Item 1. Condensed Consolidated Financial Statements

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Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Net sales and revenue
Automotive$23,426$32,067$83,237$74,580
GM Financial3,3533,41310,18310,387
Total net sales and revenue (Note 2)26,77935,48093,42084,967
Costs and expenses
Automotive and other cost of sales20,67227,16973,05367,339
GM Financial interest, operating and other expenses2,3142,2596,4878,853
Automotive and other selling, general and administrative expense2,1481,6286,0764,908
Total costs and expenses25,13431,05685,61681,100
Operating income1,6454,4247,8043,867
Automotive interest expense230327723823
Interest income and other non-operating income, net8004992,3831,223
Equity income (Note 7)3233091,015389
Income before income taxes2,5384,90510,4794,656
Income tax expense (Note 14)1528872,3001,132
Net income2,3864,0188,1793,524
Net loss attributable to noncontrolling interests34279957
Net income attributable to stockholders$2,420$4,045$8,278$3,581
Net income attributable to common stockholders$2,375$4,005$8,141$3,446
Earnings per share (Note 17)
Basic earnings per common share$1.64$2.80$5.61$2.41
Weighted-average common shares outstanding – basic1,4521,4321,4501,432
Diluted earnings per common share$1.62$2.78$5.55$2.40
Weighted-average common shares outstanding – diluted1,4671,4391,4671,439
Dividends declared per common share$—$—$—$0.38

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Net income$2,386$4,018$8,179$3,524
Other comprehensive income (loss), net of tax (Note 16)
Foreign currency translation adjustments and other(210)6787(964)
Defined benefit plans197(115)385163
Other comprehensive income (loss), net of tax(13)(48)472(801)
Comprehensive income2,3733,9708,6512,723
Comprehensive loss attributable to noncontrolling interests402111259
Comprehensive income attributable to stockholders$2,413$3,991$8,763$2,782

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts) (Unaudited)

September 30, 2021December 31, 2020
ASSETS
Current Assets
Cash and cash equivalents$17,365$19,992
Marketable debt securities (Note 3)6,5759,046
Accounts and notes receivable, net8,0918,035
GM Financial receivables, net (Note 4; Note 8 at VIEs)25,09326,209
Inventories (Note 5)14,53410,235
Other current assets (Note 3; Note 8 at VIEs)6,1337,407
Total current assets77,79180,924
Non-current Assets
GM Financial receivables, net (Note 4; Note 8 at VIEs)34,64531,783
Equity in net assets of nonconsolidated affiliates (Note 7)9,2348,406
Property, net39,63737,632
Goodwill and intangible assets, net5,1265,230
Equipment on operating leases, net (Note 6; Note 8 at VIEs)39,65739,819
Deferred income taxes22,24524,136
Other assets (Note 3; Note 8 at VIEs)10,2227,264
Total non-current assets160,766154,270
Total Assets$238,557$235,194
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)$18,648$19,928
Short-term debt and current portion of long-term debt (Note 9)
Automotive4761,276
GM Financial (Note 8 at VIEs)34,34335,637
Accrued liabilities (Note 11)18,48423,069
Total current liabilities71,95179,910
Non-current Liabilities
Long-term debt (Note 9)
Automotive16,37216,193
GM Financial (Note 8 at VIEs)57,76256,788
Postretirement benefits other than pensions (Note 12)6,1116,277
Pensions (Note 12)10,82212,902
Other liabilities (Note 11)15,21813,447
Total non-current liabilities106,285105,607
Total Liabilities178,236185,517
Commitments and contingencies (Note 13)
Equity (Note 16)
Common stock, $0.01 par value1514
Additional paid-in capital26,92626,542
Retained earnings40,21231,962
Accumulated other comprehensive loss(13,003)(13,488)
Total stockholders’ equity54,15045,030
Noncontrolling interests6,1714,647
Total Equity60,32149,677
Total Liabilities and Equity$238,557$235,194

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)

Nine Months Ended
September 30, 2021September 30, 2020
Cash flows from operating activities
Net income$8,179$3,524
Depreciation and impairment of Equipment on operating leases, net4,7575,518
Depreciation, amortization and impairment charges on Property, net4,3574,217
Foreign currency remeasurement and transaction (gains) losses(59)50
Undistributed earnings (loss) of nonconsolidated affiliates, net(306)137
Pension contributions and OPEB payments(624)(610)
Pension and OPEB income, net(1,205)(754)
Provision for deferred taxes1,963700
Change in other operating assets and liabilities(8,683)(2,805)
Net cash provided by operating activities8,3799,977
Cash flows from investing activities
Expenditures for property(4,310)(3,328)
Available-for-sale marketable securities, acquisitions(5,784)(12,190)
Available-for-sale marketable securities, liquidations8,2367,018
Purchases of finance receivables, net(25,518)(22,294)
Principal collections and recoveries on finance receivables18,29714,622
Purchases of leased vehicles, net(16,698)(10,468)
Proceeds from termination of leased vehicles15,5139,937
Other investing activities(675)(116)
Net cash used in investing activities(10,939)(16,819)
Cash flows from financing activities
Net increase in short-term debt3,203580
Proceeds from issuance of debt (original maturities greater than three months)34,84364,931
Payments on debt (original maturities greater than three months)(38,266)(50,659)
Proceeds from issuance of subsidiary preferred stock (Note 16)1,736492
Dividends paid(170)(653)
Other financing activities(134)(532)
Net cash provided by financing activities1,21214,159
Effect of exchange rate changes on cash, cash equivalents and restricted cash(118)(404)
Net increase (decrease) in cash, cash equivalents and restricted cash(1,466)6,913
Cash, cash equivalents and restricted cash at beginning of period23,11722,943
Cash, cash equivalents and restricted cash at end of period$21,651$29,856
Significant Non-cash Investing and Financing Activity
Non-cash property additions$4,311$2,448

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)

