UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC ~~20549-1004~~20549

Form 10-Q



þ☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2022



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)



~~STATE OF DELAWARE~~	~~27-0756180~~
~~(State or other jurisdiction of~~ ~~incorporation or organization)~~	~~(I.R.S. Employer~~ ~~Identification No.)~~

~~300 Renaissance Center, Detroit, Michigan~~	~~48265-3000~~
~~(Address of principal executive offices)~~	~~(Zip Code)~~

Delaware

27-0756180

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

300 Renaissance Center,

Detroit,

Michigan

48265

-3000

(Address of principal executive offices)

(Zip Code)

(313) 667-1500

(Registrant’s telephone number, including area code)

~~Not applicable~~Securities registered pursuant to Section 12(b) of the Act:

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GM	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☑ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes þ☑ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ☑ Accelerated filer ¨☐Non-accelerated filer ¨☐ Smaller reporting company ¨ ☐Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No þ☑

As of ~~October 17, 2017 the number of~~April 13, 2022 there were 1,458,022,912 shares ~~outstanding~~ of common stock ~~was 1,420,407,560 shares.~~outstanding.

INDEX


							Page
PART I
Item 1.			Condensed Consolidated Financial Statements				1
			Condensed Consolidated Income Statements (Unaudited)				1
			Condensed Consolidated Statements of Comprehensive Income (Unaudited)				1
			Condensed Consolidated Balance Sheets (Unaudited)				2
			Condensed Consolidated Statements of Cash Flows (Unaudited)				3
			Condensed Consolidated Statements of Equity (Unaudited)				4
			Notes to Condensed Consolidated Financial Statements				5
			Note 1.		Nature of Operations and Basis of Presentation		5
			Note 2.		Significant Accounting Policies		5
			Note 3.		Revenue		6
			Note 4.		Marketable and Other Securities		7
			Note 5.		GM Financial Receivables and Transactions		8
			Note 6.		Inventories		11
			Note 7.		Equipment on Operating Leases		11
			Note 8.		Equity in Net Assets of Nonconsolidated Affiliates		12
			Note 9.		Variable Interest Entities		12
			Note 10.		Debt		13
			Note 11.		Derivative Financial Instruments		14
			Note 12.		Product Warranty and Related Liabilities		16
			Note 13.		Pensions and Other Postretirement Benefits		16
			Note 14.		Commitments and Contingencies		17
			Note 15.		Income Taxes		19

						~~Page~~
~~PART I~~
~~Item 1.~~	~~Condensed Consolidated Financial Statements~~		1
	~~Condensed Consolidated Income Statements (Unaudited)~~		1
	~~Condensed Consolidated Statements of Comprehensive Income (Unaudited)~~		1
	~~Condensed Consolidated Balance Sheets (Unaudited)~~		2
	~~Condensed Consolidated Statements of Cash Flows (Unaudited)~~		3
	~~Condensed Consolidated Statements of Equity (Unaudited)~~		4
	~~Notes to Condensed Consolidated Financial Statements~~		5
	~~Note 1.~~	~~Nature of Operations and Basis of Presentation~~	5
	~~Note 2.~~	~~Discontinued Operations~~	6
	~~Note 3.~~	~~Marketable Securities~~	8
	~~Note 4.~~	~~GM Financial Receivables~~	10
	~~Note 5.~~	~~Inventories~~	11
	~~Note 6.~~	~~Equipment on Operating Leases~~	11
	~~Note 7.~~	~~Equity in Net Assets of Nonconsolidated Affiliates~~	12
	~~Note 8.~~	~~Variable Interest Entities~~	12
	~~Note 9.~~	~~Automotive and GM Financial Debt~~	13
	~~Note 10.~~	~~Derivative Financial Instruments~~	14
	~~Note 11.~~	~~Product Warranty and Related Liabilities~~	15
	~~Note 12.~~	~~Pensions and Other Postretirement Benefits~~	16
	~~Note 13.~~	~~Commitments and Contingencies~~	16
	~~Note 14.~~	~~Income Taxes~~	21
	~~Note 15.~~	~~Restructuring and Other Initiatives~~	21
	Note 16.	Stockholders' Equity and Noncontrolling Interests		2219
			Note 17.		Earnings Per Share		2321

