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

103K characters. Original on sec.gov · Markdown

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 2024 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 I, Item 1A. Risk Factors of our 2024 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, personal AV technology, software-enabled services and other new business opportunities. To support strong margins and cash flow during this transition, we continue to strengthen our market position in profitable 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 maintaining an efficient cost structure and pricing discipline. We continue to prioritize driving down costs and building scale in our EV portfolio to improve profitability. In February 2025, we completed the acquisition of the noncontrolling interests in Cruise and are prioritizing the development of ADAS on a path to fully autonomous personal vehicles. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends, potential changes to the regulatory environment, including with respect to fuel economy standards, GHG emissions regulations, corporate taxes and EV incentives.

In the first quarter of 2025, the U.S. Government announced new tariffs, inclusive of vehicles and parts imported into the U.S. The tariff environment remains highly dynamic and the specific tariffs applicable to goods imported by GM and its suppliers into the U.S., including under the U.S.-Mexico-Canada Agreement, continue to evolve, as do import tariffs charged by other countries. Based on the current tariff environment, we estimate that impacts to EBIT-adjusted could range from $4.0 billion to $5.0 billion for the year ending December 31, 2025. Refer to Part II, Item 1A. Risk Factors for a full discussion of the risks associated with the U.S. tariff environment.

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 2024 Form 10-K for a discussion of these challenges.

For the year ending December 31, 2025, we expect Net income attributable to stockholders of between $8.2 billion and $10.1 billion, EBIT-adjusted of between $10.0 billion and $12.5 billion, EPS-diluted of between $8.82 and $10.57 and EPS-diluted-adjusted of between $8.25 and $10.00. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles expected Net income attributable to stockholders to expected EBIT-adjusted (dollars in billions):

Year Ending December 31, 2025
Net income attributable to stockholders$ 8.2-10.1
Income tax expense1.8-2.4
Automotive interest income, net(0.0)
Adjustments(a)0.0
EBIT-adjusted$ 10.0-12.5

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders 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.

The following table reconciles expected EPS-diluted to expected EPS-diluted-adjusted:

Year Ending December 31, 2025
Diluted earnings per common share$ 8.82-10.57
Adjustments(a)(0.57)
EPS-diluted-adjusted$ 8.25-10.00

(a)Refer to the reconciliation of diluted earnings per common share 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 5.0 million units in the three months ended March 31, 2025, representing an increase of 4.7% compared to the corresponding period in 2024. U.S. industry sales were 4.0 million units in the three months ended March 31, 2025, representing an increase of 4.6% compared to the corresponding period in 2024.

Our total vehicle sales in the U.S., our largest market in North America, were 0.7 million units for market share of 17.2% in the three months ended March 31, 2025, representing an increase of 1.8 percentage points compared to the corresponding period in 2024.

We achieved strong margins in the three months ended March 31, 2025 driven by the strength of our product portfolio and ongoing cost discipline. However, the evolving tariff and policy landscape could have a material impact on our profitability going forward. We remain focused on improving our EV profitability while maintaining our focus on cost. In addition, our outlook is dependent on continued supply chain availability, the resiliency of the U.S. economy and overall economic conditions, including the imposition of tariffs or other trade restrictions by the U.S. or its trading partners.

GMI Industry sales in China were 5.8 million units in the three months ended March 31, 2025, representing an increase of 2.9% compared to the corresponding period in 2024. Our total vehicle sales in China were 0.4 million units for market share of 7.6% in the three months ended March 31, 2025, representing a decrease of 0.2 percentage points compared to the corresponding period in 2024. Our Automotive China JVs generated insignificant equity income in the three months ended March 31, 2025. We continue to focus on executing restructuring plans which may result in additional restructuring charges and enhancing the competitiveness of our products in the Chinese market going forward.

Outside of China, industry sales were 6.5 million units in the three months ended March 31, 2025, representing an increase of 3.6% compared to the corresponding period in 2024. Our total vehicle sales outside of China were 0.2 million units for market share of 2.9% in the three months ended March 31, 2025, representing a decrease of 0.3 percentage points compared to the corresponding period in 2024.

