 70] [added: 105] | | | | | | | | | | | | [removed: 545] [added: 652] | | | | | | [removed: 188] [added: 70] | | | | | | | | |

| Tax adjustments(b) | | | | | | | | | [removed: 51] [added: 482] | | | | | | | | | | | | | | | | | | [removed: (236)] [added: 51] | | | | | | | | | | | | | | | | | | [removed: —] [added: (236)] | | | | | | | | |

| ETR-adjusted | | | $ | [removed: 13,442] [added: 13,818] | | | | | $ | [removed: 2,927] [added: 2,793] | | | | | [removed: 21.8] [added: 20.2] | | % | | | | $ | [removed: 8,747] [added: 13,442] | | | | | $ | [removed: 1,608] [added: 2,927] | | | | | [removed: 18.4] [added: 21.8] | | % | | | | $ | [removed: 7,981] [added: 8,747] | | | | | $ | [removed: 957] [added: 1,608] | | | | | [removed: 12.0] [added: 18.4] | | % |

Net income attributable to noncontrolling interests for these adjustments is included in the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2019.][added: 2021.]

We define return on equity (ROE) as Net income [removed: (loss)] attributable to stockholders for the trailing four quarters divided by average equity for the same period.

| Net income [removed: (loss)] attributable to stockholders | | | $ | [removed: 10.0] [added: 9.9] | | | | | $ | [removed: 6.4] [added: 10.0] | | | | | $ | [removed: 6.7] [added: 6.4] | |

| Average equity(a) | | | $ | [removed: 56.5] [added: 66.6] | | | | | $ | [removed: 43.3] [added: 56.5] | | | | | $ | [removed: 43.7] [added: 43.3] | |

| ROE | | | [removed: 17.7] [added: 14.9] | | % | | | | [removed: 14.9] [added: 17.7] | | % | | | | [removed: 15.4] [added: 14.9] | | % |

| Cruise compensation modifications(a) | | | 1,057 | | | | | | — | | | | | | — | | |

| Russia exit(b) | | | 657 | | | | | | — | | | | | | — | | |

| Buick dealer strategy(c) | | | 511 | | | | | | — | | | | | | — | | |

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

(a)This adjustment was excluded because it relates to the one-time modification of Cruise stock incentive awards.

(b)This adjustment was excluded because it relates to the shutdown of our Russia business including the write off of our net investment and release of accumulated translation losses into earnings.

(c)This adjustment was excluded because it relates to strategic activities to transition certain Buick dealers out of our dealer network as part of Buick’s EV strategy.

In 2023, we expect to incur additional charges as we continue to optimize our Buick dealer network.

The ultimate amount of any future charges will depend on negotiations with our dealers.

(d)These adjustments were excluded because they relate to certain royalties accrued with respect to past-year vehicle sales in 2021 and the resolution of substantially all of these matters in 2022.

(e)This adjustment was excluded because it relates to a settlement with third parties relating to retrospective recoveries of indirect taxes in Brazil realized in prior periods.

(i)This adjustment was excluded because of the unique events associated with the ignition switch recall.

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| Deemed dividend adjustment(d) | | | 909 | | | | | | 0.63 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

(c) In the year ended December 31, 2022, the adjustment consists of tax benefit related to the release of a valuation allowance against deferred tax assets considered realizable as a result of Cruise tax reconsolidation.

(d) This adjustment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank Vision Fund (AIV M2) L.P. (SoftBank) in the year ended December 31, 2022.

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

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

The automotive industry and GM continue to experience supply chain and logistics disruptions from multiple suppliers that have impacted, and may continue to impact, our planned production schedules.

Despite these challenges, in the second half of 2022, we experienced improved parts availability that enabled us to increase production and improve dealer inventory levels for certain vehicles.

In addition, we faced significant inflationary pressure in 2022 that resulted in approximately $5.5 billion in higher commodity and logistics costs.

These increases were more than offset by strong product pricing.

While we anticipate incentives to increase from the low levels in 2022, we expect product pricing to remain strong in 2023, particularly for our full-size SUVs, full-size trucks and expected new launches.

We also expect commodity and logistics cost to improve, but be partially offset by costs we expect to incur as we strategically localize our battery raw materials supply chain in North America.

Refer to the Consolidated Results and regional analysis sections of this MD&A for additional information.

In 2022, the Board of Governors of the Federal Reserve System raised interest rates to lower the rate of inflation.

The higher interest rate environment did not have a material impact on our 2022 financial results, but we expect it will have an approximately $1.0 billion unfavorable impact on our results of operations in 2023, as a result of lower forecasted pension income.

Refer to the Critical Accounting Estimates section of this MD&A for additional information including our interest rate sensitivity analysis.

We expect higher interest rates to have an immaterial impact on our Automotive interest expense in 2023, as substantially all of our debt instruments are fixed rate.

For a discussion of the net interest income sensitivity of GM Financial, see Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Furthermore, holding other factors constant, the higher interest rate environment may decrease the affordability of our vehicles for customers who rely on financing to purchase a vehicle.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law.

The Act implements a new 15% corporate minimum tax based on modified U.S. financial statement net income that is effective beginning in 2023.

The new corporate minimum tax is not expected to have a significant impact on our net earnings or cash flow in 2023.

The Act also modified climate and clean energy corporate tax provisions, including the consumer credit for EV purchases, and beginning in 2023, new tax credits for commercial EV purchases and investments in clean energy production, supply chains and manufacturing facilities became effective.

We expect to generate commercial EV tax credits and credits from our production of battery components that will increase net income and impact income tax cash payments.

While waiting on pending Department of Treasury regulatory guidance, we are continuing to evaluate the ultimate impact of the tax credits on our financial results, including our net earnings and cash flow.

| EBIT-adjusted(a) | | | $ 10.5-12.5 | | |

| Transformation activities(g) | | | — | | | | | | — | | | | | | 1,735 | | |

| FAW-GM divestiture(h) | | | — | | | | | | — | | | | | | 164 | | |

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

(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 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.

(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.

(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, 2019.

(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.

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__________

_______

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

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

We expect the availability of semiconductors to improve throughout 2022.

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 | | |

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.

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.

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

| Cars | | | 1,430 | | | | | | 93 | | | | | | 7.0 | | % | | | | 1,949 | | | | | | 140 | | | | | | 9.5 | | % |

| 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 | | | | | $ | — | |

Automotive The following analyses provide quantitative information regarding exposure to foreign currency exchange rate [removed: risk, interest rate] risk and [removed: equity price] [added: interest rate] risk.

At December 31, [removed: 2021,] [added: 2022,] our most significant foreign currency exposures were between the U.S. Dollar and the Canadian Dollar, Chinese Yuan, Korean Won, Brazilian Real, [removed: Euro,] and Mexican Peso.

Such contracts had remaining maturities of up to 12 months at December 31, [removed: 2021.][added: 2022.]

The net fair value liability of financial instruments with exposure to foreign currency risk was [removed: $0.7] [added: $0.2] billion and [removed: $0.9] [added: $0.7] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency exchange rates would have been insignificant at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

We had foreign currency derivatives with notional amounts of [removed: $4.2] [added: $4.1] billion and [removed: $2.2] [added: $4.2] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| Translation (gains) losses recorded in Accumulated other comprehensive loss | | | $ | [removed: (132)] [added: (37)] | | | | | $ | [removed: 387] [added: (132)] | |

| Transaction and remeasurement (gains) losses recorded in earnings | | | $ | [removed: (15)] [added: (1)] | | | | | $ | [removed: 209] [added: (3)] | |

We did not have any interest rate swap positions to manage interest rate exposures in our automotive operations at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The fair value of debt and finance leases was [removed: $20.6] [added: $16.8] billion and [removed: $21.6] [added: $20.6] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been [removed: $0.6] [added: $0.8] billion and [removed: $0.7] [added: $0.6] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

We had marketable debt [removed: securities] [added: securities, including those held by Cruise,] of [removed: $8.6] [added: $12.2] billion and [removed: $9.0] [added: $8.6] billion classified as available-for-sale at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

[removed: Typically] [added: Typically,] retail finance receivables and leases purchased by GM Financial earn fixed interest and commercial finance receivables originated by GM Financial earn variable interest.

At December 31, [added: 2022 and] 2021, GM Financial was liability-sensitive, meaning that more liabilities than assets were expected to re-price within the next [removed: twelve] [added: 12] months.

| One hundred basis points instantaneous increase in interest rates | | | $ | [removed: (5.1)] [added: (4.3)] | | | | | $ | [removed: 29.7] [added: (5.1)] | |

| One hundred basis points instantaneous decrease in interest rates(a) | | | $ | [removed: 5.1] [added: 4.3] | | | | | $ | [removed: (29.7)] [added: 5.1] | |

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

As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, [removed: 2021] [added: 2022] was insignificant.

