Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, and the audited consolidated financial statements and notes thereto included in our 2023 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and Part 1, Item 1A. Risk Factors of our 2023 Form 10-K for a discussion of these risks and uncertainties. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion. We will adapt to customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, AVs, software-enabled services and other new business opportunities. To support strong margins and cash flow during this transition, we are strengthening our market position in profitable internal combustion engine (ICE) vehicles, such as trucks and SUVs. We plan to execute our strategy with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.

Our financial performance continues to be driven by the strength of our vehicle portfolio including high margin full-size pickup trucks and SUVs, strong consumer demand for our products and the execution of our core business strategy. We remain focused on reducing fixed costs and maintaining pricing discipline. We are monitoring industry pricing pressures, higher interest rates, inflation and consumer demand trends. We continue to prioritize driving down costs and building scale in our EV portfolio to improve profitability. Cruise has also resumed certain on-road operations with a focused and more capital efficient operating plan.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results. Refer to the Consolidated Results and regional sections of this MD&A for additional information.

We face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors in our 2023 Form 10-K for a discussion of these challenges.

For the year ending December 31, 2024, we expect Net income attributable to stockholders of between $10.0 billion and $11.4 billion, EBIT-adjusted of between $13.0 billion and $15.0 billion, EPS-diluted of between $8.93 and $9.93 and EPS-diluted-adjusted of between $9.50 and $10.50. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

The following table reconciles expected Net income attributable to stockholders under U.S. GAAP to expected EBIT-adjusted (dollars in billions):

Year Ending December 31, 2024
Net income attributable to stockholders$ 10.0-11.4
Income tax expense2.2-2.8
Automotive interest income, net(0.1)
Adjustments(a)0.9
EBIT-adjusted$ 13.0-15.0

(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within the MD&A for adjustment details. These expected financial results do not include the potential impact of future adjustments related to special items.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles expected EPS-diluted under U.S. GAAP to expected EPS-diluted-adjusted:

Year Ending December 31, 2024
Diluted earnings per common share$ 8.93-9.93
Adjustments(a)0.57
EPS-diluted-adjusted$ 9.50-10.50

(a)Refer to the reconciliation of diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted within the MD&A for adjustment details. These expected financial results do not include the potential impact of future adjustments related to special items.

GMNA Industry sales in North America were 9.9 million units in the six months ended June 30, 2024, representing an increase of 3.4% compared to the corresponding period in 2023. U.S. industry sales were 8.0 million units in the six months ended June 30, 2024, representing an increase of 1.7% compared to the corresponding period in 2023.

Our total vehicle sales in the U.S., our largest market in North America, were 1.3 million units for market share of 16.0% in the six months ended June 30, 2024, representing a decrease of 0.3 percentage points compared to the corresponding period in 2023.

We expect to sustain relatively strong EBIT-adjusted margins in 2024 on the continued strength of our product portfolio, improved EV margins and ongoing fixed cost reduction efforts, partially offset by pricing moderation with increased incentives. While we expect EV margins to improve in 2024, it is possible that we will continue to recognize losses to adjust inventory to net realizable value. Our outlook is dependent on the resiliency of the U.S. economy, continuing improvement of supply chain availability, EV-related cost reduction and overall economic conditions.

GMI Industry sales in China were 11.5 million units in the six months ended June 30, 2024, representing an increase of 2.4% compared to the corresponding period in 2023. Our total vehicle sales in China were 0.8 million units for market share of 7.1% in the six months ended June 30, 2024, representing a decrease of 1.7 percentage points compared to the corresponding period in 2023. Our Automotive China JVs generated an equity loss of $0.2 billion in the six months ended June 30, 2024, driven primarily by a decline in wholesale volumes amid intense competition in a market with significant excess capacity from both new market entrants and established competitors offering vehicles at lower prices. This intense price competition and an increasingly challenging regulatory environment related to emissions, fuel consumption and new energy vehicles continue to negatively impact the profitability of our operations in China. Additionally, independent, Chinese automakers are expanding market share and prioritizing production volumes over profitability, with the ability to produce vehicles at costs well below foreign automakers, including our Automotive China JVs. These factors are impacting our China JVs’ ability to grow vehicle sales in China and our ability to generate sustainable equity income from our China JVs. As a result, we are working closely with our JV partners to restructure our operations in China and we believe we have an increased likelihood of recording future charges, which could be material, if losses continue in the near term.

Outside of China, industry sales were 12.4 million units in the six months ended June 30, 2024, representing a decrease of 1.0% compared to the corresponding period in 2023. Our total vehicle sales outside of China were 0.4 million units for market share of 3.5% in the six months ended June 30, 2024, representing a decrease of 0.3 percentage points compared to the corresponding period in 2023.

Cruise Cruise Holdings, our majority-owned subsidiary, is pursuing the development and commercialization of AV technology. In April 2024, Cruise AVs returned to public roads for manual driving operations following a voluntary pause that resulted from an October 2023 accident. Subsequently, Cruise resumed supervised operations and expanded to additional cities. Currently, Cruise is operating supervised and manual driving in Phoenix, Arizona; Dallas, Texas; and Houston, Texas. We expect Cruise to return to driverless operations and commercial AV operations based on safety and other criteria but we have not yet determined the timing of such return.

Cruise continues to develop its next generation technology for deployment of AVs to be used in future scaling of a robotaxi business. Cruise now expects to deploy this technology in a vehicle based on the next generation Chevrolet Bolt EUV, which we expect to result in a lower cost per vehicle solution while also reducing regulatory uncertainty that surrounded the Cruise Origin. As a result, in the three months ended June 30, 2024, Cruise indefinitely delayed development work on the Origin and recorded restructuring charges of $0.6 billion primarily related to non-cash write-offs of Origin assets. Refer to Note 15 to our condensed consolidated financial statements for additional information related to Cruise's restructuring actions.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

We also continue to engage with certain federal and state agencies, including the California Department of Motor Vehicles, the California Public Utilities Commission, NHTSA, the U.S. Department of Justice and the SEC, who have opened investigations or made inquiries to us and Cruise in connection with the October 2023 incident and are actively cooperating with all government regulators and agencies in connection with these matters. Refer to Part I, Item 1A. Risk Factors of our 2023 Form 10-K for a further discussion of the risks associated with our AV strategy.