Common Stockholders’Noncontrolling InterestsTotal Equity
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss
Balance at January 1, 2020$14$26,074$26,860$(11,156)$4,165$45,957
Adoption of accounting standards——(660)——(660)
Net income——294—(8)286
Other comprehensive loss———(644)(12)(656)
Issuance of subsidiary preferred stock————2626
Purchase of common stock—(57)(33)——(90)
Stock based compensation—(3)(7)——(10)
Cash dividends paid on common stock——(545)——(545)
Dividends to noncontrolling interests————(4)(4)
Other——(24)—3713
Balance at March 31, 20201426,01425,885(11,800)4,20444,317
Net loss——(758)—(22)(780)
Other comprehensive loss———(101)4(97)
Issuance of subsidiary preferred stock————2626
Stock based compensation—73———73
Dividends to noncontrolling interests————(39)(39)
Other——(23)—16(7)
Balance at June 30, 20201426,08725,104(11,901)4,18943,493
Net income——4,045—(27)4,018
Other comprehensive loss———(54)6(48)
Issuance of subsidiary preferred stock (Note 16)————492492
Stock based compensation—61———61
Other——(15)—7(8)
Balance at September 30, 2020$14$26,148$29,134$(11,955)$4,667$48,008
Balance at January 1, 2021$14$26,542$31,962$(13,488)$4,647$49,677
Net income——3,022—(8)3,014
Other comprehensive income———162(7)155
Issuance of subsidiary preferred stock (Note 16)————1,5371,537
Stock based compensation—132———132
Dividends to noncontrolling interests————(61)(61)
Other—(7)4—(8)(11)
Balance at March 31, 20211426,66734,988(13,326)6,10054,443
Net income——2,836—(57)2,779
Other comprehensive income———330—330
Issuance of subsidiary preferred stock (Note 16)————199199
Stock based compensation—177(4)——173
Dividends to noncontrolling interests————(64)(64)
Other1—(14)—2916
Balance at June 30, 20211526,84437,806(12,996)6,20757,876
Net income——2,420—(34)2,386
Other comprehensive loss———(7)(6)(13)
Stock based compensation—821——83
Dividends to noncontrolling interests————(1)(1)
Other——(15)—5(10)
Balance at September 30, 2021$15$26,926$40,212$(13,003)$6,171$60,321

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

General Motors Company (sometimes referred to in this Quarterly Report on Form 10-Q as we, our, us, ourselves, the Company, General Motors or GM) designs, builds and sells trucks, crossovers, cars and automobile parts worldwide and is investing in and growing an autonomous vehicle business. We also provide automotive financing services through General Motors Financial Company, Inc. (GM Financial). We analyze the results of our operations through the following segments: GM North America (GMNA), GM International (GMI), Cruise, and GM Financial. Cruise is our global segment responsible for the development and commercialization of autonomous vehicle technology. Nonsegment operations are classified as Corporate. Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures and certain nonsegment-specific revenues and expenses.

The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2020 Form 10-K. Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions.

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

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

Note 2. Revenue

The following table disaggregates our revenue by major source:

Three Months Ended September 30, 2021
GMNAGMICorporateTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Vehicle, parts and accessories$19,633$2,548$6$22,187$—$—$—$22,187
Used vehicles11514—129———129
Services and other806281211,10826—(24)1,110
Automotive net sales and revenue20,5542,8432723,42426—(24)23,426
Leased vehicle income—————2,246—2,246
Finance charge income—————1,035—1,035
Other income—————73(1)72
GM Financial net sales and revenue—————3,354(1)3,353
Net sales and revenue$20,554$2,843$27$23,424$26$3,354$(25)$26,779

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Three Months Ended September 30, 2020
GMNAGMICorporateTotal AutomotiveCruiseGM FinancialEliminations/ ReclassificationsTotal
Vehicle, parts and accessories$28,143$2,513$—$30,656$—$—$—$30,656
Used vehicles185236214———214
Services and other8001991971,19626—(25)1,197
Automotive net sales and revenue29,1282,73520332,06626—(25)32,067
Leased vehicle income—————2,354—2,354
Finance charge income—————999—999
Other income—————68(8)60
GM Financial net sales and revenue—————3,421(8)3,413
Net sales and revenue$29,128$2,735$203$32,066$26$3,421$(33)$35,480
Nine Months Ended September 30, 2021
GMNAGMICorporateTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Vehicle, parts and accessories$71,546$7,825$8$79,379$—$—$—$79,379
Used vehicles48040—520———520
Services and other2,417856593,33281—(75)3,338
Automotive net sales and revenue74,4438,7216783,23181—(75)83,237
Leased vehicle income—————6,871—6,871
Finance charge income—————3,087—3,087
Other income—————229(4)225
GM Financial net sales and revenue—————10,187(4)10,183
Net sales and revenue$74,443$8,721$67$83,231$81$10,187$(79)$93,420
Nine Months Ended September 30, 2020
GMNAGMICorporateTotal AutomotiveCruiseGM FinancialEliminations/ ReclassificationsTotal
Vehicle, parts and accessories$63,569$6,950$—$70,519$—$—$—$70,519
Used vehicles6836516764———764
Services and other2,3116773053,29379—(75)3,297
Automotive net sales and revenue66,5637,69232174,57679—(75)74,580
Leased vehicle income—————7,203—7,203
Finance charge income—————2,971(1)2,970
Other income—————231(17)214
GM Financial net sales and revenue—————10,405(18)10,387
Net sales and revenue$66,563$7,692$321$74,576$79$10,405$(93)$84,967

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Adjustments to sales incentives for previously recognized sales increased revenue by $290 million and $340 million in the three months ended September 30, 2021 and 2020.

Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service contracts of $2.5 billion and $2.4 billion at September 30, 2021 and December 31, 2020, which are included in Accrued liabilities and Other liabilities. We recognized revenue of $262 million and $951 million related to contract liabilities in the three and nine months ended September 30, 2021 and $245 million and $872 million in the three and nine months ended September 30, 2020. We expect to recognize revenue of $459 million in the three months ending December 31, 2021 and $844 million, $469 million and $725 million in the years ending December 31, 2022, 2023 and thereafter related to contract liabilities at September 30, 2021.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 3. Marketable and Other Securities

The following table summarizes the fair value of cash equivalents and marketable debt securities, which approximates cost:

Fair Value LevelSeptember 30, 2021December 31, 2020
Cash and cash equivalents
Cash and time deposits$8,312$8,010
Available-for-sale debt securities
U.S. government and agencies21881,370
Corporate debt24,1003,476
Sovereign debt21,2382,051
Total available-for-sale debt securities – cash equivalents5,5266,897
Money market funds13,5275,085
Total cash and cash equivalents(a)$17,365$19,992
Marketable debt securities
U.S. government and agencies2$803$1,771
Corporate debt23,2123,630
Mortgage and asset-backed2566632
Sovereign debt21,9943,013
Total available-for-sale debt securities – marketable securities(b)$6,575$9,046
Restricted cash
Cash and cash equivalents$509$269
Money market funds13,7772,856
Total restricted cash$4,286$3,125
Available-for-sale debt securities included above with contractual maturities(c)
Due in one year or less$8,490
Due between one and five years3,009
Total available-for-sale debt securities with contractual maturities$11,499

(a)Includes $1.8 billion and $761 million in Cruise at September 30, 2021 and December 31, 2020.

(b)Includes $1.8 billion and $943 million in Cruise at September 30, 2021 and December 31, 2020.