Cruise Our Cruise business was pursuing the development and robotaxi commercialization of AV technology. In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and no longer fund Cruise's robotaxi development work. In February 2025, we completed the acquisition of the noncontrolling interests in Cruise and began to wind down the Cruise robotaxi operations. In the three months ended March 31, 2025, we combined the GM and Cruise technical efforts to build on the success of Super Cruise and prioritize the development of ADAS on a path to fully autonomous personal vehicles. Such ongoing activities are reflected in our GMNA Automotive segment. Refer to Part I, Item 1A. Risk Factors of our 2024 Form 10-K for a further discussion of the risks associated with Cruise and our AV strategy.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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 three months ended March 31, 2025, 24.5% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by our Automotive segments (vehicles in thousands):

Three Months Ended
March 31, 2025March 31, 2024
GMNA82790.7%79288.4%
GMI859.3%10411.6%
Total912100.0%895100.0%

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) sales of courtesy transportation vehicles (i.e., vehicles previously used by dealers that were sold to the end consumer). 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 Ended
March 31, 2025March 31, 2024
IndustryGMMarket ShareIndustryGMMarket Share
North America
United States4,02869317.2%3,85259415.4%
Other94012613.4%89211512.9%
Total North America4,96881916.5%4,74470915.0%
Asia/Pacific, Middle East and Africa
China(a)5,8214437.6%5,6554417.8%
Other5,6021021.8%5,5011132.0%
Total Asia/Pacific, Middle East and Africa11,4225454.8%11,1565545.0%
South America
Brazil5525610.1%5145711.1%
Other396297.3%309278.8%
Total South America948858.9%8238410.2%
Total in GM markets17,3381,4498.4%16,7231,3478.1%
Total Europe4,1591—%4,369——%
Total Worldwide(b)21,4971,4496.7%21,0921,3486.4%
United States
Cars697172.5%709507.0%
Trucks1,05234432.7%93729131.1%
Crossovers2,27933214.6%2,20625311.5%
Total United States4,02869317.2%3,85259415.4%
China(a)
SGMS119155
SGMW324287
Total China5,8214437.6%5,6554417.8%

(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, Syria and certain regions of Ukraine 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 Ended
March 31, 2025March 31, 2024
GMNA172141
GMI6768
Total fleet sales239209
Fleet sales as a percentage of total vehicle sales16.5%15.5%

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 36% in the three months ended March 31, 2025 and 40% in the corresponding period in 2024. 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 increased to 81% in the three months ended March 31, 2025 from 79% in the corresponding period in 2024. In the three months ended March 31, 2025, GM Financial's revenue consisted of leased vehicle income of 46%, retail finance charge income of 41% 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 were included in GM Financial interest, operating and other expenses for the three months ended March 31, 2025 and 2024. 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):

March 31, 2025December 31, 2024
Residual ValueUnitsPercentageResidual ValueUnitsPercentage
Crossovers$13,16863567.0%$13,18463567.3%
Trucks7,71922924.2%7,45822423.7%
SUVs2,343545.7%2,260535.6%
Cars573303.1%590313.3%
Total$23,803949100.0%$23,492943100.0%

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.

Total Net Sales and Revenue

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
March 31, 2025March 31, 2024VolumeMixPriceOther
(Dollars in billions)
GMNA$37,388$36,099$1,2893.6%$1.5$(0.5)$0.9$(0.5)
GMI2,4273,082(655)(21.3)%$(0.4)$—$0.1$(0.3)
Corporate46321443.8%$—$—
Automotive39,86039,2126481.7%$1.0$(0.5)$0.9$(0.8)
Cruise125(24)(96.0)%$—$—
GM Financial4,1643,8113539.3%$0.4
Eliminations/reclassifications(5)(34)2985.3%$—$—
Total net sales and revenue$44,020$43,014$1,0062.3%$1.0$(0.5)$0.9$(0.4)

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive and Other Cost of Sales

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
March 31, 2025March 31, 2024VolumeMixCostOther
(Dollars in billions)
GMNA$32,680$30,766$(1,914)(6.2)%$(1.0)$(0.4)$(0.8)$0.3
GMI2,2712,80353219.0%$0.4$—$0.1$0.1
Corporate7828(50)n.m.$—$—$—
Cruise16340023759.3%$—$0.2
Eliminations(1)—1n.m.$—$—
Total automotive and other cost of sales$35,191$33,996$(1,195)(3.5)%$(0.7)$(0.4)$(0.5)$0.4

n.m. = not meaningful

In the three months ended March 31, 2025, increased Cost was primarily due to: (1) increased manufacturing costs of $0.4 billion; (2) increased material and freight costs of $0.2 billion; and (3) increased warranty-related costs of $0.2 billion; partially offset by (4) decreased engineering costs of $0.2 billion, driven primarily by the wind down of Cruise robotaxi operations. In the three months ended March 31, 2025, favorable Other was primarily due to net foreign currency changes in the Mexican peso, Brazilian real and other currencies.