Vehicle Sales The principal factors that determine consumer vehicle preferences in the markets in which we operate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy or range and functionality. Market leadership in individual countries in which we compete varies widely.

We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors as well as sales to the U.S. government and excludes vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the six months ended June 30, 2024, 26.6% 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):

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
GMNA90386.6%83385.0%1,69587.4%1,55684.4%
GMI14013.4%14715.0%24312.6%28815.6%
Total1,043100.0%979100.0%1,938100.0%1,844100.0%

Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers who purchase new vehicles from dealers or distributors); (2) fleet sales (i.e., sales to large and small businesses, governments and daily rental car companies); and (3) certain vehicles used by dealers in their business. Total vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on our percentage ownership interest in the joint venture. Certain joint venture agreements in China allow for the contractual right to report vehicle sales of non-GM trademarked vehicles by those joint ventures, which are included in the total vehicle sales we report for China. While total vehicle sales data does not correlate directly to the revenue we recognize during a particular period, we believe it is indicative of the underlying demand for our vehicles. Total vehicle sales data represents management's good faith estimate based on sales reported by our dealers, distributors and joint ventures; commercially available data sources such as registration and insurance data; and internal estimates and forecasts when other data is not available.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
IndustryGMMarket ShareIndustryGMMarket ShareIndustryGMMarket ShareIndustryGMMarket Share
North America
United States4,19569616.6%4,22769216.4%8,0481,29016.0%7,9091,29516.4%
Other1,00713113.0%92111312.3%1,89824613.0%1,71421712.6%
Total North America5,20282715.9%5,14880515.6%9,9461,53715.5%9,6231,51215.7%
Asia/Pacific, Middle East and Africa
China(a)5,8703736.4%6,1495268.6%11,5258147.1%11,2519888.8%
Other5,1071212.4%5,2361432.7%10,6452332.2%10,8152512.3%
Total Asia/Pacific, Middle East and Africa10,9774934.5%11,3846695.9%22,1701,0474.7%22,0671,2395.6%
South America
Brazil6298413.4%5267814.7%1,14314112.3%99814914.9%
Other317278.5%344318.9%626548.7%726659.0%
Total South America94611111.7%87010812.4%1,76919511.0%1,72421412.4%
Total in GM markets17,1251,4328.4%17,4031,5839.1%33,8852,7798.2%33,4142,9658.9%
Total Europe4,3531—%4,3141—%8,7211—%8,4021—%
Total Worldwide(b)21,4771,4326.7%21,7171,5837.3%42,6062,7806.5%41,8162,9667.1%
United States
Cars780536.8%835688.1%1,4891036.9%1,5421288.3%
Trucks1,12635931.9%1,13234230.2%2,06265031.5%2,12863930.0%
Crossovers2,29028412.4%2,26028312.5%4,49653812.0%4,23952812.5%
Total United States4,19569616.6%4,22769216.4%8,0481,29016.0%7,9091,29516.4%
China(a)
SGMS120240275413
SGMW253286539576
Total China5,8703736.4%6,1495268.6%11,5258147.1%11,2519888.8%

(a)Includes sales by the Automotive China JVs: SAIC General Motors Sales Co., Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW).

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

As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles. Certain fleet transactions, particularly sales to daily rental car companies, are generally less profitable than retail sales to end customers. The following table summarizes estimated fleet sales and those sales as a percentage of total vehicle sales (vehicles in thousands):

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
GMNA179196320373
GMI98118166208
Total fleet sales277314486581
Fleet sales as a percentage of total vehicle sales19.3%19.8%17.5%19.6%

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM Financial We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales throughout various economic cycles. GM Financial's penetration of our retail sales in the U.S. was 39% in the six months ended June 30, 2024 and 44% in the corresponding period in 2023. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in North America decreased to 79% in the six months ended June 30, 2024 from 82% in the corresponding period in 2023. In the six months ended June 30, 2024, GM Financial's revenue consisted of leased vehicle income of 47%, retail finance charge income of 39% and commercial finance charge income of 8%.

GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices. Gains on terminations of leased vehicles of $0.2 billion and $0.4 billion were included in GM Financial interest, operating and other expenses for the three and six months ended June 30, 2024 and 2023. The following table summarizes the estimated residual value based on GM Financial's most recent estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):

June 30, 2024December 31, 2023
Residual ValueUnitsPercentageResidual ValueUnitsPercentage
Crossovers$12,59862267.3%$12,83064867.5%
Trucks7,09021423.2%6,79321021.9%
SUVs2,128535.8%2,304586.0%
Cars620343.7%734444.6%
Total$22,436924100.0%$22,661960100.0%

Consolidated Results We review changes in our results of operations under five categories: Volume, Mix, Price, Cost and Other. Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market share and changes in dealer stock levels. Mix measures the impact of changes to the regional portfolio due to product, model, trim, country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related to Manufacturer’s Suggested Retail Price and various sales allowances. Cost primarily includes: (1) material and freight; (2) manufacturing, engineering, advertising, administrative and selling and warranty expense; and (3) non-vehicle related activity. Other primarily includes foreign exchange and non-vehicle related automotive revenues as well as equity income or loss from our nonconsolidated affiliates. Refer to the regional sections of this MD&A for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Total Net Sales and Revenue

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
June 30, 2024June 30, 2023VolumeMixPriceOther
(Dollars in billions)
GMNA$40,725$37,220$3,5059.4%$2.9$0.4$0.3$(0.1)
GMI3,2983,955(657)(16.6)%$(0.2)$(0.3)$—$(0.3)
Corporate3779(42)(53.2)%$—$—
Automotive44,06041,2542,8066.8%$2.7$0.2$0.3$(0.4)
Cruise2526(1)(3.8)%$—$—
GM Financial3,9183,49842012.0%$0.4
Eliminations/reclassifications(35)(31)(4)(12.9)%$—$—
Total net sales and revenue$47,969$44,746$3,2237.2%$2.7$0.2$0.3$—
Six Months EndedFavorable/ (Unfavorable)%Variance Due To
June 30, 2024June 30, 2023VolumeMixPriceOther
(Dollars in billions)
GMNA$76,824$70,108$6,7169.6%$5.6$0.7$0.1$0.3
GMI6,3807,682(1,302)(16.9)%$(1.0)$—$—$(0.3)
Corporate68110(42)(38.2)%$—$—
Automotive83,27277,9005,3726.9%$4.7$0.6$0.1$(0.1)
Cruise5151——%$—$—
GM Financial7,7306,84188913.0%$0.9
Eliminations/reclassifications(69)(60)(9)(15.0)%$—$—
Total net sales and revenue$90,983$84,732$6,2517.4%$4.7$0.6$0.1$0.8

Refer to the regional sections of this MD&A for additional information on Volume, Mix, Price and Other.