(c)Excludes mortgage and asset-backed securities of $566 million at September 30, 2021 as these securities are not due at a single maturity date.

Proceeds from the sale of available-for-sale debt securities sold prior to maturity were $301 million and $476 million in the three months ended September 30, 2021 and 2020 and $1.4 billion in the nine months ended September 30, 2021 and 2020. Net unrealized gains and losses on available-for-sale debt securities were insignificant in the three and nine months ended September 30, 2021 and 2020. Cumulative unrealized gains and losses on available-for-sale debt securities were insignificant at September 30, 2021 and December 31, 2020.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total shown in the condensed consolidated statement of cash flows:

September 30, 2021
Cash and cash equivalents$17,365
Restricted cash included in Other current assets2,842
Restricted cash included in Other assets1,444
Total$21,651

Note 4. GM Financial Receivables and Transactions

September 30, 2021December 31, 2020
RetailCommercial(a)TotalRetailCommercial(a)Total
GM Financial receivables, net of fees$57,424$4,217$61,641$51,288$8,682$59,970
Less: allowance for loan losses(1,863)(40)(1,903)(1,915)(63)(1,978)
GM Financial receivables, net$55,561$4,177$59,738$49,373$8,619$57,992
Fair value of GM Financial receivables utilizing Level 2 inputs$4,177$8,619
Fair value of GM Financial receivables utilizing Level 3 inputs$57,330$51,645

(a)Net of dealer cash management balances of $909 million and $1.4 billion at September 30, 2021 and December 31, 2020. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Allowance for loan losses at beginning of period$1,850$2,111$1,978$944
Impact of adoption ASU 2016-13———801
Provision for loan losses14131174824
Charge-offs(207)(282)(664)(895)
Recoveries133136429383
Effect of foreign currency(14)7(14)(54)
Allowance for loan losses at end of period$1,903$2,003$1,903$2,003

The allowance for loan losses decreased by $100 million as of September 30, 2021 compared to September 30, 2020, 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 nine months ended September 30, 2021.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Retail Finance Receivables GM Financial's retail finance receivable portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated summaries of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the retail finance receivables portfolio at September 30, 2021 and December 31, 2020:

Year of OriginationSeptember 30, 2021
20212020201920182017PriorTotalPercent
Prime – FICO score 680 and greater$15,723$13,839$4,697$2,747$996$219$38,22166.5%
Near-prime – FICO score 620 to 6793,3212,6971,4177663421218,66415.1%
Sub-prime – FICO score less than 6203,4462,8422,0241,13269440110,53918.4%
Retail finance receivables, net of fees$22,490$19,378$8,138$4,645$2,032$741$57,424100.0%
Year of OriginationDecember 31, 2020
20202019201820172016PriorTotalPercent
Prime – FICO score 680 and greater$18,685$7,033$4,491$1,917$555$119$32,80064.0%
Near-prime – FICO score 620 to 6793,6952,0971,232603225837,93515.4%
Sub-prime – FICO score less than 6203,8032,9201,7401,17361030710,55320.6%
Retail finance receivables, net of fees$26,183$12,050$7,463$3,693$1,390$509$51,288100.0%

GM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, GM Financial generally has the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of $577 million and $714 million at September 30, 2021 and December 31, 2020. The following tables are consolidated summaries of the delinquency status of the outstanding amortized cost of retail finance receivables for each vintage of the portfolio at September 30, 2021 and December 31, 2020, as well as summary totals for September 30, 2020:

Year of OriginationSeptember 30, 2021September 30, 2020
20212020201920182017PriorTotalPercentTotalPercent
0-to-30 days$22,252$19,030$7,825$4,443$1,894$642$56,08697.7%$47,22197.0%
31-to-60 days174257231151103739891.7%1,0092.1%
Greater-than-60 days5781744732243150.5%4190.8%
Finance receivables more than 30 days delinquent231338305198135971,3042.2%1,4282.9%
In repossession7108432340.1%450.1%
Finance receivables more than 30 days delinquent or in repossession238348313202138991,3382.3%1,4733.0%
Retail finance receivables, net of fees$22,490$19,378$8,138$4,645$2,032$741$57,424100.0%$48,694100.0%

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Year of OriginationDecember 31, 2020
20202019201820172016PriorTotalPercent
0-to-30 days$25,894$11,591$7,131$3,454$1,249$421$49,74097.0%
31-to-60 days210325235170102611,1032.1%
Greater-than-60 days72123906437264120.8%
Finance receivables more than 30 days delinquent282448325234139871,5152.9%
In repossession7117521330.1%
Finance receivables more than 30 days delinquent or in repossession289459332239141881,5483.0%
Retail finance receivables, net of fees$26,183$12,050$7,463$3,693$1,390$509$51,288100.0%

The outstanding amortized cost of retail finance receivables that are considered troubled debt restructurings was $2.0 billion at September 30, 2021, including $214 million in nonaccrual loans.

Commercial Finance Receivables GM Financial's commercial finance receivables consist of dealer financings, primarily for inventory purchases. Proprietary models are used to assign a risk rating to each dealer. GM Financial performs periodic credit reviews of each dealership and adjusts the dealership's risk rating, if necessary. There were no commercial finance receivables on nonaccrual status at September 30, 2021.

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

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

Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets. The following tables summarize the credit risk profile by dealer risk rating of commercial finance receivables at September 30, 2021 and December 31, 2020:

Year of Origination(a)September 30, 2021
Revolving20212020201920182017PriorTotalPercent
I$2,958$285$417$125$34$62$13$3,89492.3%
II16821617—352115.0%
III55815226241122.7%
IV—————————%
Commercial finance receivables, net of fees$3,181$295$448$144$60$67$22$4,217100.0%

(a)Floorplan advances comprise 94% of the total revolving balance. Dealer term loans are presented by year of origination.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Year of Origination(a)December 31, 2020
Revolving20202019201820172016PriorTotalPercent
I$6,968$510$159$63$95$43$19$7,85790.5%
II4912182318345686.5%
III203—829211—2532.9%
IV——————440.1%
Commercial finance receivables, net of fees$7,662$512$185$94$100$72$57$8,682100.0%

(a)Floorplan advances comprise 97% of the total revolving balance. Dealer term loans are presented by year of origination.

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

September 30, 2021December 31, 2020
Condensed Consolidated Balance Sheets(a)
Commercial finance receivables, net due from GM consolidated dealers$184$398
Subvention receivable(b)$305$642
Commercial loan funding payable$17$23
Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Condensed Consolidated Statements of Income
Interest subvention earned on finance receivables$211$178$610$496
Leased vehicle subvention earned$670$749$2,095$2,319

(a)All balance sheet amounts are eliminated upon consolidation.