GM Financial had foreign currency swaps with notional amounts of [removed: $8.2] [added: $6.9] billion and [removed: $7.6] [added: $8.2] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The net fair value of these derivative financial instruments was a liability of [removed: $0.2] [added: $0.6] billion and [removed: an asset of $0.4] [added: $0.2] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| Translation [added: (gains)] losses recorded in Accumulated other comprehensive loss | | | $ | [removed: 44] [added: 156] | | | | | $ | [removed: 82] [added: 44] | |

| Transaction and remeasurement [removed: gains, net] [added: (gains) losses] recorded in earnings | | | $ | [removed: (3)] [added: 173] | | | | | $ | [removed: (6)] [added: (15)] | |

We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 [removed: February 2, 2022] [added: January 31, 2023] 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: $9.8] [added: $8.5] billion at December 31, [removed: 2021.] [added: 2022.] The Company accrues for costs related to product warranty at the time of vehicle sale and accrues the estimated cost of recall campaigns when they are probable and estimable. | | |

| 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: $3.2] [added: $4.8] billion at December 31, [removed: 2021.] [added: 2022.] | | |

| 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: $29.1] [added: $24.7] billion as of December 31, [removed: 2021.] [added: 2022.] | | |

We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated [removed: February 2, 2022] [added: January 31, 2023] expressed an unqualified opinion thereon.

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| January 31, 2023 | | |

| January 31, 2023 | | |

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

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

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

Our investment in Stellantis warrants is valued based on a Black-Scholes formula.

We estimate that a 10% adverse change in quoted security prices in Stellantis would have had an insignificant effect at December 31, 2021 and 2020.

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

During a period of rising interest rates, the interest earned on assets would increase more than the interest paid on liabilities, which would initially increase net interest income.

During a period of falling interest rates, net interest income would be expected to initially decrease.

GM Financial's net interest income sensitivity decreased in 2021 as compared to 2020 primarily due to an increased proportion of rate sensitive liabilities exposure relative to rate sensitive assets exposure.

| February 2, 2022 | | |

We have an opportunity to grow our vehicle and financing revenue by continuing to capitalize on the strength of our [added: established vehicle] franchises and [added: customer base and] scaling our EV production [removed: and customer base over the next] [added: through this] decade.

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

A key element in our EV strategy is Ultium, our [removed: all-new] dedicated [removed: battery] electric [removed: platform.][added: vehicle propulsion architecture.]

Our first Ultium-based products launched [added: in 2021] with the GMC HUMMER EV and BrightDrop [removed: EV600 in 2021, to be] [added: Zevo 600,] followed by the Cadillac LYRIQ in 2022.

This [removed: all-new] platform is flexible and will be leveraged across multiple brands and vehicle sizes, styles and drive configurations, allowing for quick response to customer preferences and a shorter design and development lead time compared to our ICE vehicles.

In [removed: 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 [removed: EV and] [added: EV,] the upcoming Cruise [removed: Origin and] [added: Origin, the] Chevrolet Silverado [removed: EV, which we revealed in January 2022 at] [added: EV and] the [removed: Consumer Electronics Show in Las Vegas, Nevada.][added: GMC Sierra EV.]

In January 2022, we announced that we will convert our assembly plant in Orion Township, Michigan for [removed: production of] [added: fully dedicated EV production, including] the Chevrolet Silverado EV and the [removed: electric] GMC [removed: Sierra.][added: Sierra EV.]

Additionally, we have announced plans to mass-produce battery cells for these and other future EVs through Ultium Cells [added: Holdings] LLC (an equally owned joint venture with LG Energy Solution) in [removed: Lordstown,] [added: Warren,] Ohio, Spring Hill, Tennessee and Lansing, Michigan.

A fourth U.S.-based battery cell plant is also [removed: planned by mid-decade.][added: planned.]

For personal vehicles, this means strategically addressing charging needs at home, the workplace and in public [removed: locations.][added: locations, for which we have committed to invest nearly $750 million through 2025.]

For fleet vehicles, [removed: this means] [added: we are developing] turnkey charging solutions and fleet and facility energy management services.

[added: charge network operators to filter real-time data on their respective] networks and charge station health into [removed: 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 [removed: owners.][added: owners in North America.]

*OnStar and Vehicle Connectivity* We offer OnStar and connected services to more than [removed: 22] [added: 21] million connected vehicles globally through subscription-based and complimentary services.

We are among the leaders in the industry, with [removed: significant] global real-world experience in delivering connected services and advanced safety features.

OnStar [removed: provides] [added: offers] safety and security services for retail and fleet customers, including automatic crash response, emergency services, roadside assistance, crisis assist, stolen vehicle assistance and turn-by-turn navigation.

Additionally, we offer OnStar [removed: Guardian,] [added: Guardian in select markets,] a mobile app that allows customers to access key OnStar safety and security services from [removed: anywhere and in any vehicle.][added: their compatible mobile device.]

Fleet customers [added: in some markets can] leverage OnStar Vehicle Insights, our telematics solution across their entire fleet, regardless of vehicle make or model.

We also offer a variety of connected [removed: services,] [added: services in certain markets,] including mobile apps for owners to remotely control certain vehicle features and EV owners to locate charging stations, on-demand vehicle diagnostics, GM Smart Driver, [removed: GM Marketplace in-vehicle commerce,] Amazon Alexa in-vehicle voice, Google's Voice Assistant, navigation and app ecosystem, connected [removed: navigation and] [added: navigation,] SiriusXM with [removed: 360L and] [added: 360L,] 4G LTE wireless [removed: connectivity.][added: connectivity and 5G connectivity which will be available in select model year 2024 vehicles.]

*Ultifi* [removed: Our] [added: Ultifi is our] end-to-end software platform [removed: Ultifi] [added: that] will provide [removed: 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 [removed: continuously] with desirable features such as [added: services and subscriptions,] vehicle performance, [removed: ADAS,] [added: Super Cruise and, when launched, Ultra Cruise,] safety and security features, climate and comfort options, personal themes and EV ownership experience [removed: elements, including battery and charging details.][added: elements.]

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

[removed: In October 2020,] GM and Cruise [removed: also announced they will file] [added: are awaiting a decision on] an exemption petition [added: that was filed] with the National Highway Traffic Safety Administration (NHTSA) seeking regulatory approval for the Origin’s [removed: deployment, and withdrew an earlier exemption petition that was limited to the Cruise AV derived from the Chevrolet Bolt platform.][added: deployment.]

Given the potential of all-electric self-driving vehicles to help save lives, reshape our cities and reduce emissions, the goal of Cruise is to deliver its self-driving services as soon as possible, but as Cruise continues to expand and scale its [removed: operations] [added: operations,] safety will continue to be the gating [removed: metric —] [added: metric,] supported by Cruise's Safety Management System and its other risk identification, assessment and mitigation processes.

*HYDROTEC* We are developing hydrogen fuel cell applications across [removed: transportations] [added: transportation types] and industries, including mobile power generation, class 7/8 truck, [removed: locomotive, aerospace] [added: locomotive] and [removed: marine applications.][added: aerospace.]

The development of HYDROTEC [added: technology] is another element of our long-term [removed: strategy and] commitment toward [removed: the reduction of petroleum consumption and GHG] [added: a world with zero] emissions.

[removed: GM and Honda, through our] long-term strategic alliance to collaborate in research and advanced engineering efforts, are developing and commercializing fuel cell systems.

GM Defense's growth strategy is focused on building a portfolio of products, including the Infantry Squad Vehicle and the [removed: purpose-built] [added: armored] Heavy Duty [removed: Suburban, by leveraging our manufacturing and innovation capabilities.][added: SUV.]

Wholesale vehicle sales data consists of sales to GM's dealers and [removed: distributors] [added: distributors,] as well as sales to the U.S. [removed: Government] [added: Government,] and excludes vehicles sold by our joint ventures.

In the year ended December 31, [removed: 2021, 30%] [added: 2022, 30.5%] of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by automotive segment (vehicles in thousands):

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| GMNA | | | [removed: 2,308] [added: 2,926] | | | | | | [removed: 80.7] [added: 81.8] | | % | | | | [removed: 2,707] [added: 2,308] | | | | | | [removed: 80.3] [added: 80.7] | | % | | | | [removed: 3,214] [added: 2,707] | | | | | | [removed: 76.4] [added: 80.3] | | % |

| GMI | | | [removed: 551] [added: 653] | | | | | | [removed: 19.3] [added: 18.2] | | % | | | | [removed: 663] [added: 551] | | | | | | [removed: 19.7] [added: 19.3] | | % | | | | [removed: 995] [added: 663] | | | | | | [removed: 23.6] [added: 19.7] | | % |

| Total | | | [removed: 2,859] [added: 3,579] | | | | | | 100.0 | | % | | | | [removed: 3,370] [added: 2,859] | | | | | | 100.0 | | % | | | | [removed: 4,209] [added: 3,370] | | | | | | 100.0 | | % |