			Note 18.		~~Acquisition of Business~~Stock Incentive Plans		2321
			Note 19.		Segment Reporting		2422

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations				2724
Item 3.			Quantitative and Qualitative Disclosures About Market Risk				4740
Item 4.			Controls and Procedures				4740
PART II
Item 1.			Legal Proceedings				4841
Item 1A.			Risk Factors				4841
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds				4842
Item 6.			Exhibits				4943
Signature							5044

During the three months ended September 30, 2017 we closed the sale of the Opel and Vauxhall business and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot, S.A. (PSA Group). The Opel/Vauxhall Business and our European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) are presented as discontinued operations in our condensed consolidated financial statements for all periods presented. The transfer of the Fincos is expected to close by the end of the year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions. The assets and liabilities of the Fincos are presented as held for sale as of September 30, 2017, and the assets and liabilities of the European Business are presented as held for sale as of December 31, 2016 in our condensed consolidated financial statements.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

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

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net sales and revenue
Automotive $ 30,466
$ 36,530
$ 98,983
$ 102,862
GM Financial 3,157
2,359
8,890
6,426
Total net sales and revenue 33,623
38,889
107,873
109,288
Costs and expenses
Automotive cost of sales 26,511
31,139
85,161
87,761
GM Financial interest, operating and other expenses 2,892
2,202
8,133
5,938
Automotive selling, general and administrative expense 2,304
2,400
7,141
7,378
Total costs and expenses 31,707
35,741
100,435
101,077
Operating income 1,916
3,148
7,438
8,211
Automotive interest expense 151
145
430
413
Interest income and other non-operating income, net 165
109
277
295
Equity income (Note 7) 500
497
1,585
1,717
Income before income taxes 2,430
3,609
8,870
9,810
Income tax expense (Note 14) 2,316
902
3,637
2,436
Income from continuing operations 114
2,707
5,233
7,374
Income (loss) from discontinued operations, net of tax (Note 2) (3,096 ) 5
(3,935 ) 119
Net income (loss) (2,982 ) 2,712
1,298
7,493
Net (income) loss attributable to noncontrolling interests 1
61
(11 ) 99
Net income (loss) attributable to stockholders $ (2,981 ) $ 2,773
$ 1,287
$ 7,592

Net income (loss) attributable to common stockholders $ (2,983 ) $ 2,773
$ 1,285
$ 7,592

Earnings per share (Note 17)
Basic earnings per common share – continuing operations $ 0.08
$ 1.79
$ 3.52
$ 4.83
Basic earnings (loss) per common share – discontinued operations $ (2.14 ) $ —
$ (2.65 ) $ 0.07
Basic earnings (loss) per common share $ (2.06 ) $ 1.79
$ 0.87
$ 4.90
Weighted-average common shares outstanding – basic 1,445
1,550
1,483
1,548

Diluted earnings per common share – continuing operations
$ 0.08
$ 1.76
$ 3.46
$ 4.73
Diluted earnings (loss) per common share – discontinued operations $ (2.11 ) $ —
$ (2.61 ) $ 0.08
Diluted earnings (loss) per common share $ (2.03 ) $ 1.76
$ 0.85
$ 4.81
Weighted-average common shares outstanding – diluted 1,472
1,574
1,507
1,578

Dividends declared per common share $ 0.38
$ 0.38
$ 1.14
$ 1.14


	Three Months Ended
		March 31, 2022		March 31, 2021
Net sales and revenue
Automotive		$	32,824	$	29,067
GM Financial		3,155		3,407
Total net sales and revenue (Note 3)		35,979		32,474
Costs and expenses
Automotive and other cost of sales		29,353		25,115
GM Financial interest, operating and other expenses		1,926		2,279
Automotive and other selling, general and administrative expense		2,504		1,803