(b)Our Automotive segments made cash payments to GM Financial for subvention of $828 million and $943 million in the three months ended September 30, 2021 and 2020 and $2.9 billion and $3.0 billion in the nine months ended September 30, 2021 and 2020.

GM Financial's Board of Directors declared and paid dividends of $600 million and $1.8 billion on its common stock in the three and nine months ended September 30, 2021 and $800 million in the nine months ended September 30, 2020.

Note 5. Inventories

September 30, 2021December 31, 2020
Total productive material, supplies and work in process$10,055$5,117
Finished product, including service parts4,4795,118
Total inventories$14,534$10,235

Inventories at September 30, 2021 increased primarily due to certain vehicles being manufactured without final components as a result of the global semiconductor supply shortage.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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Note 6. Equipment on Operating Leases

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

September 30, 2021December 31, 2020
Equipment on operating leases$49,263$50,000
Less: accumulated depreciation(9,606)(10,181)
Equipment on operating leases, net$39,657$39,819

The estimated residual value of our leased assets at the end of the lease term was $29.6 billion and $29.2 billion at September 30, 2021 and December 31, 2020.

Depreciation expense related to Equipment on operating leases, net was $1.6 billion and $1.8 billion in the three months ended September 30, 2021 and 2020 and $4.8 billion and $5.5 billion in the nine months ended September 30, 2021 and 2020.

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

Year Ending December 31,
20212022202320242025ThereafterTotal
Lease receipts under operating leases$1,660$5,369$3,129$870$60$—$11,088

Note 7. Equity in Net Assets of Nonconsolidated Affiliates

Nonconsolidated affiliates are entities in which we maintain an equity ownership interest and for which we use the equity method of accounting due to our ability to exert significant influence over decisions relating to their operating and financial affairs. Revenue and expenses of our joint ventures are not consolidated into our financial statements; rather, our proportionate share of the earnings of each joint venture is reflected as Equity income.

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Automotive China equity income$270$262$854$264
Other joint ventures equity income5347161125
Total Equity income$323$309$1,015$389

There have been no significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, 2020.

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales$10,321$11,029$29,150$24,589
Automotive China JVs' net income$546$535$1,659$749

Dividends declared but not paid from our nonconsolidated affiliates were insignificant at September 30, 2021 and December 31, 2020. Dividends received from our nonconsolidated affiliates were $709 million in the nine months ended September 30, 2021 and $526 million in the nine months ended September 30, 2020. Undistributed earnings from our nonconsolidated affiliates were $1.9 billion at September 30, 2021 and $1.6 billion at December 31, 2020.

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Note 8. Variable Interest Entities

Consolidated VIEs

Automotive Financing – GM Financial

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

The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs:

September 30, 2021December 31, 2020
Restricted cash – current$2,184$2,190
Restricted cash – non-current$1,355$449
GM Financial receivables, net of fees – current$13,065$17,211
GM Financial receivables, net of fees – non-current$14,184$15,107
GM Financial equipment on operating leases, net$17,317$16,322
GM Financial short-term debt and current portion of long-term debt$17,641$20,450
GM Financial long-term debt$20,204$18,974

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

Nonconsolidated VIEs

Automotive

Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to ensure that our supply needs for production are met or are not disrupted. Our variable interests in these nonconsolidated VIEs include equity investments, accounts and loans receivable, committed financial support and other off-balance sheet arrangements. The carrying amounts of assets and liabilities related to our nonconsolidated VIEs were insignificant at September 30, 2021 and December 31, 2020. Our maximum exposure to loss as a result of our involvement with these VIEs was $2.2 billion and $1.2 billion, inclusive of $1.4 billion and $776 million in committed capital contributions to Ultium Cells LLC at September 30, 2021 and December 31, 2020. We currently lack the power through voting or similar rights to direct the activities of these entities that most significantly affect their economic performance.

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Note 9. Debt

Automotive The following table presents debt in our automotive operations:

September 30, 2021December 31, 2020
Carrying AmountFair ValueCarrying AmountFair Value
Secured debt$237$256$303$332
Unsecured debt16,29719,98416,92920,988
Finance lease liabilities314329237256
Total automotive debt(a)$16,848$20,569$17,469$21,576
Fair value utilizing Level 1 inputs$19,063$19,826
Fair value utilizing Level 2 inputs$1,506$1,750
Available under credit facility agreements(b)$17,207$18,222
Weighted-average interest rate on outstanding short-term debt(c)7.0%3.8%
Weighted-average interest rate on outstanding long-term debt(c)5.8%5.6%

(a)Includes net discount and debt issuance costs of $519 million and $540 million at September 30, 2021 and December 31, 2020.

(b)Excludes our 364-day, $2.0 billion facility allocated for exclusive use by GM Financial.

(c)Includes coupon rates on debt denominated in various foreign currencies and interest free loans.

Unsecured debt primarily consists of senior notes. In September 2021, we repaid $450 million of our floating rate senior unsecured debt upon maturity.

In April 2021, we increased the total borrowing capacity of our five-year, $10.5 billion facility to $11.2 billion and extended the termination date for a $9.9 billion portion of the five-year facility by three years, now set to mature on April 18, 2026. The termination date of April 18, 2023 for the remaining portion of the five-year facility remains unchanged. We also renewed and increased the total borrowing capacity of our three-year, $4.0 billion facility to $4.3 billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0 billion facility allocated for exclusive use by GM Financial, which now matures on April 6, 2022. We also terminated our 364-day, $2.0 billion revolving credit facility, entered into in May 2020. Additionally, the prior restrictions on share repurchases and dividends on our common shares were removed upon entrance into the renewed three-year, $4.3 billion facility.

GM Financial The following table presents debt of GM Financial:

September 30, 2021December 31, 2020
Carrying AmountFair ValueCarrying AmountFair Value
Secured debt$38,041$38,259$39,982$40,380
Unsecured debt54,06455,70552,44354,568
Total GM Financial debt$92,105$93,964$92,425$94,948
Fair value utilizing Level 2 inputs$92,351$92,922
Fair value utilizing Level 3 inputs$1,613$2,026

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 8 to our condensed consolidated financial statements for additional information on GM Financial's involvement with VIEs. In the nine months ended September 30, 2021, GM Financial renewed revolving credit facilities with total borrowing capacity of $21.9 billion and issued $19.3 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 0.73% and maturity dates ranging from 2022 to 2034.

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Unsecured debt consists of senior notes, credit facilities and other unsecured debt. In the nine months ended September 30, 2021, GM Financial issued $9.9 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 1.57% and maturity dates ranging from 2024 to 2031.