Automotive and Other Cost of Sales

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
June 30, 2024June 30, 2023VolumeMixCostOther
(Dollars in billions)
GMNA$34,552$32,422$(2,130)(6.6)%$(2.0)$(0.9)$1.1$(0.3)
GMI3,0203,50348313.8%$0.1$0.2$—$0.1
Corporate2113411384.3%$—$0.1$—
Cruise1,023574(449)(78.2)%$—$(0.4)
Eliminations—(1)(1)n.m.$—$—
Total automotive and other cost of sales$38,615$36,632$(1,983)(5.4)%$(1.9)$(0.7)$0.8$(0.2)

n.m. = not meaningful

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Six Months EndedFavorable/ (Unfavorable)%Variance Due To
June 30, 2024June 30, 2023VolumeMixCostOther
(Dollars in billions)
GMNA$65,317$60,844$(4,473)(7.4)%$(3.9)$(1.7)$1.4$(0.3)
GMI5,8246,73891413.6%$0.7$0.1$—$0.1
Corporate4819414675.3%$—$0.2$—
Cruise1,4221,105(317)(28.7)%$—$(0.3)
Eliminations(1)(2)(1)(50.0)%$—$—
Total automotive and other cost of sales$72,611$68,879$(3,732)(5.4)%$(3.2)$(1.7)$1.3$(0.2)

In the three months ended June 30, 2024, decreased Cost was primarily due to: (1) decreased campaigns and other warranty-related costs of $0.7 billion; (2) decreased EV-related charges of $0.5 billion, primarily due to inventory adjustments to reflect the net realizable value at period end; and (3) increased equity earnings related to Ultium Cells Holdings LLC of $0.3 billion; partially offset by (4) charges of $0.6 billion related to Cruise restructuring; and (5) increased manufacturing labor costs of $0.2 billion. In the three months ended June 30, 2024, unfavorable Other was primarily due to the strengthening of the Mexican peso and other currencies partially offset by the weakening of the Brazilian real and other currencies, all against the U.S. dollar.

In the six months ended June 30, 2024, decreased Cost was primarily due to: (1) the non-recurrence of charges of $0.7 billion related to the VSP; (2) decreased campaigns and other warranty-related costs of $0.6 billion; (3) decreased EV-related charges of $0.4 billion, primarily due to inventory adjustments to reflect the net realizable value at period end; and (4) increased equity earnings related to Ultium Cells Holdings LLC of $0.4 billion; partially offset by (5) charges of $0.6 billion related to Cruise restructuring; and (6) increased manufacturing labor costs of $0.4 billion. In the six months ended June 30, 2024, unfavorable Other was primarily due to the strengthening of the Mexican peso and other currencies partially offset by the weakening of the Korean won and other currencies, all against the U.S. dollar.

Refer to the regional sections of this MD&A for additional information on Volume and Mix.

Automotive and Other Selling, General and Administrative Expense

Three Months EndedFavorable/ (Unfavorable)Six Months EndedFavorable/ (Unfavorable)
June 30, 2024June 30, 2023%June 30, 2024June 30, 2023%
Automotive and other selling, general and administrative expense$2,372$2,558$1867.3%$4,547$5,105$55810.9%

In the three months ended June 30, 2024, Automotive and other selling, general and administrative expense decreased primarily due to decreased advertising costs of $0.2 billion.

In the six months ended June 30, 2024, Automotive and other selling, general and administrative expense decreased primarily due to: (1) decreased advertising costs of $0.4 billion; and (2) the non-recurrence of charges of $0.2 billion related to the VSP.

Interest Income and Other Non-operating Income, net

Three Months EndedFavorable/ (Unfavorable)Six Months EndedFavorable/ (Unfavorable)
June 30, 2024June 30, 2023%June 30, 2024June 30, 2023%
Interest income and other non-operating income, net$60$358$(298)(83.2)%$362$767$(405)(52.8)%

In the three months ended June 30, 2024, Interest income and other non-operating income, net decreased primarily due to: (1) $0.1 billion in losses related to revaluation of investments; and (2) $0.2 billion in losses in several individually insignificant items.

In the six months ended June 30, 2024, Interest income and other non-operating income, net decreased primarily due to: (1) $0.2 billion in losses related to revaluation of investments; (2) $0.1 billion decrease in non-service pension and OPEB income; and (3) $0.1 billion decrease in interest income.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Income Tax Expense

Three Months EndedFavorable/ (Unfavorable)Six Months EndedFavorable/ (Unfavorable)
June 30, 2024June 30, 2023%June 30, 2024June 30, 2023%
Income tax expense$767$522$(245)(46.9)%$1,529$950$(579)(60.9)%

In the six months ended June 30, 2024, Income tax expense increased primarily due to a higher effective tax rate and higher pre-tax income.

For the six months ended June 30, 2024, our effective tax rate-adjusted (ETR-adjusted) was 20.8%. We expect our adjusted effective tax rate to be between 18% and 20% for the year ending December 31, 2024.

Refer to Note 14 to our condensed consolidated financial statements for additional information related to Income tax expense.