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)
March 31, 2025March 31, 2024%
Automotive and other selling, general and administrative expense$1,985$2,175$1908.7%

In the three months ended March 31, 2025, Automotive and other selling, general and administrative expense decreased primarily due to several insignificant items.

Interest Income and Other Non-operating Income, net

Three Months EndedFavorable/ (Unfavorable)
March 31, 2025March 31, 2024%
Interest income and other non-operating income, net$310$302$82.6%

Income Tax Expense

Three Months EndedFavorable/ (Unfavorable)
March 31, 2025March 31, 2024%
Income tax expense$719$762$435.6%

For the three months ended March 31, 2025, our effective tax rate-adjusted (ETR-adjusted) was 20.1%.

Refer to Note 15 to our condensed consolidated financial statements for additional information related to Income tax expense.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM North America

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
March 31, 2025March 31, 2024VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$37,388$36,099$1,2893.6%$1.5$(0.5)$0.9$(0.5)
EBIT-adjusted$3,286$3,840$(554)(14.4)%$0.4$(0.9)$0.9$(0.8)$(0.2)
EBIT-adjusted margin8.8%10.6%(1.8)%
(Vehicles in thousands)
Wholesale vehicle sales827792364.5%

GMNA Total Net Sales and Revenue In the three months ended March 31, 2025, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes due to increased sales of crossover vehicles, including EVs, mid-size pickup trucks and vans, and full-size SUVs, partially offset by decreased sales of full-size pickup trucks, due to lower planned production for product upgrades, and cars; and (2) favorable Price as a result of stable dealer inventory levels and strong demand for our products; partially offset by (3) unfavorable Mix associated with increased sales of crossover vehicles, including EVs, and decreased sales of full-size pickup trucks, partially offset by increased sales of full-size SUVs and decreased sales of cars; and (4) unfavorable Other due to net foreign currency changes primarily in the Mexican peso.

GMNA EBIT-Adjusted In the three months ended March 31, 2025, EBIT-adjusted decreased primarily due to: (1) unfavorable Mix; (2) unfavorable Cost primarily due to increased manufacturing costs of $0.4 billion, increased warranty-related costs of $0.2 billion and increased material and freight costs of $0.2 billion; and (3) unfavorable Other due to net foreign currency changes primarily in the Mexican peso; partially offset by (4) favorable Price; and (5) increased net wholesale volumes.

GM International

Three Months EndedFavorable/ (Unfavorable)Variance Due To
March 31, 2025March 31, 2024%VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$2,427$3,082$(655)(21.3)%$(0.4)$—$0.1$(0.3)
EBIT (loss)-adjusted$30$(10)$40n.m.$(0.1)$—$0.1$—$0.1
EBIT (loss)-adjusted margin1.2%(0.3)%1.5%
Equity income (loss) — Automotive China$45$(106)$151n.m.
EBIT (loss)-adjusted — excluding Equity income (loss)$(15)$96$(111)n.m.
(Vehicles in thousands)
Wholesale vehicle sales85104(19)(18.3)%

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 (loss)-adjusted above.

GMI Total Net Sales and Revenue In the three months ended March 31, 2025, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes in Brazil and in the Middle East primarily due to decreased passenger cars, crossover vehicles and trucks, partially offset by increased volumes in Argentina primarily due to increased sales of crossover vehicles; and (2) unfavorable Other primarily due to the net foreign currency change in the Brazilian real, Argentine peso and Egyptian pound; partially offset by (3) favorable Price across multiple vehicle lines in Argentina.