In September 2021, GM Financial redeemed $1.5 billion in aggregate principal amount of 5.2% senior notes due in 2023. The redemption resulted in a $105 million loss on the early extinguishment of debt. The loss is included in GM Financial interest, operating and other expenses.

In October 2021, GM Financial issued $2.3 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 1.63% and maturity dates ranging from 2024 to 2028.

Note 10. Derivative Financial Instruments

Automotive The following table presents the notional amounts of derivative financial instruments in our automotive operations:

Fair Value LevelSeptember 30, 2021December 31, 2020
Derivatives not designated as hedges(a)
Foreign currency2$3,867$2,195
Commodity21,328341
Stellantis warrants, formerly known as PSA warrants(b)24649
Total derivative financial instruments$5,241$2,585

(a)The fair value of these derivative instruments at September 30, 2021 and December 31, 2020 and the gains/losses included in our condensed consolidated income statements for the three and nine months ended September 30, 2021 and 2020 were insignificant, unless otherwise noted.

(b)As a result of the merger of Peugeot, S.A. (PSA Group) and Fiat Chrysler Automobiles N.V. on January 16, 2021, our 39.7 million warrants in Stellantis N.V. (Stellantis) will convert into 69.2 million common shares of Stellantis upon exercise. These warrants will continue to be governed by the same terms and conditions that were applicable prior to the merger. The fair value of these warrants, located in Other assets, was $1.4 billion and $1.1 billion at September 30, 2021 and December 31, 2020. We recorded a loss in Interest income and other non-operating income, net of $31 million and a gain of $76 million in the three months ended September 30, 2021 and 2020 and a gain of $333 million and a loss of $227 million in the nine months ended September 30, 2021 and 2020.

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.

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

Fair Value LevelSeptember 30, 2021December 31, 2020
NotionalFair Value of AssetsFair Value of LiabilitiesNotionalFair Value of AssetsFair Value of Liabilities
Derivatives designated as hedges(a)
Fair value hedges
Interest rate swaps2$19,308$347$90$10,064$463$13
Foreign currency swaps2695—461,9581289
Cash flow hedges
Interest rate swaps2711810921—27
Foreign currency swaps27,5151151785,62627847
Derivatives not designated as hedges(a)
Interest rate contracts2106,109624342110,997954576
Total derivative financial instruments(b)$134,338$1,094$666$129,566$1,823$672

(a)The gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three and nine months ended September 30, 2021 and 2020 were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.

(b)GM Financial held $460 million and $728 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at September 30, 2021 and December 31, 2020.

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

The following amounts were recorded in the condensed consolidated balance sheets related to items designated and qualifying as hedged items in fair value hedging relationships:

September 30, 2021December 31, 2020
Carrying Amount of Hedged ItemsCumulative Amount of Fair Value Hedging Adjustments(a)Carrying Amount of Hedged ItemsCumulative Amount of Fair Value Hedging Adjustments(a)
Short-term unsecured debt$1,848$(11)$4,858$(69)
Long-term unsecured debt22,685(285)18,457(670)
GM Financial unsecured debt$24,533$(296)$23,315$(739)

(a)Includes $245 million and $200 million of unamortized gains remaining on hedged items for which hedge accounting has been discontinued at September 30, 2021 and December 31, 2020.

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Note 11. Accrued and Other Liabilities

September 30, 2021December 31, 2020
Accrued liabilities
Dealer and customer allowances, claims and discounts$2,805$7,300
Deferred revenue2,5313,132
Product warranty and related liabilities3,5063,048
Payrolls and employee benefits excluding postemployment benefits2,2171,864
Other7,4257,725
Total accrued liabilities$18,484$23,069
Other liabilities
Deferred revenue$3,082$2,715
Product warranty and related liabilities6,5585,193
Operating lease liabilities975969
Employee benefits excluding postemployment benefits799822
Postemployment benefits including facility idling reserves772739
Other3,0323,009
Total other liabilities$15,218$13,447
Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Product Warranty and Related Liabilities
Warranty balance at beginning of period$9,180$7,040$8,242$7,798
Warranties issued and assumed in period – recall campaigns1,2372492,686407
Warranties issued and assumed in period – product warranty3455231,2501,241
Payments(756)(727)(2,275)(2,260)
Adjustments to pre-existing warranties865317833
Effect of foreign currency and other(28)17(17)(64)
Warranty balance at end of period$10,064$7,155$10,064$7,155

In the nine months ended September 30, 2021, we recorded warranty recall campaign accruals of $2.7 billion, of which $2.0 billion relates to the Chevrolet Bolt recall. In addition, we reached an agreement with LG Electronics, Inc. (LG) under which LG will reimburse GM for costs and expenses associated with the recall, which substantially offsets the warranty charges we recognized in connection with the recall. Refer to Note 13 to our condensed consolidated financial statements for more details on the Chevrolet Bolt recall and associated supplier recovery. We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at September 30, 2021.

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Note 12. Pensions and Other Postretirement Benefits

Three Months Ended September 30, 2021Three Months Ended September 30, 2020
Pension BenefitsGlobal OPEB PlansPension BenefitsGlobal OPEB Plans
U.S.Non-U.S.U.S.Non-U.S.
Service cost$65$35$4$63$41$5
Interest cost26960314299243
Expected return on plan assets(796)(154)—(816)(174)—
Amortization of prior service cost (credit)—1(2)(1)2(1)
Amortization of net actuarial losses7532544418
Curtailments, settlements and other————15—
Net periodic pension and OPEB (income) expense$(455)$(5)$58$(321)$20$65
Nine Months Ended September 30, 2021Nine Months Ended September 30, 2020
Pension BenefitsGlobal OPEB PlansPension BenefitsGlobal OPEB Plans
U.S.Non-U.S.U.S.Non-U.S.
Service cost$196$105$13$188$107$14
Interest cost806180931,287271130
Expected return on plan assets(2,385)(464)—(2,449)(507)—
Amortization of prior service cost (credit)(2)4(5)(3)5(5)
Amortization of net actuarial losses20161731212655
Curtailments, settlements and other————15—
Net periodic pension and OPEB (income) expense$(1,365)$(14)$174$(965)$17$194

The non-service cost components of net periodic pension and other postretirement benefits (OPEB) income of $484 million and $322 million in the three months ended September 30, 2021 and 2020 and $1.5 billion and $996 million in the nine months ended September 30, 2021 and 2020 are presented in Interest income and other non-operating income, net.