GM North America

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
June 30, 2024June 30, 2023VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$40,725$37,220$3,5059.4%$2.9$0.4$0.3$(0.1)
EBIT-adjusted$4,433$3,194$1,23938.8%$0.9$(0.5)$0.3$1.0$(0.4)
EBIT-adjusted margin10.9%8.6%2.3%
(Vehicles in thousands)
Wholesale vehicle sales903833708.4%
Six Months EndedFavorable/ (Unfavorable)%Variance Due To
June 30, 2024June 30, 2023VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$76,824$70,108$6,7169.6%$5.6$0.7$0.1$0.3
EBIT-adjusted$8,273$6,769$1,50422.2%$1.7$(1.1)$0.1$1.1$(0.3)
EBIT-adjusted margin10.8%9.7%1.1%
(Vehicles in thousands)
Wholesale vehicle sales1,6951,5561398.9%

GMNA Total Net Sales and Revenue In the three months ended June 30, 2024, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes due to increased sales of full-size pickup trucks and crossover vehicles; (2) favorable Mix due to increased sales of full-size pickup trucks, full-size SUVs and mid-size pickup trucks, partially offset by increased sales of crossover vehicles; and (3) favorable Price as a result of stable dealer inventory levels and strong demand for our products.

In the six months ended June 30, 2024, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes due to increased sales of full-size pickup trucks and mid-size pickup trucks; (2) favorable Mix due to increased sales of full-size pickup trucks and full-size SUVs, partially offset by increased sales of crossover vehicles and mid-size pickup trucks; and (3) favorable Other due to increased sales of parts and accessories.

GM****NA EBIT-Adjusted In the three months ended June 30, 2024, EBIT-adjusted increased primarily due to: (1) favorable Cost primarily due to decreased campaigns and other warranty-related costs of $0.7 billion, decreased EV-related charges of $0.5 billion, primarily due to inventory adjustments to reflect the net realizable value at period end, and increased equity earnings related to Ultium Cells Holdings LLC of $0.3 billion; partially offset by increased engineering costs of $0.3 billion and increased manufacturing labor costs of $0.2 billion; (2) increased net wholesale volumes; and (3) favorable Price; partially offset by (4) unfavorable Mix due to increased sales of crossover vehicles, partially offset by increased sales of full-size pickup trucks and full-size SUVs; and (5) unfavorable Other due to the foreign currency effect resulting from the strengthening of the Mexican peso against the U.S. dollar.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In the six months ended June 30, 2024, EBIT-adjusted increased primarily due to: (1) increased net wholesale volumes; and (2) favorable Cost primarily due to decreased campaigns and other warranty-related costs of $0.6 billion, decreased EV-related charges of $0.4 billion, primarily due to inventory adjustments to reflect the net realizable value at period end, and increased equity earnings related to Ultium Cells Holdings LLC of $0.4 billion; partially offset by increased manufacturing labor costs of $0.4 billion; partially offset by (3) unfavorable Mix due to increased sales of crossover vehicles and mid-size pickup trucks; and (4) unfavorable Other due to the foreign currency effect resulting from the strengthening of the Mexican peso against the U.S. dollar.

GM International

Three Months EndedFavorable/ (Unfavorable)Variance Due To
June 30, 2024June 30, 2023%VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$3,298$3,955$(657)(16.6)%$(0.2)$(0.3)$—$(0.3)
EBIT-adjusted$50$236$(186)(78.8)%$—$(0.1)$—$0.1$(0.2)
EBIT-adjusted margin1.5%6.0%(4.5)%
Equity income (loss) — Automotive China$(104)$78$(182)n.m.
EBIT-adjusted — excluding Equity income (loss)$154$158$(4)(2.5)%
(Vehicles in thousands)
Wholesale vehicle sales140147(7)(4.8)%

n.m. = not meaningful

Six Months EndedFavorable/ (Unfavorable)Variance Due To
June 30, 2024June 30, 2023%VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$6,380$7,682$(1,302)(16.9)%$(1.0)$—$—$(0.3)
EBIT-adjusted$40$583$(543)(93.1)%$(0.2)$—$—$—$(0.3)
EBIT-adjusted margin0.6%7.6%(7.0)%
Equity income (loss) — Automotive China$(210)$161$(371)n.m.
EBIT-adjusted — excluding Equity income (loss)$250$423$(173)(40.9)%
(Vehicles in thousands)
Wholesale vehicle sales243288(45)(15.6)%

n.m. = not meaningful

The vehicle sales of our Automotive China JVs are not recorded in Total net sales and revenue. The results of our joint ventures are recorded in Equity income (loss), which is included in EBIT-adjusted above.

GMI Total Net Sales and Revenue In the three months ended June 30, 2024, Total net sales and revenue decreased primarily due to: (1) unfavorable Mix in Brazil and in the Middle East; (2) decreased net wholesale volumes in Asia/Pacific and in the Middle East primarily due to decreased sales of crossover vehicles; partially offset by increased volumes in Brazil primarily due to increased sales of passenger cars; and (3) unfavorable Other primarily due to decreased components sales and the foreign currency effect resulting from the weakening of the Brazilian real and Egyptian pound against the U.S. dollar.

In the six months ended June 30, 2024, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes in Asia/Pacific, in the Middle East and in South America primarily due to decreased sales of crossover vehicles and passenger cars; and (2) unfavorable Other primarily due to decreased components sales and the foreign currency effect resulting from the weakening of various currencies against the U.S. dollar.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GMI EBIT-Adjusted In the three months ended June 30, 2024, EBIT-adjusted decreased primarily due to: (1) unfavorable Mix; and (2) unfavorable Other primarily due to decreased Automotive China equity income (loss); partially offset by (3) favorable Cost primarily due to decreased warranty-related costs.

In the six months ended June 30, 2024, EBIT-adjusted decreased primarily due to: (1) decreased net wholesale volumes; and (2) unfavorable Other primarily due to decreased Automotive China equity income (loss).

The following table summarizes certain key operational and financial data for the Automotive China JVs (vehicles in thousands):

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Wholesale vehicle sales, including vehicles exported to markets outside of China422599744991
Total net sales and revenue$4,677$8,126$8,788$13,959
Net income (loss)$(214)$296$(442)$419

Cruise

Three Months EndedFavorable/ (Unfavorable)%Six Months EndedFavorable/ (Unfavorable)%
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Total net sales and revenue(a)$25$26$(1)(3.8)%$51$51$——%
EBIT (loss)-adjusted$(458)$(611)$15325.0%$(900)$(1,172)$27223.2%

(a)Primarily reclassified to Interest income and other non-operating income, net in our condensed consolidated income statements in the three and six months ended June 30, 2024 and 2023.