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

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| Other | | | [removed: 3,083] [added: 3,071] | | | | | | [removed: 356] [added: 406] | | | | | | [removed: 11.5] [added: 13.2] | | % | | | | [removed: 2,804] [added: 3,081] | | | | | | [removed: 377] [added: 355] | | | | | | [removed: 13.4] [added: 11.5] | | % | | | | [removed: 3,645] [added: 2,804] | | | | | | [removed: 480] [added: 377] | | | | | | [removed: 13.2] [added: 13.4] | | % |

| Total North America | | | [removed: 18,466] [added: 17,270] | | | | | | [removed: 2,574] [added: 2,680] | | | | | | [removed: 13.9] [added: 15.5] | | % | | | | [removed: 17,696] [added: 18,491] | | | | | | [removed: 2,924] [added: 2,574] | | | | | | [removed: 16.5] [added: 13.9] | | % | | | | [removed: 21,144] [added: 17,686] | | | | | | [removed: 3,367] [added: 2,924] | | | | | | [removed: 15.9] [added: 16.5] | | % |

| China(a) | | | [removed: 25,878] [added: 23,464] | | | | | | [removed: 2,892] [added: 2,303] | | | | | | [removed: 11.2] [added: 9.8] | | % | | | | [removed: 24,926] [added: 25,843] | | | | | | [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] | | % |

| Total Asia/Pacific, Middle East and Africa | | | [removed: 45,267] [added: 43,504] | | | | | | [removed: 3,323] [added: 2,805] | | | | | | [removed: 7.3] [added: 6.4] | | % | | | | [removed: 43,020] [added: 45,359] | | | | | | [removed: 3,431] [added: 3,326] | | | | | | [removed: 8.0] [added: 7.3] | | % | | | | [removed: 46,855] [added: 42,922] | | | | | | [removed: 3,678] [added: 3,431] | | | | | | [removed: 7.9] [added: 8.0] | | % |

| Brazil | | | [removed: 2,119] [added: 2,103] | | | | | | [removed: 242] [added: 291] | | | | | | [removed: 11.4] [added: 13.8] | | % | | | | [removed: 2,055] [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] | | % |

Certain columns and rows may not add due to rounding.

*Electric Vehicles* We plan to rapidly scale our capacity to build one million EVs in North America and more than two million EVs globally by the end of 2025.

We plan to leverage the versatility and flexibility of Ultium to expand our EV portfolio over a wide variety of segments and price points including the Chevrolet Equinox EV, the Chevrolet Blazer EV, the Chevrolet Silverado EV and the GMC Sierra EV, which are expected to be launched over 2023 and 2024.

For example, in November 2021, we announced a collaboration with EVgo to install 3,250 DC fast charging stalls in more than 50 U.S. metropolitan markets.

In July 2022, we announced a collaboration with EVgo and Pilot Company targeting the installation of a coast-to-coast network of 2,000 DC fast charging stalls at 50-mile intervals across the U.S., enabling long-distance corridor charging.

This network will be open to all EV brands at up to 500 Pilot and Flying J travel centers.

In addition, we have announced collaborative work with several

*BrightDrop* BrightDrop is developing a suite of solutions, including the BrightDrop Zevo all-electric delivery vans, BrightDrop Trace electrically propelled smart containers and the BrightDrop Core software platform, which is focused on helping companies better visualize and optimize their fleet operations.

We expect these solutions will help the world's largest delivery and logistics companies do more with less, while helping to improve operating efficiencies, eliminate operating emissions and reduce congestion.

BrightDrop's Zevo 600 and Zevo 400 full-scale production facility, CAMI Assembly, launched in late 2022, with start of regular production (SORP) targeted for the first quarter of 2023.

BrightDrop delivered the first Zevo 600s to FedEx Express, our launch customer, and generated reservations and expressions of interest for Zevo vans from several major companies, including DHL Express Canada, Walmart and Merchants Fleet.

*Super Cruise and Ultra Cruise* We offer Super Cruise, the industry's first true hands-free driver assistance technology that enables drivers of eligible vehicles to travel hands-free on more than 400,000 miles of compatible roads in the U.S. and Canada.

We will make Super Cruise available on 22 vehicles in North America and China by the end of 2023.

Ultra Cruise is a significant next step in advanced driver assistance technology, designed to ultimately enable a hands-free driving experience in 95 percent of all driving scenarios, that will debut on the Cadillac CELESTIQ.

*Cruise* General Motors and Cruise are pursuing what we believe is the most comprehensive path to autonomous mobility in the industry.

In September 2021, Cruise began operating a driverless ride hail service in San Francisco, California, and in June 2022, began charging the public for driverless rides.

Cruise continues to make regulatory progress in California.

In December 2022, Cruise received regulatory approval to expand its operational design domain in California.

Cruise is also seeking regulatory approval to add the Cruise Origin to its driverless test permit.

Additionally, in September 2022, Cruise acquired regulatory permits to operate driverless ride hail services in Phoenix, Arizona and began pursuing ride hail operations in Austin, Texas.

GM and Honda, through our

In 2021, we announced a number of commercial relationships and, in November 2022, we announced a joint development agreement with Nel Hydrogen US to help enable cost competitive renewable hydrogen production.

*OnStar Insurance Services* OnStar Insurance is currently available in all 50 states.

This innovative startup leverages GM's expertise in data and vehicle technology to learn, scale and move the company forward.

As technology evolves, OnStar Insurance expects to transform traditional models to make the insurance process easier, smarter and more personalized for customers.

*GM Defense* GM Defense is developing products and solutions for global government and military customers by leveraging GM's commercial investments in vehicle, electrification, autonomy and connected vehicle technologies.

Total vehicle sales data for periods presented prior to 2022 reflect courtesy transportation vehicles used by U.S. dealers in their business.

Beginning in 2022, we stopped including such dealership courtesy transportation vehicles in total vehicle sales until such time as those vehicles were sold to the end customer.

| United States | | | 14,200 | | | | | | 2,274 | | | | | | 16.0 | | % | | | | 15,410 | | | | | | 2,218 | | | | | | 14.4 | | % | | | | 14,882 | | | | | | 2,547 | | | | | | 17.1 | | % |

| Other | | | 20,040 | | | | | | 502 | | | | | | 2.5 | | % | | | | 19,516 | | | | | | 435 | | | | | | 2.2 | | % | | | | 17,996 | | | | | | 530 | | | | | | 2.9 | | % |

| Other | | | 1,563 | | | | | | 161 | | | | | | 10.3 | | % | | | | 1,490 | | | | | | 152 | | | | | | 10.2 | | % | | | | 1,106 | | | | | | 132 | | | | | | 12.0 | | % |

| Total in GM markets | | | 64,440 | | | | | | 5,937 | | | | | | 9.2 | | % | | | | 67,459 | | | | | | 6,294 | | | | | | 9.3 | | % | | | | 63,769 | | | | | | 6,826 | | | | | | 10.7 | | % |

| Total Europe | | | 14,101 | | | | | | 2 | | | | | | — | | % | | | | 15,108 | | | | | | 2 | | | | | | — | | % | | | | 15,043 | | | | | | 1 | | | | | | — | | % |

| Total Worldwide(b)(c) | | | 78,542 | | | | | | 5,939 | | | | | | 7.6 | | % | | | | 82,567 | | | | | | 6,296 | | | | | | 7.6 | | % | | | | 78,812 | | | | | | 6,826 | | | | | | 8.7 | | % |

| Cars | | | 2,806 | | | | | | 214 | | | | | | 7.6 | | % | | | | 3,277 | | | | | | 138 | | | | | | 4.2 | | % | | | | 3,331 | | | | | | 239 | | | | | | 7.2 | | % |

| Trucks | | | 3,965 | | | | | | 1,246 | | | | | | 31.4 | | % | | | | 4,038 | | | | | | 1,223 | | | | | | 30.3 | | % | | | | 4,045 | | | | | | 1,257 | | | | | | 31.1 | | % |

| Crossovers | | | 7,428 | | | | | | 814 | | | | | | 11.0 | | % | | | | 8,095 | | | | | | 857 | | | | | | 10.6 | | % | | | | 7,506 | | | | | | 1,051 | | | | | | 14.0 | | % |

(c) As of March 2022, GM is no longer importing vehicles or parts to Russia, Belarus and other sanctioned provinces in Ukraine.

We continue to invest in key ICE segments, which are critical to fund our all-electric future.

In addition, our transition to EVs will require developing a more resilient, scalable and sustainable North America-focused EV supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain.

We have committed to an all-electric future with a core focus on zero emission battery EVs as part of our long-term strategy to reduce petroleum consumption and greenhouse gas (GHG) emissions.

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

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

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.

We have announced collaborative work with several charge network operators to filter real-time data on their respective

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.

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

*Super Cruise and Ultra Cruise* We offer Super Cruise, the industry's first hands-free driver assistance feature for enabled roads in the U.S. and Canada, which is powered by vehicle connectivity by means of a Super Cruise subscription.

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.

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

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

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.

*BrightDrop* BrightDrop is building an ecosystem of all-electric and connected first-to-last mile products and services, including light commercial vehicles, smart containers and a software platform for fleet and asset management designed to help delivery and logistics companies deliver goods more efficiently.

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.

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.