Total costs and expenses		33,783		29,197
Operating income (loss)		2,196		3,277
Automotive interest expense		226		250
Interest income and other non-operating income, net		517		799

Equity income (loss) (Note 8)		292		365
Income (loss) before income taxes		2,779		4,191
Income tax expense (benefit) (Note 15)		(28)		1,177


Net income (loss)		2,807		3,014
Net loss (income) attributable to noncontrolling interests		131		8
Net income (loss) attributable to stockholders		$	2,939	$	3,022

Net income (loss) attributable to common stockholders		$	1,987	$	2,976

Earnings per share (Note 17)

Basic earnings per common share		$	1.36	$	2.06
Weighted-average common shares outstanding – basic		1,458		1,447


Diluted earnings per common share		$	1.35	$	2.03
Weighted-average common shares outstanding – diluted		1,470		1,464

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


	Three Months Ended
		March 31, 2022		March 31, 2021
Net income (loss)		$	2,807	$	3,014
Other comprehensive income (loss), net of tax (Note 16)
Foreign currency translation adjustments and other		340		(5)
Defined benefit plans		103		160
Other comprehensive income (loss), net of tax		442		155
Comprehensive income (loss)		3,250		3,169
Comprehensive income (loss) attributable to noncontrolling interests		145		15
Comprehensive income (loss) attributable to stockholders		$	3,394	$	3,184

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net income (loss) $ (2,982 ) $ 2,712
$ 1,298
$ 7,493
Other comprehensive income (loss), net of tax (Note 16)
Foreign currency translation adjustments and other 371
(92 ) 572
(27 )
Defined benefit plans 1,213
30
973
79
Other comprehensive income (loss), net of tax 1,584
(62 ) 1,545
52
Comprehensive income (loss) (1,398 ) 2,650
2,843
7,545
Comprehensive (income) loss attributable to noncontrolling interests 3
75
(9 ) 130
Comprehensive income (loss) attributable to stockholders $ (1,395 ) $ 2,725
$ 2,834
$ 7,675

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	March 31, 2022		December 31, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	16,349	$	20,067
Marketable debt securities (Note 4)	9,907		8,609

Accounts and notes receivable, net of allowance of $205 and $192	11,946		7,394
GM Financial receivables, net of allowance of $761 and $703 (Note 5; Note 9 at VIEs)	28,440		26,649
Inventories (Note 6)	14,838		12,988

Other current assets (Note 4; Note 9 at VIEs)	7,113		6,396
Total current assets	88,594		82,103
Non-current Assets

GM Financial receivables, net of allowance of $1,167 and $1,183 (Note 5; Note 9 at VIEs)	36,408		36,167
Equity in net assets of nonconsolidated affiliates (Note 8)	10,402		9,677
Property, net	41,708		41,115
Goodwill and intangible assets, net	5,058		5,087
Equipment on operating leases, net (Note 7; Note 9 at VIEs)	36,581		37,929
Deferred income taxes	21,287		21,152
Other assets (Note 4; Note 9 at VIEs)	11,454		11,488
Total non-current assets	162,898		162,615
Total Assets	$	251,492	$	244,718

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	25,240	$	20,391
Short-term debt and current portion of long-term debt (Note 10)
Automotive	737		463
GM Financial (Note 9 at VIEs)	32,300		33,257
Accrued liabilities	21,277		20,297
Total current liabilities	79,555		74,408
Non-current Liabilities
Long-term debt (Note 10)
Automotive	16,155		16,355
GM Financial (Note 9 at VIEs)	60,613		59,304
Postretirement benefits other than pensions (Note 13)	5,722		5,743
Pensions (Note 13)	7,782		8,008
Other liabilities	14,601		15,085
Total non-current liabilities	104,873		104,495
Total Liabilities	184,429		178,903
Commitments and contingencies (Note 14)	0		0
Noncontrolling Interest - Cruise Stock Incentive Awards (Note 18)	289		—
Equity (Note 16)
Common stock, $0.01 par value	15		15
Additional paid-in capital	27,015		27,061
Retained earnings	43,879		41,937
Accumulated other comprehensive loss	(8,814)		(9,269)
Total stockholders’ equity	62,095		59,744
Noncontrolling interests	4,679		6,071
Total Equity	66,774		65,815
Total Liabilities and Equity	$	251,492	$	244,718