Cruise EBIT (Loss)-Adjusted In the three and six months ended June 30, 2024, EBIT (loss)-adjusted decreased primarily due to the restructuring actions taken in the three months ended December 31, 2023 that resulted in a decrease in development costs associated with Cruise's refocused operating strategy.

GM Financial

Three Months EndedIncrease/ (Decrease)%Six Months EndedIncrease/ (Decrease)%
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Total revenue$3,918$3,498$42012.0%$7,730$6,841$88913.0%
Provision for loan losses$174$167$74.2%$378$298$8026.8%
EBT-adjusted$822$766$567.3%$1,559$1,537$221.4%
Average debt outstanding (dollars in billions)$107.7$99.7$8.08.0%$106.5$98.3$8.28.3%
Effective rate of interest paid5.5%4.6%0.9%5.4%4.4%1.0%

GM Financial Revenue In the three months ended June 30, 2024, total revenue increased primarily due to increased finance charge income of $0.4 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the size of the portfolio.

In the six months ended June 30, 2024, total revenue increased primarily due to: (1) increased finance charge income of $0.8 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the size of the portfolio; and (2) increased investment income of $0.1 billion primarily due to an increase in the average investment balance and higher benchmark interest rates.

GM Financial EBT-Adjusted In the three months ended June 30, 2024, EBT-adjusted increased primarily due to: (1) increased finance charge income of $0.4 billion primarily due to an increase in the effective yield resulting from higher average

GENERAL MOTORS COMPANY AND SUBSIDIARIES

interest rates on new loans and growth in the size of the portfolio; partially offset by (2) increased interest expense of $0.4 billion primarily due to an increased effective rate of interest on debt, resulting from higher benchmark interest rates on new issuances relative to maturing debt, as well as an increase in average debt outstanding.

In the six months ended June 30, 2024, EBT-adjusted increased primarily due to: (1) increased finance charge income of $0.8 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the size of the portfolio; and (2) increased investment income of $0.1 billion primarily due to an increase in the average investment balance and higher benchmark interest rates; partially offset by (3) increased interest expense of $0.7 billion primarily due to an increased effective rate of interest on debt, resulting from higher benchmark interest rates on new issuances relative to maturing debt, as well as an increase in average debt outstanding; and (4) increased provision for loan losses of $0.1 billion primarily due to moderating credit performance and recovery rates.

Liquidity and Capital Resources We believe our current levels of cash, cash equivalents, marketable debt securities, available borrowing capacity under our credit facilities and other liquidity actions currently available to us are sufficient to meet our liquidity requirements. We also maintain access to the capital markets and may issue debt or equity securities, which may provide an additional source of liquidity. We have substantial cash requirements going forward, which we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary.

Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $10.5 billion to $11.5 billion in 2024; (2) payments for engineering and product development activities, including investing in the development and commercialization of AV technology by Cruise; (3) payments associated with previously announced vehicle recalls and any other recall-related contingencies; (4) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (5) dividend payments on our common stock that are declared by our Board of Directors; (6) payments to purchase shares of our common stock authorized by our Board of Directors; and (7) payments of emission related compliance costs. Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program: (1) grow our business at an average target return on invested capital-adjusted (ROIC-adjusted) rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18.0 billion; and (3) after the first two objectives are met, return available cash to shareholders. Our senior management evaluates our capital allocation program on an ongoing basis and recommends any modifications to the program to our Board of Directors not less than once annually.

We continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while maintaining a strong investment-grade balance sheet. These actions may include opportunistic payments to reduce our long-term obligations, as well as the possibility of acquisitions, dispositions and investments with joint venture partners, as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business. To support our transition to EVs, we anticipate making investments in suppliers or providing funding towards the execution of strategic, multi-year supply agreements to secure critical materials. In addition, we have entered, and plan to continue to enter, into offtake agreements that generally obligate us to purchase defined quantities of output. These arrangements could have a short-term adverse impact on our cash and increase our inventory.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A. Risk Factors of our 2023 Form 10-K, some of which are outside of our control.

In November 2023, our Board of Directors increased the capacity under our previously announced share repurchase program by $10.0 billion to an aggregate of $11.4 billion and approved a $10.0 billion ASR program. In December 2023, pursuant to the agreements entered into in connection with the ASR, we advanced $10.0 billion and received approximately 215 million shares of common stock with a value of $6.8 billion, which were immediately retired. In March 2024, upon the first settlement of the transactions contemplated under the ASR Agreements, we received approximately 4 million additional shares, which were immediately retired. The final number of shares ultimately to be purchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Upon final settlement, we may receive additional shares of common stock, or, under certain circumstances, we may be required to deliver shares of common stock or to make a cash payment, at our election. The final settlement of the transactions contemplated under the ASR Agreements is expected to occur no later than the three months ending December 31, 2024.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

In June 2024, our Board of Directors approved a new share repurchase authorization to repurchase up to an additional $6.0 billion of our outstanding common stock.

In the six months ended June 30, 2024, in addition to shares received under the ASR program, we purchased approximately 31 million shares of our outstanding common stock for $1.4 billion, including an insignificant amount related to purchases initiated in June 2024 that settled in July 2024. We have $6.0 billion in capacity remaining under our share repurchase program as of June 30, 2024, with no expiration date.

In the six months ended June 30, 2024, we paid dividends of $0.3 billion to holders of our common stock.

Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise. The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities and funds available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations. We have not significantly changed the management of our liquidity, including our allocation of available liquidity, our portfolio composition and our investment guidelines since December 31, 2023. Refer to Part II, Item 7. MD&A of our 2023 Form 10-K.

In March 2024, we renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures March 27, 2025. Interest rates on obligations under the renewed credit facility are based on Term SOFR.