In June 2021, we announced a collaboration with Wabtec Corporation to develop and commercialize the Ultium platform and HYDROTEC fuel systems for their locomotives.

*OnStar Insurance Services* OnStar Insurance is currently available in 46 states and Washington, D.C. and is expected to be available in all 50 states by the second quarter of 2022.

In the future, we plan to integrate insurance products into the vehicle experience and offer premiums based on personal driving behaviors by leveraging, with customer consent, data coming from GM vehicles.

*GM Defense* Providing commercially developed solutions, including purpose-built vehicles, for government and military customers.

| United States | | | 15,383 | | | | | | 2,218 | | | | | | 14.4 | | % | | | | 14,892 | | | | | | 2,547 | | | | | | 17.1 | | % | | | | 17,499 | | | | | | 2,887 | | | | | | 16.5 | | % |

| Other | | | 19,389 | | | | | | 431 | | | | | | 2.2 | | % | | | | 18,094 | | | | | | 530 | | | | | | 2.9 | | % | | | | 21,457 | | | | | | 584 | | | | | | 2.7 | | % |

| Other | | | 1,488 | | | | | | 151 | | | | | | 10.2 | | % | | | | 1,105 | | | | | | 132 | | | | | | 12.0 | | % | | | | 1,531 | | | | | | 193 | | | | | | 12.6 | | % |

| Total in GM markets | | | 67,340 | | | | | | 6,290 | | | | | | 9.3 | | % | | | | 63,876 | | | | | | 6,825 | | | | | | 10.7 | | % | | | | 72,317 | | | | | | 7,714 | | | | | | 10.7 | | % |

| Total Europe | | | 15,080 | | | | | | 1 | | | | | | — | | % | | | | 14,946 | | | | | | 1 | | | | | | — | | % | | | | 19,021 | | | | | | 4 | | | | | | — | | % |

| Total Worldwide(b) | | | 82,420 | | | | | | 6,291 | | | | | | 7.6 | | % | | | | 78,822 | | | | | | 6,826 | | | | | | 8.7 | | % | | | | 91,338 | | | | | | 7,718 | | | | | | 8.4 | | % |

| Cars | | | 3,262 | | | | | | 138 | | | | | | 4.2 | | % | | | | 3,341 | | | | | | 239 | | | | | | 7.1 | | % | | | | 4,632 | | | | | | 389 | | | | | | 8.4 | | % |

| Trucks | | | 4,125 | | | | | | 1,223 | | | | | | 29.6 | | % | | | | 4,050 | | | | | | 1,257 | | | | | | 31.0 | | % | | | | 4,494 | | | | | | 1,332 | | | | | | 29.7 | | % |

| Crossovers | | | 7,996 | | | | | | 857 | | | | | | 10.7 | | % | | | | 7,501 | | | | | | 1,051 | | | | | | 14.0 | | % | | | | 8,373 | | | | | | 1,166 | | | | | | 13.9 | | % |

Our global vehicle architecture development is headquartered at our Global Technical Center in Warren, Michigan.

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

SEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold.

Pursuant to the SEC regulations, the Company will use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[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: $85.8] [added: $46.2] billion as of June 30, [removed: 2021.][added: 2022.]

As of January [removed: 18, 2022] [added: 17, 2023] there were [removed: 1,453,021,337] [added: 1,394,637,226] shares of common stock outstanding.

| Item 1. | | | Business | | | | | | [removed: [1](#i250d3bb99db54a03a369c2e32269ef7f_13)] [added: [1](#i54c9b176c0804fcabe51d5f8101e6190_13)] | | |

| Item 1A. | | | Risk Factors | | | | | | [removed: [14](#i250d3bb99db54a03a369c2e32269ef7f_16)] [added: [14](#i54c9b176c0804fcabe51d5f8101e6190_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | | | | [removed: [22](#i250d3bb99db54a03a369c2e32269ef7f_19)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_19)] | | |

| Item 2. | | | Properties | | | | | | [removed: [23](#i250d3bb99db54a03a369c2e32269ef7f_22)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_22)] | | |

| Item 3. | | | Legal Proceedings | | | | | | [removed: [23](#i250d3bb99db54a03a369c2e32269ef7f_25)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | | | | [removed: [23](#i250d3bb99db54a03a369c2e32269ef7f_28)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [23](#i250d3bb99db54a03a369c2e32269ef7f_34)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_34)] | | |

| Item 6. | | | \[Reserved\] | | | | | | [removed: [25](#i250d3bb99db54a03a369c2e32269ef7f_37)] [added: [25](#i54c9b176c0804fcabe51d5f8101e6190_37)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [25](#i250d3bb99db54a03a369c2e32269ef7f_40)] [added: [25](#i54c9b176c0804fcabe51d5f8101e6190_40)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [46](#i250d3bb99db54a03a369c2e32269ef7f_91)] [added: [46](#i54c9b176c0804fcabe51d5f8101e6190_94)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | | | | [removed: [53](#i250d3bb99db54a03a369c2e32269ef7f_97)] [added: [53](#i54c9b176c0804fcabe51d5f8101e6190_100)] | | |

| | | | Consolidated Income Statements | | | | | | [removed: [53](#i250d3bb99db54a03a369c2e32269ef7f_100)] [added: [53](#i54c9b176c0804fcabe51d5f8101e6190_103)] | | |

| | | | Consolidated Statements of Comprehensive Income | | | | | | [removed: [53](#i250d3bb99db54a03a369c2e32269ef7f_100)] [added: [53](#i54c9b176c0804fcabe51d5f8101e6190_103)] | | |

| | | | Consolidated Balance Sheets | | | | | | [removed: [54](#i250d3bb99db54a03a369c2e32269ef7f_103)] [added: [54](#i54c9b176c0804fcabe51d5f8101e6190_106)] | | |

| | | | Consolidated Statements of Cash Flows | | | | | | [removed: [55](#i250d3bb99db54a03a369c2e32269ef7f_106)] [added: [55](#i54c9b176c0804fcabe51d5f8101e6190_109)] | | |

| | | | Consolidated Statements of Equity | | | | | | [removed: [56](#i250d3bb99db54a03a369c2e32269ef7f_109)] [added: [56](#i54c9b176c0804fcabe51d5f8101e6190_112)] | | |

| | | | Notes to Consolidated Financial Statements | | | | | | [removed: [57](#i250d3bb99db54a03a369c2e32269ef7f_112)] [added: [57](#i54c9b176c0804fcabe51d5f8101e6190_115)] | | |

| | | | Note 1. | | | Nature of Operations and Basis of Presentation | | | [removed: [57](#i250d3bb99db54a03a369c2e32269ef7f_112)] [added: [57](#i54c9b176c0804fcabe51d5f8101e6190_115)] | | |

| | | | Note 2. | | | Significant Accounting Policies | | | [removed: [57](#i250d3bb99db54a03a369c2e32269ef7f_115)] [added: [57](#i54c9b176c0804fcabe51d5f8101e6190_118)] | | |

| | | | Note 4. | | | Marketable and Other Securities | | | [removed: [65](#i250d3bb99db54a03a369c2e32269ef7f_124)] [added: [65](#i54c9b176c0804fcabe51d5f8101e6190_127)] | | |

| | | | Note 5. | | | GM Financial Receivables and Transactions | | | [removed: [66](#i250d3bb99db54a03a369c2e32269ef7f_127)] [added: [66](#i54c9b176c0804fcabe51d5f8101e6190_130)] | | |

| | | | Note 7. | | | Operating Leases | | | [removed: [69](#i250d3bb99db54a03a369c2e32269ef7f_133)] [added: [69](#i54c9b176c0804fcabe51d5f8101e6190_136)] | | |

| | | | Note 8. | | | Equity in Net Assets of Nonconsolidated Affiliates | | | [removed: [70](#i250d3bb99db54a03a369c2e32269ef7f_136)] [added: [70](#i54c9b176c0804fcabe51d5f8101e6190_139)] | | |

| | | | Note 10. | | | Goodwill and Intangible Assets | | | [removed: [72](#i250d3bb99db54a03a369c2e32269ef7f_142)] [added: [72](#i54c9b176c0804fcabe51d5f8101e6190_145)] | | |

| | | | Note 11. | | | Variable Interest Entities | | | [removed: [73](#i250d3bb99db54a03a369c2e32269ef7f_145)] [added: [73](#i54c9b176c0804fcabe51d5f8101e6190_148)] | | |

| | | | Note 12. | | | Accrued and Other Liabilities | | | [removed: [74](#i250d3bb99db54a03a369c2e32269ef7f_148)] [added: [74](#i54c9b176c0804fcabe51d5f8101e6190_151)] | | |

| | | | Note 13. | | | Debt | | | [removed: [75](#i250d3bb99db54a03a369c2e32269ef7f_154)] [added: [75](#i54c9b176c0804fcabe51d5f8101e6190_157)] | | |

| | | | Note 14. | | | Derivative Financial Instruments | | | [removed: [77](#i250d3bb99db54a03a369c2e32269ef7f_157)] [added: [77](#i54c9b176c0804fcabe51d5f8101e6190_163)] | | |