Note 13. Commitments and Contingencies

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. We identify below the material individual proceedings and investigations where we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At September 30, 2021 and December 31, 2020, we had accruals of $1.1 billion and $1.2 billion in Accrued liabilities and Other liabilities. In many matters, it is inherently difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss. Accordingly, adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

GM Korea Wage Litigation GM Korea Company (GM Korea) is party to litigation with current and former salaried employees over whether to include fixed bonuses in the calculation of Ordinary Wages due under Korean regulations. In 2017, the Seoul High Court (an intermediate-level appellate court) held that certain workers are not barred from filing retroactive wage claims. GM Korea appealed this ruling to the Supreme Court of the Republic of Korea (Korea Supreme Court). In June 2021, the Korea Supreme Court affirmed the adverse rulings of the Seoul High Court. Accordingly, as of September 30, 2021, our total accrual relating to this matter was $110 million and it was recorded in Automotive and other selling, general and administrative expense. We estimate our reasonably possible loss in excess of amounts accrued to be insignificant at September 30, 2021.

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

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subcontract workers as full-time employees. GM Korea appealed the May 2018 and September 2020 orders. In June 2020, the Seoul High Court ruled against GM Korea in one of the subcontract worker claims. GM Korea has appealed this decision to the Korea Supreme Court. At September 30, 2021, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was approximately $267 million. We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately $111 million at September 30, 2021. We are currently unable to estimate any possible loss or range of loss that may result from additional claims that may be asserted by former subcontract workers.

GM Brazil Indirect Tax Claim In 2019, the Superior Court of Brazil rendered favorable decisions on three cases brought by GM Brazil that granted the Company the right to recover certain tax overpayments collected by the government. As a result, GM Brazil recorded pre-tax recoveries of $1.4 billion in the year ended December 31, 2019. GM Brazil is currently realizing those recoveries as there are federal tax liabilities eligible for offset. On August 12, 2021, the Brazilian Supreme Court published its final decision on a Motion of Clarification filed by the Brazilian IRS in a related case that confirmed GM Brazil's right to recover the tax overpayments retroactively. We expect third parties will file claims asserting entitlement to some or all of the tax recoveries recognized by GM Brazil, and GM intends to defend against any such claims.

Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings are pending against us or our related companies or joint ventures, including matters arising out of alleged product defects; employment-related matters; product and workplace safety, vehicle emissions and fuel economy regulations; product warranties; financial services; dealer, supplier and other contractual relationships; government regulations relating to competition issues; tax-related matters not subject to the provision of Accounting Standards Codification 740, "Income Taxes" (indirect tax-related matters); product design, manufacture and performance; consumer protection laws; and environmental protection laws, including laws regulating air emissions, water discharges, waste management and environmental remediation from stationary sources.

There are several putative class actions pending against GM in federal courts in the U.S. and in the Provincial Courts in Canada alleging that various vehicles sold, including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and foreign emission standards. We are unable to estimate any reasonably possible loss or range of loss that may result from these actions. GM has also faced a series of additional lawsuits in the U.S. based on these allegations, including putative shareholder class actions claiming violations of federal securities law and a shareholder demand lawsuit. The securities lawsuits have been voluntarily dismissed by the plaintiffs in those actions.

We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. It is possible that the resolution of one or more of these matters could exceed the amounts accrued in an amount that could be material to our results of operations. We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives of U.S. federal, state and foreign governments on a variety of issues.

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of security. Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at September 30, 2021. We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. For indirect tax-related matters we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately $850 million at September 30, 2021.

Takata Matters In November 2020, the National Highway Traffic Safety Administration (NHTSA) directed that we replace the airbag inflators in our GMT900 vehicles, which are full-size pickup trucks and sport utility vehicles (SUVs), and we decided not to contest NHTSA's decision. While we have already begun the process of executing the recall, given the number of vehicles in this population, the recall will take several years to be completed. Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of $1.1 billion for the expected costs of complying with the recall remedy, and we believe the currently accrued amount remains reasonable.

GM has recalled certain vehicles sold outside of the U.S. to replace Takata inflators in those vehicles. There are significant differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We

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continue to gather and analyze evidence about these inflators and to share our findings with regulators. Any additional recalls relating to these inflators could be material to our results of operations and cash flows.

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

Chevrolet Bolt Recall In July 2021, we initiated a voluntary recall for certain 2017-2019 model year Chevrolet Bolt EVs due to the risk that two manufacturing defects present in the same battery cell could cause a high voltage battery fire in certain of these vehicles. Accordingly, in the three months ended June 30, 2021, we recorded a warranty accrual of $812 million. After further investigation into the manufacturing processes at our battery supplier, LG, and disassembling battery packs, we determined that the risk of battery cell defects was not confined to the initial recall population. As a result, in August 2021, we expanded the recall to include all 2017-2022 model year Chevrolet Bolt EV and EUVs and recorded an additional $1.2 billion in the three months ended September 30, 2021. In October 2021, we reached an agreement with LG, under which LG will reimburse GM for costs and expenses associated with the recall. As a result, in the three months ended September 30, 2021, we recognized a receivable of $1.9 billion, which substantially offsets the warranty charges we recognized in connection with the recall. These charges reflect our current best estimate for the cost of the recall remedy. The actual costs of the recall and GM's associated recovery from LG could be higher or lower. For 2017-2019 model year vehicles, the recall remedy will be to replace the high voltage battery modules in these vehicles with new modules. For 2020-2022 model year vehicles, the recall remedy will be to replace any defective high voltage battery modules in these vehicles with new modules.

In addition, putative class actions have been filed against GM in federal courts in the U.S. and in the Provincial Courts in Canada alleging that the batteries contained in the Bolt EVs included in the recall population are defective. At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of possible loss.

Opel/Vauxhall Sale In 2017, we sold the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to PSA Group (now Stellantis) under a Master Agreement (the Agreement). We also sold the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Although the sale reduced our new vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale. Our wholly owned subsidiary (the Seller) agreed to indemnify Stellantis for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities, including certain emissions and product liabilities. Currently, various consumer lawsuits have been filed against the Seller and Stellantis in Germany, the United Kingdom, and the Netherlands alleging that Opel and Vauxhall vehicles sold by the Seller violated foreign emissions standards. We are unable to estimate any reasonably possible loss or range of loss that may result from these actions either directly or through an indemnification claim from Stellantis. The Company entered into a guarantee for the benefit of Stellantis and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify Stellantis. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Product Liability We recorded liabilities of $620 million and $589 million in Accrued liabilities and Other liabilities at September 30, 2021 and December 31, 2020 for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. We believe that any judgment against us involving our products for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage.

Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures. These guarantees terminate in years ranging from 2021 to 2026 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately covered by our recorded accruals, which are insignificant. The maximum future undiscounted payments mainly based on vehicles sold to date were $3.4 billion and $3.1 billion for these guarantees at September 30, 2021 and December 31, 2020, the majority of which relates to the indemnification agreements.