In March 2024, we terminated our unsecured 364-day delayed draw term loan credit agreement that permitted the Company to borrow up to $3.0 billion executed in November 2023, resulting in an insignificant loss.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our Automotive borrowing capacity under credit facilities totaled $14.1 billion at June 30, 2024, which consisted of two credit facilities and $17.1 billion at December 31, 2023, which consisted of three credit facilities. Total Automotive borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for exclusive use of GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at June 30, 2024 and December 31, 2023.

If available capacity permits, GM Financial continues to have access to our automotive credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at June 30, 2024 and December 31, 2023. We had intercompany loans from GM Financial of $0.2 billion at June 30, 2024 and December 31, 2023, which primarily consisted of commercial loans to dealers we consolidate. We did not have intercompany loans to GM Financial at June 30, 2024 and December 31, 2023. Refer to Note 4 to our condensed consolidated financial statements for additional information.

Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of June 30, 2024 and determined we are in compliance and expect to remain in compliance in the future.

GM Financial's Board of Directors declared and paid dividends of $0.9 billion on its common stock in the six months ended June 30, 2024. Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes our Automotive available liquidity (dollars in billions):

June 30, 2024December 31, 2023
Automotive cash and cash equivalents$14.0$12.2
Marketable debt securities8.37.6
Automotive cash, cash equivalents and marketable debt securities22.319.8
Available under credit facilities(a)13.616.4
Total Automotive available liquidity$35.8$36.3

(a)We had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at June 30, 2024 and December 31, 2023.

The following table summarizes the changes in our Automotive available liquidity (dollars in billions):

Six Months Ended June 30, 2024
Operating cash flow$11.3
Capital expenditures(5.3)
Dividends paid and payments to purchase common stock(1.6)
GM investment in Cruise(1.2)
Investment in Ultium Cells Holdings LLC(0.4)
Decrease in available credit facilities(2.9)
Other non-operating(0.4)
Total change in automotive available liquidity$(0.5)

Automotive Cash Flow (dollars in billions)

Six Months EndedChange
June 30, 2024June 30, 2023
Operating Activities
Net income$6.1$4.5$1.6
Depreciation, amortization and impairment charges3.23.2—
Pension and OPEB activities(0.4)(0.5)0.1
Working capital(0.2)(1.6)1.4
Accrued and other liabilities and income taxes2.42.6(0.2)
Other(a)0.31.1(0.8)
Net automotive cash provided by (used in) operating activities(b)$11.3$9.3$2.0

(a)Includes $0.9 billion in dividends received from GM Financial in the six months ended June 30, 2024 and 2023; partially offset by changes in other assets and liabilities in the six months ended June 30, 2023.

(b)Includes $4.2 billion and $1.1 billion in the six months ended June 30, 2024 and 2023, which are eliminated within the condensed consolidated statements of cash flows. Amounts eliminated primarily relate to purchases of, and collections on, wholesale finance receivables provided by GM Financial to our dealers and dividends issued by GM Financial to us.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Six Months EndedChange
June 30, 2024June 30, 2023
Investing Activities
Capital expenditures$(5.3)$(4.5)$(0.8)
Acquisitions and liquidations of marketable securities, net(0.7)1.5(2.2)
Other(a)(1.7)(1.0)(0.7)
Net automotive cash provided by (used in) investing activities(b)$(7.7)$(4.1)$(3.6)

(a)Includes $1.2 billion investment in Cruise which is inclusive of $0.9 billion convertible note issued by Cruise to us in the six months ended June 30, 2024, $0.4 billion of GM's investment in Ultium Cells Holdings LLC in the six months ended June 30, 2024 and 2023; and a $0.3 billion investment in Lithium Americas in the six months ended June 30, 2023.

(b)Includes $1.2 billion investment in Cruise which is inclusive of $0.9 billion convertible note issued by Cruise to us in the six months ended June 30, 2024 which is eliminated within the condensed consolidated statements of cash flows.

Six Months EndedChange
June 30, 2024June 30, 2023
Financing Activities
Net proceeds (payments) from short-term debt$—$(1.5)$1.5
Other(a)(1.7)(1.4)(0.3)
Net automotive cash provided by (used in) financing activities$(1.7)$(2.9)$1.2

(a)Includes $1.3 billion and $0.9 billion for payments to purchase common stock in the six months ended June 30, 2024 and 2023; and $0.3 billion and $0.2 billion for dividends paid in the six months ended June 30, 2024 and 2023.

Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. In the six months ended June 30, 2024, net automotive cash provided by operating activities under U.S. GAAP was $11.3 billion, capital expenditures were $5.3 billion and adjustments for management actions were $0.3 billion.

In the six months ended June 30, 2023, net automotive cash provided by operating activities under U.S. GAAP was $9.3 billion, capital expenditures were $4.5 billion and adjustments for management actions related to Buick dealer strategy and employee separation costs were $0.6 billion.

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings, Moody's Investors Service and Standard & Poor's. All four credit rating agencies currently rate our corporate credit at investment grade. As of July 16, 2024, all credit ratings remained unchanged since December 31, 2023.

Cruise Liquidity In June 2024, Cruise issued to us a convertible note in the amount of $0.9 billion and may issue, at the request of certain of its shareholders with preemptive rights, additional convertible notes with an initial aggregate principal amount of up to $0.1 billion. Notes issued under this series are convertible into certain Cruise equity interests. Cruise available liquidity of $1.1 billion and $1.3 billion at June 30, 2024 and December 31, 2023 consists primarily of cash and cash equivalents. Cruise available liquidity excludes a multi-year credit agreement with GM Financial whereby Cruise may borrow a remaining aggregate amount of $3.4 billion through 2024 to fund the purchase of AVs from GM. At June 30, 2024, Cruise had total borrowings of $0.4 billion with GM Financial under this credit agreement. This also excludes a multi-year framework agreement with us whereby Cruise can defer payments until June 2028 on up to $0.8 billion of invoices, which are related to engineering and capital spending incurred by us on behalf of Cruise, and an agreement with us whereby Cruise can defer reimbursing us for amounts we paid related to its restructuring actions that commenced in October 2023. Refer to Note 15 to our condensed consolidated financial statements for additional information related to Cruise's restructuring actions. At June 30, 2024, Cruise deferred $1.2 billion under these agreements.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes the changes in Cruise's available liquidity (dollars in billions):

Six Months Ended June 30, 2024
Operating cash flow$(1.3)
GM investment in GM Cruise1.2
Other non-operating(0.1)
Total change in Cruise available liquidity$(0.2)

Cruise Cash Flow (dollars in billions)

Six Months EndedChange
June 30, 2024June 30, 2023
Net cash provided by (used in) operating activities$(1.3)$(0.9)$(0.4)
Net cash provided by (used in) investing activities$—$1.2$(1.2)
Net cash provided by (used in) financing activities(a)$1.0$0.2$0.9

(a)Includes $1.2 billion investment in Cruise which is inclusive of $0.9 billion convertible note issued by Cruise to us in the six months ended June 30, 2024 which is eliminated within the condensed consolidated statements of cash flows.