| | | | Note 15. | | | Pensions and Other Postretirement Benefits | | | [removed: [78](#i250d3bb99db54a03a369c2e32269ef7f_160)] [added: [78](#i54c9b176c0804fcabe51d5f8101e6190_169)] | | |

| | | | Note 16. | | | Commitments and Contingencies | | | [removed: [84](#i250d3bb99db54a03a369c2e32269ef7f_163)] [added: [84](#i54c9b176c0804fcabe51d5f8101e6190_172)] | | |

| | | | Note 17. | | | Income Taxes | | | [removed: [88](#i250d3bb99db54a03a369c2e32269ef7f_166)] [added: [87](#i54c9b176c0804fcabe51d5f8101e6190_175)] | | |

| | | | Note 18. | | | Restructuring and Other Initiatives | | | [removed: [90](#i250d3bb99db54a03a369c2e32269ef7f_169)] [added: [90](#i54c9b176c0804fcabe51d5f8101e6190_178)] | | |

| | | | Note 19. | | | Interest Income and Other Non-Operating Income | | | [removed: [91](#i250d3bb99db54a03a369c2e32269ef7f_172)] [added: [91](#i54c9b176c0804fcabe51d5f8101e6190_181)] | | |

| | | | Note 20. | | | Stockholders’ Equity and Noncontrolling Interests | | | [removed: [91](#i250d3bb99db54a03a369c2e32269ef7f_175)] [added: [91](#i54c9b176c0804fcabe51d5f8101e6190_184)] | | |

| | | | Note 21. | | | Earnings Per Share | | | [removed: [93](#i250d3bb99db54a03a369c2e32269ef7f_178)] [added: [93](#i54c9b176c0804fcabe51d5f8101e6190_187)] | | |

| | | | Note 22. | | | Stock Incentive Plans | | | [removed: [93](#i250d3bb99db54a03a369c2e32269ef7f_184)] [added: [93](#i54c9b176c0804fcabe51d5f8101e6190_190)] | | |

| | | | Note 3. | | | Revenue | | | [64](#i54c9b176c0804fcabe51d5f8101e6190_121) | | |

| | | | Note 6. | | | Inventories | | | [69](#i54c9b176c0804fcabe51d5f8101e6190_133) | | |

| | | | Note 9. | | | Property | | | [72](#i54c9b176c0804fcabe51d5f8101e6190_142) | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | | | | [100](#i54c9b176c0804fcabe51d5f8101e6190_2170) | | |

| Signatures | | | | | | | | | [104](#i54c9b176c0804fcabe51d5f8101e6190_226) | | |

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

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

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

At December 31, [removed: 2021,] [added: 2022,] 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.

GM Financial has [removed: 37] [added: 35] facilities, of which [removed: 24] [added: 22] are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China and Mexico.

Holders At January [removed: 18, 2022,] [added: 17, 2023,] we had [removed: 1.5] [added: 1.4] billion issued and outstanding shares of common stock held by [removed: 475] [added: 472] holders of record.

It assumes $100 was invested on December 31, [removed: 2016,] [added: 2017,] with dividends being reinvested.

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, [removed: 2021:][added: 2022:]

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

(a) Shares purchased [removed: consist of] [added: include] shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) [added: and Performance Stock Units (PSUs)] relating to compensation plans.

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

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

Dividends In September 2022, our Board of Directors reinstated a quarterly dividend of $0.09 per share of our common stock.

We anticipate that we will continue to declare and pay dividends on our common stock quarterly.

However, the declaration of any dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion and will depend on various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs, as described further in the "Liquidity and Capital Resources" section of the MD&A.

| General Motors Company | | | $ | 100 | | | | | $ | 85 | | | | | $ | 97 | | | | | $ | 113 | | | | | $ | 159 | | | | | $ | 91 | |

| S&P 500 Stock Index | | | $ | 100 | | | | | $ | 96 | | | | | $ | 126 | | | | | $ | 149 | | | | | $ | 192 | | | | | $ | 157 | |

| Dow Jones Automobile & Parts Titans 30 Index | | | $ | 100 | | | | | $ | 79 | | | | | $ | 89 | | | | | $ | 135 | | | | | $ | 169 | | | | | $ | 115 | |

| October 1, 2022 through October 31, 2022 | | | 313,425 | | | | | | $ | 32.09 | | | | | — | | | | | | $3.5 billion | | |

| November 1, 2022 through November 30, 2022 | | | 8,540,718 | | | | | | $ | 39.71 | | | | | 8,540,718 | | | | | | $3.2 billion | | |

| December 1, 2022 through December 31, 2022 | | | 17,604,218 | | | | | | $ | 37.57 | | | | | 17,591,600 | | | | | | $2.5 billion | | |

| Total | | | 26,458,361 | | | | | | $ | 38.20 | | | | | 26,132,318 | | | | | | | | |

In August 2022, the Board of Directors increased the capacity to $5.0 billion from the $3.3 billion that remained as of June 30, 2022, with no expiration date.

(c) The weighted-average price paid per share excludes broker commissions.

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 | | |

| Dow Jones Automobile & Parts Titans 30 Index | | | $100 | | | | | | $121 | | | | | | $95 | | | | | | $108 | | | | | | $163 | | | | | | $204 | | |

| October 1, 2021 through October 31, 2021 | | | 26,954 | | | | | | $ | 53.13 | | | | | — | | | | | | $3.3 billion | | |

| November 1, 2021 through November 30, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $3.3 billion | | |

| December 1, 2021 through December 31, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $3.3 billion | | |

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

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

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | | | | [removed: 2019] | | |

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

| Automotive | | | $ | [added: 143,975 | | | | | $ |] 113,590 | | | | | $ | 108,673 | | | | | [removed: $] | [removed: 122,697] | |

| GM Financial | | | [added: 12,760 | | | | | |] 13,414 | | | | | | 13,812 | | | | | | [removed: 14,540] | | |

| Total net sales and revenue (Note 3) | | | [added: 156,735 | | | | | |] 127,004 | | | | | | 122,485 | | | | | | [removed: 137,237] | | |

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

| Automotive and other cost of sales | | | [added: 126,892 | | | | | |] 100,544 | | | | | | 97,539 | | | | | | [removed: 110,651] | | |

| GM Financial interest, operating and other expenses | | | [added: 8,862 | | | | | |] 8,582 | | | | | | 11,274 | | | | | | [removed: 12,614] | | |

| Automotive and other selling, general and administrative expense | | | [added: 10,667 | | | | | |] 8,554 | | | | | | 7,038 | | | | | | [removed: 8,491] | | |

| Total costs and expenses | | | [added: 146,421 | | | | | |] 117,680 | | | | | | 115,851 | | | | | | [removed: 131,756] | | |

| Operating income [added: (loss)] | | | [added: 10,315 | | | | | |] 9,324 | | | | | | 6,634 | | | | | | [removed: 5,481] | | |

| Automotive interest expense | | | [added: 987 | | | | | |] 950 | | | | | | 1,098 | | | | | | [removed: 782] | | |

| Interest income and other non-operating income, net (Note 19) | | | [added: 1,432 | | | | | |] 3,041 | | | | | | 1,885 | | | | | | [removed: 1,469] | | |

| Equity income [added: (loss)] (Note 8) | | | [added: 837 | | | | | |] 1,301 | | | | | | 674 | | | | | | [removed: 1,268] | | |

| Income [added: (loss)] before income taxes | | | [added: 11,597 | | | | | |] 12,716 | | | | | | 8,095 | | | | | | [removed: 7,436] | | |

| Income tax expense [added: (benefit)] (Note 17) | | | [added: 1,888 | | | | | |] 2,771 | | | | | | 1,774 | | | | | | [removed: 769] | | |

| Net [removed: income] [added: income (loss)] | | | [added: 9,708 | | | | | |] 9,945 | | | | | | 6,321 | | | | | | [removed: 6,667] | | |

| Net [removed: loss] [added: income (loss)] attributable to noncontrolling interests | | | [removed: 74] | | | | | | [removed: 106] | | | | | | [removed: 65] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (106) | | |]

| Net income [added: (loss)] attributable to stockholders | | | $ | [added: 9,934 | | | | | $ |] 10,019 | | | | | $ | 6,427 | | | | | [removed: $] | [removed: 6,732] | |

| Net income [added: (loss)] attributable to common stockholders | | | $ | [added: 8,915 | | | | | $ |] 9,837 | | | | | $ | 6,247 | | | | | [removed: $] | [removed: 6,581] | |

| Earnings per share (Note 21) | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Basic earnings per common share | | | $ | [added: 6.17 | | | | | $ |] 6.78 | | | | | $ | 4.36 | | | | | [removed: $] | [removed: 4.62] | |

| Weighted-average common shares outstanding – basic | | | [added: 1,445 | | | | | |] 1,451 | | | | | | 1,433 | | | | | | [removed: 1,424] | | |