GMI EBIT (Loss)-Adjusted In the three months ended March 31, 2025, EBIT-adjusted increased primarily due to: (1) favorable Price; and (2) favorable Other primarily due to increased Automotive China JVs equity income (loss); partially offset by (3) decreased net wholesale volumes.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

Three Months Ended
March 31, 2025March 31, 2024
Wholesale vehicle sales, including vehicles exported to markets outside of China454322
Total net sales and revenue$5,065$4,111
Net income (loss)$70$(228)

Cruise

Three Months EndedFavorable/ (Unfavorable)%
March 31, 2025March 31, 2024
Total net sales and revenue(a)$1$25$(24)(96.0)%
EBIT (loss)-adjusted$(273)$(442)$16938.2%

(a)Primarily reclassified to Interest income and other non-operating income, net in our condensed consolidated income statements in the three months ended March 31, 2024.

Cruise EBIT (Loss)-Adjusted In the three months ended March 31, 2025, EBIT (loss)-adjusted decreased primarily due to the commencement of the wind down of the Cruise robotaxi operations and the combination within our GMNA Automotive segment of the GM and Cruise technical efforts to build on the success of Super Cruise and prioritize the development of ADAS on a path to fully autonomous personal vehicles.

GM Financial

Three Months EndedIncrease/ (Decrease)%
March 31, 2025March 31, 2024
Total revenue$4,164$3,811$3539.3%
Provision for loan losses$328$204$12460.8%
EBT-adjusted$685$737$(52)(7.1)%
Average debt outstanding (dollars in billions)$115.5$105.3$10.29.7%
Effective rate of interest paid5.6%5.3%0.3%

GM Financial Revenue In the three months ended March 31, 2025, total revenue increased primarily due to: (1) increased finance charge income of $0.2 billion primarily due to growth in the size of the portfolio and an increase in the retail effective yield resulting from higher average interest rates on new loan originations; and (2) increased leased vehicle income of $0.1 billion primarily due to an increase in the average balance of the leased vehicles portfolio.

GM Financial EBT-Adjusted In the three months ended March 31, 2025, EBT-adjusted decreased primarily due to: (1) increased interest expense of $0.2 billion primarily due to an increase in average debt outstanding, as well as an increase in the effective rate of interest on debt, resulting from higher benchmark interest rates on new issuances relative to maturing debt; (2) increased provision for loan losses of $0.1 billion primarily due to increased loan origination volume and moderating credit performance; partially offset by (3) increased finance charge income of $0.2 billion primarily due to growth in the size of the portfolio and an increase in the retail effective yield resulting from higher average interest rates on new loan originations; and (4) increased leased vehicle income of $0.1 billion primarily due to an increase in the average balance of the leased vehicles portfolio.

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 available liquidity actions are sufficient to meet our liquidity requirements in the short- and long-term. 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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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; (2) payments for engineering and product development activities, including the development of AV technology and software-enabled services; (3) payments associated with previously announced warranty claims, 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 emissions-related regulatory 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, and 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 2024 Form 10-K, some of which are outside of our control.

In February 2025, our Board of Directors increased the capacity under our existing share repurchase program by $6.0 billion to an aggregate of $6.3 billion and approved an ASR program to repurchase an aggregate amount of $2.0 billion of our common stock. In February 2025, pursuant to the ASR Agreements, we advanced the $2.0 billion and received an initial delivery of approximately 33 million shares of our common stock with a value of $1.6 billion, which were immediately retired. The final number of shares received under the ASR program 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 pursuant to the terms and conditions of the ASR Agreements, and is expected to occur no later than June 30, 2025.

In the three months ended March 31, 2025, in addition to shares received under the ASR program, we repurchased an insignificant amount of our outstanding common stock. We have $4.3 billion in capacity remaining under our share repurchase program as of March 31, 2025, with no expiration date.

In the three months ended March 31, 2025, we paid dividends of $0.1 billion to holders of our common stock. In February 2025, our Board of Directors approved an increase in the quarterly common stock dividend of $0.03 to $0.15 per share beginning with the quarterly dividend declared in April 2025.

In April 2025, we entered into an agreement with Ultium Cells LLC to fund $1.8 billion as a 5-year term loan to facilitate full voluntary prepayment of loans Ultium Cells LLC received under the U.S. Department of Energy's Advanced Technology Vehicles Manufacturing program.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

changed the management of our liquidity, including our allocation of available liquidity, our portfolio composition and our investment guidelines since December 31, 2024. Refer to Part II, Item 7. MD&A of our 2024 Form 10-K.