We expect Cruise will require additional liquidity in order to support the continued development of AV technology.

Automotive Financing – GM Financial Liquidity GM Financial's primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, net proceeds from credit facilities, securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash are purchases and funding of finance receivables and leased vehicles, repayment or repurchases of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs, operating expenses, income taxes and dividend payments. GM Financial continues to monitor and evaluate opportunities to optimize its liquidity position and the mix of its debt between secured and unsecured debt.

The following table summarizes GM Financial's available liquidity (dollars in billions):

June 30, 2024December 31, 2023
Cash and cash equivalents$7.4$5.3
Borrowing capacity on unpledged eligible assets25.321.9
Borrowing capacity on committed unsecured lines of credit0.70.7
Borrowing capacity on revolving credit facility, exclusive to GM Financial2.02.0
Total GM Financial available liquidity$35.5$29.9

GM Financial structures liquidity to support at least six months of GM Financial's expected net cash flows, including new originations, without access to new debt financing transactions or other capital markets activity. At June 30, 2024, available liquidity exceeded GM Financial's liquidity targets.

GM Financial did not have any borrowings outstanding against our credit facility designated for their exclusive use or the remainder of our revolving credit facilities at June 30, 2024 and December 31, 2023. Refer to the "Automotive Liquidity" section of this MD&A for additional details.

Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. At June 30, 2024, secured, committed unsecured and uncommitted unsecured credit facilities totaled $27.1 billion, $0.7 billion and $1.9 billion with advances outstanding of $1.7 billion, an insignificant amount and $1.9 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM Financial Cash Flow (dollars in billions)

Six Months EndedChange
June 30, 2024June 30, 2023
Net cash provided by (used in) operating activities$3.2$3.4$(0.2)
Net cash provided by (used in) investing activities(a)$(5.8)$(4.4)$(1.4)
Net cash provided by (used in) financing activities(b)$4.8$3.0$1.8

(a)Includes $3.3 billion and $0.2 billion in the six months ended June 30, 2024 and 2023 primarily driven by purchases of, and collections on, wholesale finance receivables which are eliminated within the condensed consolidated statements of cash flows.

(b)Includes $0.9 billion in the six months ended June 30, 2024 and 2023 for dividends to GM which are eliminated within the condensed consolidated statements of cash flows.

In the six months ended June 30, 2024, Net cash provided by operating activities decreased primarily due to an increase in interest paid and a net decrease in cash provided by counterparty derivative collateral posting activities, partially offset by an increase in finance charge income.

Critical Accounting Estimates The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the periods presented. We believe the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in developing estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are consistent with those described in the MD&A in our 2023 Form 10-K.

Non-GAAP Measures We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. Our non-GAAP measures include: EBIT-adjusted, presented net of noncontrolling interests; EBT-adjusted for our GM Financial segment; EPS-diluted-adjusted; ETR-adjusted; ROIC-adjusted and adjusted automotive free cash flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.

These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve ROIC-adjusted. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses certain of these, and other measures, as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.

EBIT-adjusted (Most comparable GAAP measure: Net income attributable to stockholders) EBIT-adjusted is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. 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 conditions, and certain costs arising from legal matters. For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item. Our corresponding measure for our GM Financial segment is EBT-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment.

EPS-diluted-adjusted (Most comparable GAAP measure: Diluted earnings per common share) EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted EPS results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less adjustments noted above for EBIT-

GENERAL MOTORS COMPANY AND SUBSIDIARIES

adjusted and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples of income tax adjustments include the establishment or release of significant deferred tax asset valuation allowances.

ETR-adjusted (Most comparable GAAP measure: Effective tax rate) ETR-adjusted is used by management and can be used by investors to review the consolidated effective tax rate for our core operations on a consistent basis. ETR-adjusted is calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and the income tax adjustments noted above for EPS-diluted-adjusted divided by Income before income taxes less adjustments. When we provide an expected adjusted effective tax rate, we do not provide an expected effective tax rate because the U.S. GAAP measure may include significant adjustments that are difficult to predict.

ROIC-adjusted (Most comparable GAAP measure: Return on equity) ROIC-adjusted is used by management and can be used by investors to review our investment and capital allocation decisions. We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by ROIC-adjusted average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of finance leases; average automotive net pension and OPEB liabilities; and average automotive net income tax assets during the same period.

Adjusted automotive free cash flow (Most comparable GAAP measure: Net automotive cash provided by operating activities) Adjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations. We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. Management actions can include voluntary events such as discretionary contributions to employee benefit plans or nonrecurring specific events such as a closure of a facility that are considered special for EBIT-adjusted purposes. Refer to the "Liquidity and Capital Resources" section of this MD&A for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted:

Three Months Ended
June 30,March 31,December 31,September 30,
20242023202420232023202220232022
Net income attributable to stockholders$2,933$2,566$2,980$2,395$2,102$1,999$3,064$3,305
Income tax expense (benefit)767522762428(857)580470845
Automotive interest expense206226219234222267229259
Automotive interest income(229)(251)(186)(229)(308)(215)(322)(122)
Adjustments
Cruise restructuring(a)583———478———
GMI plant wind down(b)103———————
Buick dealer strategy(c)75246969913151193—
Voluntary separation program(d)———875130—30—
GM Korea wage litigation(e)—(76)——(30)———
India asset sales(f)————(111)———
Russia exit(g)—————657——
Total adjustments761170969745981,168123—
EBIT-adjusted$4,438$3,234$3,871$3,803$1,757$3,799$3,564$4,287

(a)These adjustments were excluded because they relate to restructuring costs resulting from Cruise voluntarily pausing its driverless, supervised and manual AV operations in the U.S. and the indefinite delay of the Cruise Origin. The adjustments primarily consist of non-cash restructuring charges, supplier related charges and employee separation charges.