| Diluted earnings per common share | | | $ | [added: 6.13 | | | | | $ |] 6.70 | | | | | $ | 4.33 | | | | | [removed: $] | [removed: 4.57] | |

| Weighted-average common shares outstanding – diluted | | | [added: 1,454 | | | | | |] 1,468 | | | | | | 1,442 | | | | | | [removed: 1,439] | | |

| Net [removed: income] [added: income (loss)] | | | $ | [removed: 9,945] [added: 9,708] | | | | | $ | [removed: 6,321] [added: 9,945] | | | | | $ | [removed: 6,667] [added: 6,321] | |

| Foreign currency translation adjustments and other | | | [removed: 80] [added: (340)] | | | | | | [removed: (523)] [added: 80] | | | | | | [removed: (6)] [added: (523)] | | |

| Defined benefit plans | | | [removed: 4,126] [added: 1,677] | | | | | | [removed: (1,795)] [added: 4,126] | | | | | | [removed: (2,122)] [added: (1,795)] | | |

| Other comprehensive income (loss), net of tax | | | [removed: 4,206] [added: 1,337] | | | | | | [removed: (2,318)] [added: 4,206] | | | | | | [removed: (2,128)] [added: (2,318)] | | |

| Comprehensive [removed: income] [added: income (loss)] | | | [removed: 14,151] [added: 11,045] | | | | | | [removed: 4,003] [added: 14,151] | | | | | | [removed: 4,539] [added: 4,003] | | |

| Comprehensive loss [added: (income)] attributable to noncontrolling interests | | | [removed: 87] [added: 257] | | | | | | [removed: 92] [added: 87] | | | | | | [removed: 76] [added: 92] | | |

| Comprehensive income attributable to [removed: stockholders] [added: stockholders (loss)] | | | $ | [removed: 14,238] [added: 11,303] | | | | | $ | [removed: 4,095] [added: 14,238] | | | | | $ | [removed: 4,615] [added: 4,095] | |

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 20,067] [added: 19,153] | | | | | $ | [removed: 19,992] [added: 20,067] | |

| Marketable debt securities (Note 4) | | | [removed: 8,609] [added: 12,150] | | | | | | [removed: 9,046] [added: 8,609] | | |

| Accounts and notes receivable, net of allowance of [removed: $192] [added: $260] and [removed: $224] [added: $192] | | | [removed: 7,394] [added: 13,333] | | | | | | [removed: 8,035] [added: 7,394] | | |

| GM Financial receivables, net of allowance of [removed: $703] [added: $869] and [removed: $1,002] [added: $703] (Note 5; Note 11 at VIEs) | | | [removed: 26,649] [added: 33,623] | | | | | | [removed: 26,209] [added: 26,649] | | |

| Inventories (Note 6) | | | [removed: 12,988] [added: 15,366] | | | | | | [removed: 10,235] [added: 12,988] | | |

| Other current assets (Note 4; Note 11 at VIEs) | | | [removed: 6,396] [added: 6,825] | | | | | | [removed: 7,407] [added: 6,396] | | |

Amounts may not add due to rounding.

| Noncontrolling interest - Cruise stock incentive awards (Note 20) | | | 357 | | | | | | — | | |

Amounts may not add due to rounding.

| Payments to purchase common stock | | | (2,500) | | | | | | — | | | | | | (90) | | |

Amounts may not add due to rounding.

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

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

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

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

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

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

| Net income (loss) | | | — | | | | | | — | | | | | | 9,934 | | | | | | — | | | | | | (226) | | | | | | 9,708 | | | | | | — | | |

| Other comprehensive income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 1,368 | | | | | | (31) | | | | | | 1,337 | | | | | | — | | |

| Purchase of common stock | | | (1) | | | | | | (1,153) | | | | | | (1,347) | | | | | | — | | | | | | — | | | | | | (2,500) | | | | | | — | | |

| Other | | | — | | | | | | 221 | | | | | | (90) | | | | | | — | | | | | | (340) | | | | | | (208) | | | | | | 59 | | |

| Balance at December 31, 2022 | | | $ | 14 | | | | | $ | 26,428 | | | | | $ | 49,251 | | | | | $ | (7,901) | | | | | $ | 4,135 | | | | | $ | 71,927 | | | | | $ | 357 | |

Amounts may not add due to rounding.

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

Certain columns and rows may not add due to rounding.

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

We account for government incentives as a reduction of expense, a reduction of the cost of the capital investment, or other income based on the substance of the incentive received.

Benefits are generally recorded when there is reasonable assurance of receipt and amounts are recorded in earnings as the expenses in which the incentive is meant to offset are incurred, as we meet the conditions of the grant or as the capital investment is depreciated.

At December 31, 2022, cash incentives receivable in Accounts and notes receivable, net of allowance was $300 million, cash incentives receivable in Other assets was $248 million and deferred incentive income in Other liabilities was $250 million.

In the year ended December 31, 2022, we recognized $234 million in Automotive and other cost of sales associated with incentives.

Current agreements expire at various dates through 2031 and we consider the risk that any amounts recognized will be returned to be remote.

as dealer supplied prices, are classified in Level 2.

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

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

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

losses in recent years.

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

The risk being hedged is foreign currency and commodity price risk related to forecasted transactions.

The change in the fair value of these forward contracts is recorded in Accumulated other comprehensive loss and will be recognized in Automotive net sales and revenue or Automotive and other cost of sales when the hedged transaction impacts earnings.

Forward contracts designated as cash flow hedges are evaluated for effectiveness using regression analysis at inception and throughout the hedge period.

Recently Adopted Accounting Standards Effective October 1, 2022, we adopted Accounting Standard Update (ASU) 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions" (ASU 2022-03), which clarifies that a contractual restriction on the sale of an equity security is not considered in measuring fair value.

The adoption of ASU 2022-03 was insignificant to our consolidated financial statements.

Accounting Standards Not Yet Adopted In March 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for TDRs and enhances certain disclosure requirements.

We adopted ASU 2022-02 on a modified retrospective basis on January 1, 2023.

The impact of the adoption of ASU 2022-02 was insignificant.

| Vehicle, parts and accessories | | | $ | 124,657 | | | | | $ | 13,993 | | | | | $ | 42 | | | | | $ | 138,692 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 138,692 | |

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

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

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

| Balance at January 1, 2019 | | | $ | 14 | | | | | $ | 25,563 | | | | | $ | 22,322 | | | | | $ | (9,039) | | | | | $ | 3,917 | | | | | $ | 42,777 | |

| Net income | | | — | | | | | | — | | | | | | 6,732 | | | | | | — | | | | | | (65) | | | | | | 6,667 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (2,117) | | | | | | (11) | | | | | | (2,128) | | |

We adopted Accounting Standards Update (ASU) 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13) on January 1, 2020 on a modified retrospective basis.

As such, the comparative information in prior periods was not restated and continues to be reported under the accounting standards in effect for those periods.

The accounting policies for Marketable Debt Securities, Accounts and Notes Receivable and GM Financial Receivables that were affected by the adoption of ASU 2016-13 became effective on January 1, 2020.

An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined.

We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life.

cash flows discounted at a rate commensurate with the risk involved.

RSUs granted in stock of Cruise vest upon satisfaction of both a service condition and a liquidity condition, defined as a change in control transaction or the consummation of an initial public offering.

Compensation costs for RSUs granted in stock of Cruise will be recorded when the liquidity condition is met.

We use the graded vesting method to record compensation cost for stock options with market conditions over the lesser of the vesting period or the time period an employee becomes eligible to retain the award at retirement.

We estimate the fair value of the Stellantis warrants using a Black-Scholes formula.

The significant inputs to the model include the Stellantis stock price and the estimated dividend yield.

We are entitled to receive any dividends declared by Stellantis through the conversion date upon exercise of the warrants.

Gains or losses as a result of the change in the fair value of the Stellantis warrants are recorded in Interest income and other non-operating income, net.

| Vehicle, parts and accessories | | | $ | 101,346 | | | | | $ | 14,931 | | | | | $ | — | | | | | $ | 116,277 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 116,277 | |

| Used vehicles | | | 1,896 | | | | | | 123 | | | | | | — | | | | | | 2,019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,019 | | |

| Services and other | | | 3,124 | | | | | | 1,057 | | | | | | 220 | | | | | | 4,401 | | | | | | 100 | | | | | | — | | | | | | (100) | | | | | | 4,401 | | |

| Automotive net sales and revenue | | | 106,366 | | | | | | 16,111 | | | | | | 220 | | | | | | 122,697 | | | | | | 100 | | | | | | — | | | | | | (100) | | | | | | 122,697 | | |

| Other income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 451 | | | | | | (7) | | | | | | 444 | | |

| Net sales and revenue | | | $ | 106,366 | | | | | $ | 16,111 | | | | | $ | 220 | | | | | $ | 122,697 | | | | | $ | 100 | | | | | $ | 14,554 | | | | | $ | (114) | | | | | $ | 137,237 | |

The decrease in the allowance for loan losses as of December 31, 2021 compared to December 31, 2020 was primarily due to a reduction in the reserve levels established at the onset of the COVID-19 pandemic.