In March 2025, we renewed our five-year, $10.0 billion facility, which now matures March 25, 2030. We also renewed our three-year, $4.1 billion facility, which now matures March 25, 2028, and renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures March 24, 2026.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our Automotive borrowing capacity under credit facilities totaled $14.4 billion and $14.3 billion at March 31, 2025 and December 31, 2024, which consisted primarily of two 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 $0.6 billion and $0.5 billion at March 31, 2025 and December 31, 2024.

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 March 31, 2025 and December 31, 2024. We had intercompany loans from GM Financial of $0.3 billion at March 31, 2025 and December 31, 2024, which primarily consisted of commercial loans to dealers we consolidate. We did not have intercompany loans to GM Financial at March 31, 2025 and December 31, 2024. 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 March 31, 2025 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 $0.4 billion on its common stock in the three months ended March 31, 2025. Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio.

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

March 31, 2025December 31, 2024
Automotive cash and cash equivalents$12.0$14.5
Marketable debt securities6.97.3
Automotive cash, cash equivalents and marketable debt securities18.921.7
Available under credit facilities(a)13.813.8
Total Automotive available liquidity$32.8$35.5

(a)We had letters of credit outstanding under our sub-facility of $0.6 billion and $0.5 billion at March 31, 2025 and December 31, 2024.

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

Three Months Ended March 31, 2025
Operating cash flow$2.4
Capital expenditures(1.8)
ASR and dividends paid(2.1)
Cruise robotaxi operations wind down(0.7)
Investment in nonconsolidated affiliates(0.3)
Other non-operating(0.3)
Total change in automotive available liquidity$(2.8)

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive Cash Flow (dollars in billions)

Three Months EndedChange
March 31, 2025March 31, 2024
Operating Activities
Net income$2.7$2.8$(0.1)
Depreciation, amortization and impairment charges1.71.50.2
Pension and OPEB activities(0.2)(0.2)—
Working capital(1.5)(1.5)—
Accrued and other liabilities and income taxes(1.4)0.3(1.7)
Other(a)1.10.70.4
Net automotive cash provided by (used in) operating activities(b)$2.4$3.6$(1.2)

(a)Includes $0.8 billion in dividends received from our nonconsolidated affiliates in the three months ended March 31, 2025; $0.4 billion and $0.5 billion in dividends received from GM Financial in the three months ended March 31, 2025 and 2024; and changes in other assets and liabilities in the three months ended March 31, 2025 and 2024.

(b)Includes $2.3 billion and $1.3 billion in the three months ended March 31, 2025 and 2024, 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.

Three Months EndedChange
March 31, 2025March 31, 2024
Investing Activities
Capital expenditures$(1.8)$(2.7)$0.9
Acquisitions and liquidations of marketable securities, net0.4(0.2)0.6
Other(a)(1.1)(0.3)(0.8)
Net automotive cash provided by (used in) investing activities(b)$(2.4)$(3.3)$0.9

(a)Includes $0.3 billion and $0.2 billion of GM's investment in nonconsolidated affiliates in the three months ended March 31, 2025 and 2024; and $0.7 billion funding to wind down Cruise robotaxi operations in the three months ended March 31, 2025.

(b)Includes $0.7 billion funding to wind down Cruise robotaxi operations in the three months ended March 31, 2025, which is eliminated within the condensed consolidated statements of cash flows.

Three Months EndedChange
March 31, 2025March 31, 2024
Financing Activities
Net proceeds (payments) from short-term debt$(0.1)$—$(0.1)
Other(a)(2.3)(0.5)(1.8)
Net automotive cash provided by (used in) financing activities$(2.3)$(0.5)$(1.8)

(a)Includes $2.0 billion in payments related to the ASR in the three months ended March 31, 2025 and $0.3 billion for payments to purchase common stock in the three months ended March 31, 2024; and $0.1 billion for dividends paid in the three months ended March 31, 2025 and 2024.

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 three months ended March 31, 2025, net automotive cash provided by operating activities was $2.4 billion, capital expenditures were $1.8 billion and adjustments for management actions were $0.2 billion.

In the three months ended March 31, 2024, net automotive cash provided by operating activities was $3.6 billion, capital expenditures were $2.7 billion and adjustments for management actions were $0.2 billion.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings, Moody's Investor Service and Standard & Poor's. All four credit rating agencies currently rate our corporate credit at investment grade. As of April 15, 2025, all credit ratings remained unchanged since December 31, 2024.