(b)These adjustments were excluded because they relate to the wind down of our manufacturing operations in Colombia and Ecuador.

(c)These adjustments were excluded because they relate to strategic activities to transition certain Buick dealers out of our dealer network as part of Buick’s EV strategy.

(d)These adjustments were excluded because they relate to the acceleration of attrition as part of the cost reduction program announced in January 2023, primarily in the U.S.

(e)These adjustments were excluded because they relate to the partial resolution of subcontractor matters in Korea.

(f)These adjustments were excluded because they relate to an asset sale resulting from our strategic decision in 2020 to exit India.

(g)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.

The following table reconciles diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted:

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
AmountPer ShareAmountPer ShareAmountPer ShareAmountPer Share
Diluted earnings per common share$2,919$2.55$2,540$1.83$5,889$5.10$4,908$3.52
Adjustments(a)7610.661700.128570.741,1440.82
Tax effect on adjustments(b)(170)(0.15)(60)(0.04)(194)(0.17)(299)(0.21)
EPS-diluted-adjusted$3,510$3.06$2,650$1.91$6,552$5.68$5,753$4.12

(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A for the details of each individual adjustment.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles our effective tax rate under U.S. GAAP to ETR-adjusted:

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Income before income taxesIncome tax expense (benefit)Effective tax rateIncome before income taxesIncome tax expense (benefit)Effective tax rateIncome before income taxesIncome tax expense (benefit)Effective tax rateIncome before income taxesIncome tax expense (benefit)Effective tax rate
Effective tax rate$3,643$76721.0%$3,029$52217.2%$7,359$1,52920.8%$5,803$95016.4%
Adjustments(a)828170170609241941,144299
ETR-adjusted$4,471$93720.9%$3,199$58218.2%$8,283$1,72320.8%$6,947$1,24918.0%

(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A for adjustment details. These adjustments include Net income attributable to noncontrolling interests where applicable. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

We define return on equity (ROE) as Net income attributable to stockholders for the trailing four quarters divided by average equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE. The following table summarizes the calculation of ROE (dollars in billions):

Four Quarters Ended
June 30, 2024June 30, 2023
Net income attributable to stockholders$11.1$10.3
Average equity(a)$70.4$70.5
ROE15.7%14.6%

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

The following table summarizes the calculation of ROIC-adjusted (dollars in billions):

Four Quarters Ended
June 30, 2024June 30, 2023
EBIT-adjusted(a)$13.6$15.1
Average equity(b)$70.4$70.5
Add: Average automotive debt and interest liabilities (excluding finance leases)16.217.3
Add: Average automotive net pension & OPEB liability9.38.0
Less: Average automotive and other net income tax asset(22.1)(20.7)
ROIC-adjusted average net assets$73.8$75.0
ROIC-adjusted18.5%20.2%

(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A.

(b)Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.

Forward-Looking Statements This report and the other reports filed by us with the SEC from time to time, as well as statements incorporated by reference herein and related comments by our management, may include "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent our current judgment about possible future events and are often identified by words like “aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions. In making these statements, we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of important factors, many of which are beyond our control. These factors, which may be revised or supplemented in subsequent reports we file with the SEC, include, among others, the following: (1) our ability to deliver new products, services, technologies and customer

GENERAL MOTORS COMPANY AND SUBSIDIARIES

experiences in response to increased competition and changing consumer needs and preferences; (2) our ability to timely fund and introduce new and improved vehicle models, including EVs, that are able to attract a sufficient number of consumers; (3) our ability to profitably deliver a strategic portfolio of EVs that will help drive consumer adoption; (4) the success of our current line of ICE vehicles, particularly our full-size SUVs and full-size pickup trucks; (5) our highly competitive industry, which has been historically characterized by excess manufacturing capacity and the use of incentives, and the introduction of new and improved vehicle models by our competitors; (6) the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of AVs, including the various regulatory approvals and permits required for operating driverless AVs in multiple markets; (7) risks associated with climate change, including increased regulation of GHG emissions, our transition to EVs and the potential increased impacts of severe weather events; (8) global automobile market sales volume, which can be volatile; (9) inflationary pressures and persistently high prices and uncertain availability of raw materials and commodities used by us and our suppliers, and instability in logistics and related costs; (10) our business in China, which is subject to unique operational, competitive, regulatory and economic risks; (11) the success of our ongoing strategic business relationships, particularly with respect to facilitating access to raw materials necessary for the production of EVs, and of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control; (12) the international scale and footprint of our operations, which exposes us to a variety of unique political, economic, competitive and regulatory risks, including the risk of changes in government leadership and laws (including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, changes in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S. and foreign countries' export controls and economic sanctions, differing labor regulations, requirements and union relationships, differing dealer and franchise regulations and relationships, difficulties in obtaining financing in foreign countries, and public health crises, including the occurrence of a contagious disease or illness; (13) any significant disruption, including any work stoppages, at any of our manufacturing facilities; (14) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules; (15) pandemics, epidemics, disease outbreaks and other public health crises; (16) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property rights are not sufficient to prevent competitors from developing or selling those products or services; (17) our ability to manage risks related to security breaches, cyberattacks and other disruptions to our information technology systems and networked products, including connected vehicles and in-vehicle systems; (18) our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the personal information of our customers, employees or suppliers; (19) our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those relating to fuel economy, emissions and AVs; (20) costs and risks associated with litigation and government investigations; (21) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; (22) any additional tax expense or exposure or failure to fully realize available tax incentives; (23) our continued ability to develop captive financing capability through GM Financial; and (24) any significant increase in our pension funding requirements. A further list and description of these risks, uncertainties and other factors can be found in our 2023 Form 10-K and our subsequent filings with the SEC.

We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law.

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