This reduction was a result of actual credit performance that was better than forecasted and favorable expectations for future charge-offs and recoveries, reflecting improved economic conditions.

These decreases in the reserve levels were partially offset by reserves established for loans originated during the year ended December 31, 2021.

| Prime – FICO score 680 and greater | | | $ | 18,685 | | | | | $ | 7,033 | | | | | $ | 4,491 | | | | | $ | 1,917 | | | | | $ | 555 | | | | | $ | 119 | | | | | | | | | | | $ | 32,800 | | | | | 64.0 | | % |

| Near-prime – FICO score 620 to 679 | | | 3,695 | | | | | | 2,097 | | | | | | 1,232 | | | | | | 603 | | | | | | 225 | | | | | | 83 | | | | | | | | | | | | 7,935 | | | | | | 15.4 | | % |

| Sub-prime – FICO score less than 620 | | | 3,803 | | | | | | 2,920 | | | | | | 1,740 | | | | | | 1,173 | | | | | | 610 | | | | | | 307 | | | | | | | | | | | | 10,553 | | | | | | 20.6 | | % |

| Retail finance receivables, net of fees | | | $ | 26,183 | | | | | $ | 12,050 | | | | | $ | 7,463 | | | | | $ | 3,693 | | | | | $ | 1,390 | | | | | $ | 509 | | | | | | | | | | | $ | 51,288 | | | | | 100.0 | | % |

| 0-to-30 days | | | $ | 25,894 | | | | | $ | 11,591 | | | | | $ | 7,131 | | | | | $ | 3,454 | | | | | $ | 1,249 | | | | | $ | 421 | | | | | | | | | | | $ | 49,740 | | | | | 97.0 | | % |

| 31-to-60 days | | | 210 | | | | | | 325 | | | | | | 235 | | | | | | 170 | | | | | | 102 | | | | | | 61 | | | | | | | | | | | | 1,103 | | | | | | 2.1 | | % |

| Greater-than-60 days | | | 72 | | | | | | 123 | | | | | | 90 | | | | | | 64 | | | | | | 37 | | | | | | 26 | | | | | | | | | | | | 412 | | | | | | 0.8 | | % |

| Finance receivables more than 30 days delinquent | | | 282 | | | | | | 448 | | | | | | 325 | | | | | | 234 | | | | | | 139 | | | | | | 87 | | | | | | | | | | | | 1,515 | | | | | | 2.9 | | % |

| Finance receivables more than 30 days delinquent or in repossession | | | 289 | | | | | | 459 | | | | | | 332 | | | | | | 239 | | | | | | 141 | | | | | | 88 | | | | | | | | | | | | 1,548 | | | | | | 3.0 | | % |

| I | | | $ | 6,968 | | | | | $ | 510 | | | | | $ | 159 | | | | | $ | 63 | | | | | $ | 95 | | | | | $ | 43 | | | | | $ | 19 | | | | | | | | | | | $ | 7,857 | | | | | 90.5 | | % | | | | | | | | | | | | |

| II | | | 491 | | | | | | 2 | | | | | | 18 | | | | | | 2 | | | | | | 3 | | | | | | 18 | | | | | | 34 | | | | | | | | | | | | 568 | | | | | | 6.5 | | % | | | | | | | | | | | | |

| III | | | 203 | | | | | | — | | | | | | 8 | | | | | | 29 | | | | | | 2 | | | | | | 11 | | | | | | — | | | | | | | | | | | | 253 | | | | | | 2.9 | | % | | | | | | | | | | | | |

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, [removed: 2021] [added: 2022] as required by paragraph (b) of Rules 13a-15 or 15d-15.

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, [removed: 2021,] [added: 2022,] utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The objective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Based on management's assessment, we have concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, due to the COVID-19 pandemic, we are monitoring our control environment with increased vigilance to ensure all increased risks are mitigated.

For additional information refer to Part I, Item 1A.

Risk Factors.

* * * * * * *

PART III

Items 10, 11, 12, 13 and 14

Information required by Items 10, 11, 12, 13 and 14 of this Form 10-K is incorporated by reference from our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2021 fiscal year, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K, except disclosure of our executive officers, which is included in Part I, Item 1 of this report.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART IV

Not applicable.

* * * * * * *

PART III

Items 10, 11, 12, 13 and 14

Information required by Items 10, 11, 12, 13 and 14 of this Form 10-K is incorporated by reference from our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2022 fiscal year, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K, except disclosure of our executive officers, which is included in Part I, Item 1 of this report.

* * * * * * *

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART IV

| 2.2 | | | | | | [Purchase Agreement dated as of May 31, 2018, by and among General Motors Holdings LLC, GM Cruise Holdings LLC, and Softbank Vision [removed: Fund (AIV] [added: Fund](http://www.sec.gov/Archives/edgar/data/1467858/000146785818000089/ex215312018purchaseagreeme.htm) [(AIV] M1), L.P. incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of General Motors Company filed July 25, 2018](http://www.sec.gov/Archives/edgar/data/1467858/000146785818000089/ex215312018purchaseagreeme.htm) | | | | | | Incorporated by Reference | | |

| 3.2 | | | | | | [General Motors Company Amended and Restated Bylaws, as [removed: amended August 1](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[7](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[21](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[,] [added: amended](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm) [December 9, 2022](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm)[,] incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company [removed: filed August 2](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)[21](https://www.sec.gov/Archives/edgar/data/1467858/000119312521254010/d132589dex31.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm) [December](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm) [1](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm)[4](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1467858/000119312522304787/d313387dex31.htm)] | | | | | | Incorporated by Reference | | |

| 4.8 | | | | | | [Sixth [removed: Supplement] [added: Supplemental] Indenture, dated as of May 12, 2020, to the Indenture. dated as of September 27, 2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company filed May 12, 2020](https://www.sec.gov/Archives/edgar/data/1467858/000119312520140520/d893278dex42.htm) | | | | | | Incorporated by Reference | | |

| [removed: 4.9] [added: 4.10] | | | | | | [Calculation Agency Agreement, dated as of September 10, 2018 between General Motors Company and the Bank of New York Mellon, as calculation agent, incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of General Motors Company filed September 10, 2018](http://www.sec.gov/Archives/edgar/data/1467858/000119312518270117/d616437dex43.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.2*] [added: 10.1*] | | | | | | [Form of Compensation Statement, incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010](http://www.sec.gov/Archives/edgar/data/1467858/000119312510078119/dex1014.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.3*] [added: 10.2*] | | | | | | [General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K of General Motors Company filed February 15, 2013](http://www.sec.gov/Archives/edgar/data/1467858/000146785813000025/ex-1012x12312012.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.4*] [added: 10.3*] | | | | | | [Amendment No. 1 to General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, [removed: incorporated by] [added: incorporated](http://www.sec.gov/Archives/edgar/data/1467858/000119312516449435/d124387dex102.htm) [by] reference to Exhibit 10.2 to the Current Report on Form 8-K of General Motors Company filed February 3, 2016](http://www.sec.gov/Archives/edgar/data/1467858/000119312516449435/d124387dex102.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.5*] [added: 10.4*] | | | | | | [General Motors Company 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed June 12, 2014](http://www.sec.gov/Archives/edgar/data/1467858/000146785814000164/ex101-2014longxtermincenti.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.6*] [added: 10.5*] | | | | | | [Form of Non-Qualified Stock Option Agreement under the 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed July 30, 2015](http://www.sec.gov/Archives/edgar/data/1467858/000146785815000178/formofawardagreement.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.7*] [added: 10.6*] | | | | | | [General Motors Company 2016 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of General Motors Company filed May 13, 2016](http://www.sec.gov/Archives/edgar/data/1467858/000119312516589990/d169701dex991.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.8*] [added: 10.7*] | | | | | | [General Motors Company Vehicle Operations - Senior Management Vehicle Program (SMVP) Supplement, revised December 15, 2005, incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10-K of Motors Liquidation Company filed March 28, 2006](http://www.sec.gov/Archives/edgar/data/40730/000095012406001534/k03376exv10wxgy.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.9*] [added: 10.8*] | | | | | | [Form of Director and Officer Indemnification Agreement, [removed: incorporated by] [added: incorporated](http://www.sec.gov/Archives/edgar/data/1467858/000146785816000317/ex-106xindemnificationagre.htm) [by] reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of General Motors Company filed April 21, 2016](http://www.sec.gov/Archives/edgar/data/1467858/000146785816000317/ex-106xindemnificationagre.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.10*] [added: 10.9*] | | | | | | [General Motors Company 2017 Short-Term Incentive Plan, incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2018](http://www.sec.gov/Archives/edgar/data/1467858/000146785818000022/ex1025-2017stip.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.11*] [added: 10.10*] | | | | | | [General Motors Company 2017 Long-Term Incentive Plan, [removed: incorporated by] [added: incorporated](http://www.sec.gov/Archives/edgar/data/1467858/000119312517205999/d405034dex41.htm) [by] reference to Exhibit 4.1 to the Registration Statement on Form S-8 of General Motors Company filed June 16, 2017](http://www.sec.gov/Archives/edgar/data/1467858/000119312517205999/d405034dex41.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.12*] [added: 10.11*] | | | | | | [Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed April 26, 2018](http://www.sec.gov/Archives/edgar/data/1467858/000146785818000068/ex-101x03312018.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.13*] [added: 10.12*] | | | | | | [Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed April 26, 2018](http://www.sec.gov/Archives/edgar/data/1467858/000146785818000068/ex-102x03312018.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.14*] [added: 10.13*] | | | | | | [Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2020](https://www.sec.gov/Archives/edgar/data/1467858/000146785820000069/exhibit101-formofpsuaw.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.15*] [added: 10.14*] | | | | | | [Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2020](https://www.sec.gov/Archives/edgar/data/1467858/000146785820000069/exhibit102-formofoptio.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.16*] [added: 10.22*] | | | | | | [Form of Restricted Stock Unit Award Agreement under the General Motors Company [removed: 2017 Long- Term] [added: 2020 Long-Term] Incentive [removed: Plan,] [added: Plan] incorporated by reference to Exhibit [removed: 10.5] [added: 10.24] to the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] of General Motors [removed: Company filed July 29, 2020](https://www.sec.gov/Archives/edgar/data/1467858/000146785820000113/exhibit105-formofrsuaw.htm)] [added: Company,](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm) [f](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)[iled February 10, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)] | | | | | | Incorporated by Reference | | |