Cruise Liquidity Cruise available liquidity of $0.1 billion and $0.3 billion at March 31, 2025 and December 31, 2024 consists primarily of cash and cash equivalents. At March 31, 2025, Cruise no longer had any borrowings with GM Financial. The costs to wind down the Cruise robotaxi operations are expected to be funded by Cruise's available liquidity and by us. Cruise's future funding needs to continue winding down the robotaxi operations are not expected to be material.

Cruise Cash Flow (dollars in billions)

Three Months EndedChange
March 31, 2025March 31, 2024
Net cash provided by (used in) operating activities$(0.5)$(0.7)$0.2
Net cash provided by (used in) investing activities$—$—$—
Net cash provided by (used in) financing activities(a)$0.3$—$0.3

(a)Includes intercompany funding activity from GM and GM Financial in the three months ended March 31, 2025, which is eliminated within the condensed consolidated statements of cash flows.

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):

March 31, 2025December 31, 2024
Cash and cash equivalents$8.4$5.1
Borrowing capacity on unpledged eligible assets25.621.5
Borrowing capacity on committed unsecured lines of credit0.80.7
Borrowing capacity on revolving credit facility, exclusive to GM Financial2.02.0
Total GM Financial available liquidity$36.8$29.3

GM Financial Cash Flow (dollars in billions)

Three Months EndedChange
March 31, 2025March 31, 2024
Net cash provided by (used in) operating activities$1.9$1.6$0.3
Net cash provided by (used in) investing activities(a)$0.3$(1.6)$1.9
Net cash provided by (used in) financing activities(b)$1.4$0.4$1.0

(a)Includes $2.6 billion and $0.9 billion in the three months ended March 31, 2025 and 2024 primarily driven by purchases of, and collections on, wholesale finance receivables and intercompany loans to Cruise which are eliminated within the condensed consolidated statements of cash flows.

(b)Includes $0.4 billion and $0.5 billion in the three months ended March 31, 2025 and 2024 for dividends to GM which are eliminated within the condensed consolidated statements of cash flows.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Three Months EndedChange
March 31, 2025March 31, 2024
Operating Activities
Net income (loss)$0.5$0.5$—
Depreciation and amortization1.31.3—
Accretion and amortization of loan and leasing fees(0.4)(0.4)—
Provision for loan losses0.30.20.1
Other non-cash income(0.3)(0.2)(0.1)
Changes in assets and liabilities0.30.10.3
Deferred income taxes0.1—0.1
Net cash provided by (used in) operating activities$1.9$1.6$0.3

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 March 31, 2025, 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 March 31, 2025 and December 31, 2024. 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 March 31, 2025, secured, committed unsecured and uncommitted unsecured credit facilities totaled $27.1 billion, $0.8 billion and $1.9 billion with advances outstanding of $1.4 billion, an insignificant amount and $1.9 billion.

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 2024 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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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 an integral part of its financial performance.

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-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 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 (loss) attributable to stockholders to EBIT-adjusted:

Three Months Ended
March 31,December 31,September 30June 30,
20252024202420232024202320242023
Net income (loss) attributable to stockholders$2,784$2,980$(2,961)$2,102$3,056$3,064$2,933$2,566
Income tax expense (benefit)719762318(857)709470767522
Automotive interest expense152219215222206229206226
Automotive interest income(191)(186)(279)(308)(274)(322)(229)(251)
Adjustments
Headquarters relocation(a)26—30—34———
Buick dealer strategy(b)—966431311509375246
China JV restructuring actions(c)——4,010—————
Cruise restructuring(d)——520478——583—
Restructuring actions(e)——10—190———
GMI plant wind down(f)——4—43—103—
Voluntary separation program(g)———130—30——
GM Korea wage litigation(h)———(30)———(76)
India asset sales(i)———(111)————
Total adjustments26965,217598417123761170
EBIT-adjusted$3,490$3,871$2,509$1,757$4,115$3,564$4,438$3,234

(a)These adjustments were excluded because they relate to the GM headquarters relocation, primarily consisting of accelerated depreciation.

(b)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.