We provide payment guarantees on commercial loans outstanding with third parties such as dealers. In some instances, certain assets of the party or our payables to the party whose debt or performance we have guaranteed may offset, to some

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degree, the amount of any potential future payments. We are also exposed to residual value guarantees associated with certain sales to rental car companies.

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

Note 14. Income Taxes

For interim income tax reporting, we estimate our annual effective tax rate and apply it to our year-to-date ordinary income (loss). Tax jurisdictions with a projected or year-to-date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

In the three months ended September 30, 2021, Income tax expense of $152 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation, partially offset by tax benefit related to a deduction for an investment in a subsidiary. In the three months ended September 30, 2020, Income tax expense of $887 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation.

In the nine months ended September 30, 2021, Income tax expense of $2.3 billion was primarily due to tax expense attributable to entities included in our effective tax rate calculation and the establishment of a valuation allowance against Cruise deferred tax assets, partially offset by tax benefit related to a deduction for an investment in a subsidiary. In the nine months ended September 30, 2020, Income tax expense of $1.1 billion was primarily due to tax expense attributable to entities included in our effective tax rate calculation and the establishment of a valuation allowance against deferred tax assets.

In the nine months ended September 30, 2021, Cruise issued new preferred shares to investors. As a result of the issuance in January 2021, Cruise fell below the ownership threshold required for inclusion in our U.S. consolidated income tax returns, and we established a valuation allowance of $316 million against deferred tax assets. Refer to Note 16 to our condensed consolidated financial statements for additional information regarding the Cruise preferred stock issuance.

At September 30, 2021, we had $21.5 billion of net deferred tax assets consisting of net operating losses and income tax credits, capitalized research expenditures and other timing differences that are available to offset future income tax liabilities, partially offset by valuation allowances.

Note 15. Restructuring and Other Initiatives

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Balance at beginning of period$303$480$352$564
Additions, interest accretion and other15780215334
Payments(62)(185)(170)(523)
Revisions to estimates and effect of foreign currency(3)(32)(2)(32)
Balance at end of period$395$343$395$343

In the three and nine months ended September 30, 2020, restructuring and other initiatives primarily included actions in GMI related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand and the execution of definitive agreements to sell our vehicle and powertrain manufacturing facilities in Thailand. We recorded charges of $76 million in the three months ended September 30, 2020, primarily for supplier claims. We recorded charges of $657 million in the nine months ended September 30, 2020, primarily consisting of $367 million in property and intangible asset impairments, inventory provisions, sales allowances and other charges, not reflected in the table above, and $290 million in dealer restructurings and employee separation charges, which are reflected in the table above. These programs, including the execution of a binding term sheet to sell our manufacturing facility in India, had a total cost since inception of $689 million. We also recorded a $236 million charge to Income tax expense due to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand in the nine months ended September 30, 2020. We incurred $222 million in net cash outflows in the nine months ended September 30, 2020 and $254 million in net cash outflows since program inception resulting from these restructuring actions, primarily for dealer restructuring payments and employee separation payments, which includes proceeds of $143 million from the sale of our manufacturing facilities in Thailand.

Note 16. Stockholders' Equity and Noncontrolling Interests

We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. We had no shares of preferred stock issued and outstanding at September 30, 2021 and December 31, 2020. We had 1.5 billion and 1.4 billion shares of common stock issued and outstanding at September 30, 2021 and December 31, 2020.

Cruise Preferred Shares In the nine months ended September 30, 2021, GM Cruise Holdings LLC (Cruise Holdings) issued $2.7 billion of Class G Preferred Shares (Cruise Class G Preferred Shares) to Microsoft Corporation (Microsoft), Walmart Inc. (Walmart) and other investors, including $1.0 billion to General Motors Holdings LLC. All proceeds related to the Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings. In addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared. Each Cruise Class G Preferred Share is entitled to one vote per Cruise Class G Preferred Share on all matters submitted for vote by or consent of the Cruise Holdings members. The holders of Cruise Class G Preferred Shares are restricted from transferring the Cruise Class G Preferred Shares for four years, without the written consent of both us and Cruise Holdings' Board of Directors. The Cruise Class G Preferred Shares convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios. No covenants or other events of default exist that can trigger redemption of the Cruise Class G Preferred Shares. The Cruise Class G Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling interests in our condensed consolidated financial statements.

Consistent with the Cruise Class G Preferred Shares, the Class A-1 Preferred Shares issued to SoftBank in 2018 (Cruise Class A-1 Preferred Shares) and Cruise Class F Preferred Shares convert into the class of shares to be issued to the public in an IPO at specified exchange ratios. Beginning on June 28, 2025, SoftBank has the option to convert all of the Cruise Class A-1 Preferred Shares into our common stock at a conversion ratio that is indexed to the fair value of Cruise Holdings at the time of conversion. In the event SoftBank exercises such option, we have the option to settle the conversion feature with our common shares or cash, and in certain situations with nonredeemable, nonconvertible preferred shares. The Cruise Class A-1 Preferred

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Shares and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation, or dissolution of Cruise Holdings.

GM Financial Preferred Stock In September 2020, GM Financial issued $500 million of Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series C, $0.01 par value, with a liquidation preference of $1,000 per share. The preferred stock is classified as noncontrolling interests in our condensed consolidated financial statements.

The following table summarizes the significant components of Accumulated other comprehensive loss:

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Foreign Currency Translation Adjustments
Balance at beginning of period$(2,445)$(3,192)$(2,735)$(2,277)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)(202)4988(866)
Balance at end of period$(2,647)$(3,143)$(2,647)$(3,143)
Defined Benefit Plans
Balance at beginning of period$(10,466)$(8,579)$(10,654)$(8,857)
Other comprehensive income (loss) before reclassification adjustment, net of tax(b)123(177)161(11)
Reclassification adjustment, net of tax(b)7462224174
Other comprehensive income (loss), net of tax(b)197(115)385163
Balance at end of period(c)$(10,269)$(8,694)$(10,269)$(8,694)

(a)The noncontrolling interests and reclassification adjustment were insignificant in the three and nine months ended September 30, 2021 and 2020.

(b)The income tax effect was insignificant in the three and nine months ended September 30, 2021 and 2020.