| [removed: 10.17*] [added: 10.15*] | | | | | | [Amended and Restated General Motors LLC U.S. Executive Severance Program, incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2019](https://www.sec.gov/Archives/edgar/data/1467858/000146785819000033/ex-1023amendedgmexecutives.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.18*] [added: 10.16*] | | | | | | [Form of Time Sharing Agreement, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed October 29, 2019](https://www.sec.gov/Archives/edgar/data/1467858/000146785819000121/ex-102xformoftimesharing.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.19*] [added: 10.17*] | | | | | | [The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of General Motors Company filed February 5, 2020](https://www.sec.gov/Archives/edgar/data/1467858/000146785820000028/ex-1019xthegeneralmoto.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.20*] [added: 10.18*] | | | | | | [General Motors Company 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of General Motors Company filed June 25, 2020](https://www.sec.gov/Archives/edgar/data/1467858/000119312520178815/d920608dex41.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.21*] [added: 10.19*] | | | | | | [Form of Performance Share Unit Award Agreement No.1 under the General Motors Company 2020 [removed: Long-Term](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm) [Incentive] [added: Long-Term Incentive] Plan, [removed: in](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm)[c](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm)[orporated] [added: incorporated] by reference to Exhibit 10.1 to the [removed: Qu](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm)[arterly] [added: Quarterly] Report on Form 10-Q of General [removed: Motor](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm)[s Comp](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm)[any] [added: Motors Company] filed May 5, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit101formofpsu.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.22*] [added: 10.20*] | | | | | | [Form of Performance Share Unit Award Agreement No.2 under the General Motors Company 2020 Long-Term [removed: Incentive](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm) [Plan](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm)[,] [added: Incentive Plan,] incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm)[2](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm)[2](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm) [to] [added: 10.22 to] the Annual Report on Form 10-K of General Motors [removed: Company](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm)[, filed](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm) [February 10](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm)[,] [added: Company, filed February 10,] 2021](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1022xformofpsuawardno2.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.23*] [added: 10.21*] | | | | | | [Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2020 Long- Term [removed: Incentive](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit102formofoption.htm) [Plan,] [added: Incentive Plan,] incorporated by reference to Exhibit 10.2 to the Quarterly [removed: Re](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit102formofoption.htm)[port] [added: Report] on Form 10-Q of General [removed: Mo](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit102formofoption.htm)[tors] [added: Motors] Company filed May 5, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000117/exhibit102formofoption.htm) | | | | | | Incorporated by Reference | | |

| 10.24* | | | | | | [Form of [removed: Restricted] [added: Non-Qualified] Stock [removed: Unit] [added: Option] Award Agreement [added: No.2] under the General Motors Company 2020 Long-Term [removed: Incentive](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm) [Plan in](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)[corporated] [added: Incentive Plan incorporated] by reference to Exhibit [removed: 10.24] [added: 10.2] to the [removed: Annu](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)[a](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)[l] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] of General [removed: Motors](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm) [Compan](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)[y](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)[, Filed February 10, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000146785821000037/ex-1024xformofrsuaward.htm)] [added: Motors Company, filed April 27, 2022](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000078/exhibit102-formofnonxquali.htm)] | | | | | | Incorporated by Reference | | |

| [removed: 10.25†] [added: 10.29] | | | | | | [added: [Eighth](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)] [Amended and Restated [removed: Master Agreement, dated as] [added: Limited Liability Company Agreement] of [removed: December 19, 2012, between General Motors] [added: GM Cruise] Holdings [removed: LLC and Peugeot S.A.,] [added: LLC, dated](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [March 1](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[8](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[2](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[2](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[,] incorporated by reference to Exhibit [removed: 10.24 to the Annual Report] [added: 10.](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[2](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [to the](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [Report] on [removed: Form 10-K of] [added: Form](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [10](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[\-](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)[Q](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [of] General Motors Company [removed: filed February 6, 2014](http://www.sec.gov/Archives/edgar/data/1467858/000146785814000043/ex-1024x12312013psa.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm) [July 26, 2022](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000094/exhibit102cruisellca.htm)] | | | | | | Incorporated by Reference | | |

| [removed: 10.29†] [added: 10.25†] | | | | | | [Third Amended and Restated 5-Year Revolving Credit Agreement, dated as of April 18, 2018, among General Motors Company, General Motors Financial Company, Inc., GM Global Treasury Centre Limited, General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of General Motors Company filed April 20, 2018](https://www.sec.gov/Archives/edgar/data/1467858/000119312518122841/d489106dex102.htm) | | | | | | Incorporated by Reference | | |

| [removed: 10.30†] [added: 10.26†] | | | | | | [Amendment No. [removed: 1](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [to Third](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [A](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm)[mended] [added: 1 to Third Amended] and [removed: Restated](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [5](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm)[\-Year] [added: Restated 5-Year] Revolving Credit Agreement, [removed: dated](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [as of](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [April] [added: dated as of April] 18, 2018, among General Motors Company, General Motors Financial Company, [removed: Inc.,](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [GM] [added: Inc., GM] Global Treasury Centre [removed: Limited,](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [General] [added: Limited, General] Motors do Brazil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm)[3](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [to] [added: 10.3 to] the Current Report on Form 8-K of General Motors Company filed [removed: April](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm) [7, 202](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm)[1](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm)] [added: April 7, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex103.htm)] | | | | | | Incorporated by Reference | | |

| [removed: 10.31†] [added: 10.27†] | | | | | | [removed: [Fourth](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm) [Amended] [added: [Fourth Amended] and [removed: Restated](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm) [3](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)[\-Year] [added: Restated 3-Year] Revolving Credit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm) [](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)[among] [added: Agreement among] General Motors Company, General Motors Financial Company, [removed: Inc.,](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm) [General] [added: Inc., General] Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm) [to] [added: 10.1 to] the Current Report on Form 8-K of General Motors Company filed [removed: April](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm) [7](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)[21](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)] [added: April 7, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex101.htm)] | | | | | | Incorporated by Reference | | |

| [removed: 10.32†] [added: 10.28†] | | | | | | [removed: [Third Amended] [added: [Fourth](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [Amended] and Restated 364-Day Revolving Credit Agreement among General Motors Company, General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative [removed: agent, and Citibank,] [added: agent,](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [Citibank,] N.A., as syndication [removed: agent, incorporated by] [added: agent,](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [and Bank of America, N.A., as co-syndication agent,](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [incorporated](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [by] reference to Exhibit [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [to] the Current Report on Form 8-K of General Motors Company [removed: filed April 7, 2021](https://www.sec.gov/Archives/edgar/data/1467858/000119312521109043/d125526dex102.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm) [April 5](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm)[](https://www.sec.gov/Archives/edgar/data/1467858/000119312522096284/d345200dex101.htm)] | | | | | | Incorporated by Reference | | |

| 21 | | | | | | [Subsidiaries and Joint Ventures of the Registrant as of December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000034/ex-21x12312021.htm)[1](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000034/ex-21x12312021.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1467858/000146785823000029/ex-21x12312022.htm)] | | | | | | Filed Herewith | | |

| 23 | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000034/ex-23x12312021.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1467858/000146785823000029/ex-23x12312022.htm)] | | | | | | Filed Herewith | | |

| 24 | | | | | | [Power of Attorney for Directors of General Motors [removed: Company](https://www.sec.gov/Archives/edgar/data/1467858/000146785822000034/ex-24x12312021.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1467858/000146785823000029/ex-24x12312022.htm)] | | | | | | Filed Herewith | | |