(c)These adjustments were excluded because they relate to the other-than-temporary impairment and our portion of restructuring charges recorded in equity earnings associated with our Automotive China JVs.

(d)These adjustments were excluded because they relate to restructuring charges resulting from the plan to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, the indefinite delay of the Cruise Origin and the voluntarily pausing in 2023 of Cruise's driverless, supervised and manual AV operations in the U.S. The adjustments primarily consist of non-cash restructuring charges, supplier-related charges and employee separation costs.

(e)These adjustments were excluded because they relate to employee separation charges primarily in North America.

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

(g)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.

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

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table reconciles diluted earnings per common share to EPS-diluted-adjusted:

Three Months Ended
March 31, 2025March 31, 2024
AmountPer ShareAmountPer Share
Diluted earnings per common share$3,361$3.35$2,970$2.56
Adjustments(a)260.03960.08
Tax effect on adjustments(b)(6)(0.01)(24)(0.02)
Return from preferred shareholders(c)(593)(0.59)——
EPS-diluted-adjusted$2,789$2.78$3,042$2.62

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders 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.

(c)This adjustment consists of a return from the preferred shareholders related to the redemption of Cruise preferred shares from noncontrolling interest holders in the three months ended March 31, 2025.

The following table reconciles our effective tax rate to ETR-adjusted:

Three Months Ended
March 31, 2025March 31, 2024
Income before income taxesIncome tax expense (benefit)Effective tax rateIncome before income taxesIncome tax expense (benefit)Effective tax rate
Effective tax rate$3,572$71920.1%$3,715$76220.5%
Adjustments(a)2669624
ETR-adjusted$3,598$72520.1%$3,811$78620.6%

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders 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 (loss) 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
March 31, 2025March 31, 2024
Net income attributable to stockholders$5.8$10.7
Average equity(a)$67.9$71.1
ROE8.6%15.1%

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

Four Quarters Ended
March 31, 2025March 31, 2024
EBIT-adjusted(a)$14.6$12.4
Average equity(b)$67.9$71.1
Add: Average automotive debt and interest liabilities (excluding finance leases)16.016.2
Add: Average automotive net pension & OPEB liability9.18.7
Less: Average automotive and other net income tax asset(22.7)(21.6)
ROIC-adjusted average net assets$70.2$74.5
ROIC-adjusted20.7%16.7%

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders 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 experiences in response to increased competition and changing consumer needs and preferences; (2) our ability to attract and retain talented and highly skilled employees; (3) our ability to timely fund and introduce new and improved vehicle models, including EVs, that are able to attract a sufficient number of consumers; (4) our ability to profitably deliver a strategic portfolio of EVs; (5) adoptions of EVs by consumers; (6) the success of our current line of ICE vehicles, particularly our full-size SUVs and full-size pickup trucks; (7) 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; (8) the unique technological, operational, regulatory and competitive risks related to our refocused AV strategy on personal vehicles; (9) risks associated with climate change, including increased regulation of GHG emissions, our transition to EVs and the potential increased impacts of severe weather events; (10) global automobile market sales volume, which can be volatile; (11) 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; (12) our business in China, which is subject to unique operational, competitive, regulatory and economic risks; (13) 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; (14) the international scale and footprint of our operations, which expose 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, introduction of new or changes to announced tariffs directly and indirectly applicable to our industry, 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; (15) any significant disruption, including any work stoppages, at any of our manufacturing facilities; (16) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules; (17) pandemics, epidemics, disease outbreaks and other public health crises; (18) 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; (19) our ability to manage risks related to security breaches, cyberattacks and other disruptions to our information technology systems and networked products, including connected vehicles; (20) our ability to

GENERAL MOTORS COMPANY AND SUBSIDIARIES

manage security breaches and other disruptions to our in-vehicle systems; (21) 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; (22) 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; (23) costs and risks associated with litigation and government investigations; (24) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; (25) any additional tax expense or exposure or failure to fully realize available tax incentives; (26) our continued ability to develop captive financing capability through GM Financial; and (27) any significant increase in our pension funding requirements. A further discussion of these risks, uncertainties and other factors can be found in Part I, Item 1A. Risk Factors of our 2024 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.


Previous: Item 1. Condensed Consolidated Financial Statements · Next: Item 3. Quantitative and Qualitative Disclosures About Market Risk