(c)Primarily consists of unamortized actuarial loss on our defined benefit plans. Refer to Note 2. Significant Accounting Policies of our 2020 Form 10-K for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 17. Earnings Per Share

Three Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020
Basic earnings per share
Net income attributable to stockholders$2,420$4,045$8,278$3,581
Less: cumulative dividends on subsidiary preferred stock(45)(40)(137)(135)
Net income attributable to common stockholders$2,375$4,005$8,141$3,446
Weighted-average common shares outstanding1,4521,4321,4501,432
Basic earnings per common share$1.64$2.80$5.61$2.41
Diluted earnings per share
Net income attributable to common stockholders – diluted$2,375$4,005$8,141$3,446
Weighted-average common shares outstanding – basic1,4521,4321,4501,432
Dilutive effect of awards under stock incentive plans157177
Weighted-average common shares outstanding – diluted1,4671,4391,4671,439
Diluted earnings per common share$1.62$2.78$5.55$2.40
Potentially dilutive securities(a)231231

(a)Potentially dilutive securities attributable to outstanding stock options and Restricted Stock Units (RSUs) at September 30, 2021 and 2020 were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.

Note 18. Segment Reporting

We analyze the results of our business through the following reportable segments: GMNA, GMI, Cruise and GM Financial. The chief operating decision maker evaluates the operating results and performance of our automotive segments and Cruise through earnings before interest and income taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating decision maker evaluates GM Financial through earnings before income taxes (EBT)-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our strategic initiatives. While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and contribute towards meeting required fuel efficiency standards. As a result of these and other factors, we do not manage our business on an individual brand or vehicle basis.

Substantially all of the trucks, crossovers, cars and automobile parts produced are marketed through retail dealers in North America and through distributors and dealers outside of North America, the substantial majority of which are independently owned. In addition to the products sold to dealers for consumer retail sales, trucks, crossovers and cars are also sold to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Fleet sales are completed through the dealer network and in some cases directly with fleet customers. Retail and fleet customers can obtain a wide range of after-sale vehicle services and products through the dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.

GMNA meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. GMI primarily meets the demands of customers outside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily China, with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet and Wuling brands. We provide automotive financing services through GM Financial. Cruise is our global segment responsible for the development and commercialization of autonomous vehicle technology, and includes autonomous vehicle-related engineering and other costs.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Our automotive interest income and interest expense, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures and certain nonsegment-specific revenues and expenses are recorded centrally in Corporate. Corporate assets primarily consist of cash and cash equivalents, marketable debt securities, Stellantis warrants and intercompany balances. Retained net underfunded pension liabilities related to the European Business are also recorded in Corporate. All intersegment balances and transactions have been eliminated in consolidation.

The following tables summarize key financial information by segment:

At and For the Three Months Ended September 30, 2021
GMNAGMICorporateEliminationsTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Net sales and revenue$20,554$2,843$27$23,424$26$3,354$(25)$26,779
Earnings (loss) before interest and taxes-adjusted$2,125$229$(242)$2,112$(286)$1,093$3$2,922
Adjustments(a)$(158)$—$—$(158)$—$—$—(158)
Automotive interest income38
Automotive interest expense(230)
Net (loss) attributable to noncontrolling interests(34)
Income before income taxes2,538
Income tax expense(152)
Net income2,386
Net loss attributable to noncontrolling interests34
Net income attributable to stockholders$2,420
Equity in net assets of nonconsolidated affiliates$585$7,000$—$—$7,585$—$1,649$—$9,234
Goodwill and intangibles$2,267$780$—$—$3,047$739$1,340$—$5,126
Total assets$114,012$21,953$31,907$(46,752)$121,120$4,912$113,741$(1,216)$238,557
Depreciation and amortization$1,370$138$6$—$1,514$13$1,554$—$3,081
Equity income$1$269$—$—$270$—$53$—$323

(a) Consists of charges related to Cadillac dealer strategy in GMNA.

At and For the Three Months Ended September 30, 2020
GMNAGMICorporateEliminationsTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Net sales and revenue$29,128$2,735$203$32,066$26$3,421$(33)$35,480
Earnings (loss) before interest and taxes-adjusted$4,366$10$(87)$4,289$(204)$1,207$(8)$5,284
Adjustments(a)$—$(76)$—$(76)$—$—$—(76)
Automotive interest income51
Automotive interest expense(327)
Net (loss) attributable to noncontrolling interests(27)
Income before income taxes4,905
Income tax expense(887)
Net income4,018
Net loss attributable to noncontrolling interests27
Net income attributable to stockholders$4,045
Equity in net assets of nonconsolidated affiliates$187$6,374$—$—$6,561$—$1,485$—$8,046
Goodwill and intangibles$2,372$811$1$—$3,184$724$1,337$—$5,245
Total assets$111,426$22,365$45,059$(50,609)$128,241$3,815$108,926$(1,311)$239,671
Depreciation and amortization$1,182$146$5$—$1,333$11$1,814$—$3,158
Impairment charges$—$4$—$—$4$—$—$—$4
Equity income$4$259$—$—$263$—$46$—$309

(a)Consists of restructuring and other charges primarily in Thailand.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

At and For the Nine Months Ended September 30, 2021
GMNAGMICorporateEliminationsTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Net sales and revenue$74,443$8,721$67$83,231$81$10,187$(79)$93,420
Earnings (loss) before interest and taxes-adjusted$8,153$552$(250)$8,455$(847)$3,856$(8)$11,456
Adjustments(a)$(175)$(82)$—$(257)$—$—$—(257)
Automotive interest income102
Automotive interest expense(723)
Net (loss) attributable to noncontrolling interests(99)
Income before income taxes10,479
Income tax expense(2,300)
Net income8,179
Net loss attributable to noncontrolling interests99
Net income attributable to stockholders$8,278
Depreciation and amortization$3,849$407$16$—$4,272$37$4,801$—$9,110
Impairment charges$—$—$—$—$—$4$—$—$4
Equity income$8$850$—$—$858$—$157$—$1,015

(a) Consists of charges related to Cadillac dealer strategy in GMNA and an adjustment related to unique events associated with recent Korea Supreme Court decisions

related to our salaried workers in GMI.

At and For the Nine Months Ended September 30, 2020
GMNAGMICorporateEliminationsTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Net sales and revenue$66,563$7,692$321$74,576$79$10,405$(93)$84,967
Earnings (loss) before interest and taxes-adjusted$6,459$(811)$(680)$4,968$(627)$1,663$(6)$5,998
Adjustments(a)$—$(657)$—$(657)$—$—$—(657)
Automotive interest income195
Automotive interest expense(823)
Net (loss) attributable to noncontrolling interests(57)
Income before income taxes4,656
Income tax expense(1,132)
Net income3,524
Net loss attributable to noncontrolling interests57
Net income attributable to stockholders$3,581
Depreciation and amortization$3,536$461$20$—$4,017$30$5,567$—$9,614
Impairment charges$20$101$—$—$121$—$—$—$121
Equity income$15$261$—$—$276$—$113$—$389

(a)Consists of restructuring and other charges in Australia, Thailand and New Zealand.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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