September 30, 2017 December 31, 2016
ASSETS
Current Assets
Cash and cash equivalents $ 12,792
$ 12,574
Marketable securities (Note 3) 8,454
11,841
Accounts and notes receivable, net 10,013
8,700
GM Financial receivables, net (Note 4; Note 8 at VIEs) 19,399
16,127
Inventories (Note 5) 11,789
11,040
Equipment on operating leases, net (Note 6) 1,632
1,110
Other current assets (Note 8 at VIEs) 4,909
3,633
Current assets held for sale (Note 2) 7,630
11,178
Total current assets 76,618
76,203
Non-current Assets
GM Financial receivables, net (Note 4; Note 8 at VIEs) 21,021
17,001
Equity in net assets of nonconsolidated affiliates (Note 7) 8,820
8,996
Property, net 35,178
32,603
Goodwill and intangible assets, net 5,854
6,149
Equipment on operating leases, net (Note 6; Note 8 at VIEs) 41,775
34,342
Deferred income taxes 30,723
33,172
Other assets (Note 8 at VIEs) 5,005
3,849
Non-current assets held for sale (Note 2) 4,508
9,375
Total non-current assets 152,884
145,487
Total Assets $ 229,502
$ 221,690

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade) $ 23,265
$ 23,333
Short-term debt and current portion of long-term debt (Note 9)
Automotive 1,127
1,060
GM Financial (Note 8 at VIEs) 24,480
22,737
Accrued liabilities 26,603
25,893
Current liabilities held for sale (Note 2) 6,374
12,158
Total current liabilities 81,849
85,181
Non-current Liabilities
Long-term debt (Note 9)
Automotive 12,508
9,500
GM Financial (Note 8 at VIEs) 54,558
41,826
Postretirement benefits other than pensions (Note 12) 5,758
5,803
Pensions (Note 12) 14,119
15,264
Other liabilities 12,743
12,415
Non-current liabilities held for sale (Note 2) 4,490
7,626
Total non-current liabilities 104,176
92,434
Total Liabilities 186,025
177,615
Commitments and contingencies (Note 13)

Equity (Note 16)
Common stock, $0.01 par value 14
15
Additional paid-in capital 25,782
26,983
Retained earnings 24,230
26,168
Accumulated other comprehensive loss (7,783 ) (9,330 )
Total stockholders’ equity 42,243
43,836
Noncontrolling interests 1,234
239
Total Equity 43,477
44,075
Total Liabilities and Equity $ 229,502
$ 221,690

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


	Three Months Ended
	March 31, 2022		March 31, 2021
Cash flows from operating activities
Net income (loss)	$	2,807	$	3,014
Depreciation and impairment of Equipment on operating leases, net	1,223		1,653
Depreciation, amortization and impairment charges on Property, net	1,668		1,362
Foreign currency remeasurement and transaction (gains) losses	56		(73)

Undistributed (earnings) loss of nonconsolidated affiliates, net	(274)		(349)
Pension contributions and OPEB payments	(213)		(222)
Pension and OPEB income, net	(300)		(397)

Provision (benefit) for deferred taxes	(81)		1,085
Change in other operating assets and liabilities	(2,784)		(4,807)




Net cash provided by (used in) operating activities	2,104		1,266
Cash flows from investing activities
Expenditures for property	(1,661)		(878)
Available-for-sale marketable securities, acquisitions	(3,451)		(2,366)

Available-for-sale marketable securities, liquidations	1,960		3,632






Purchases of finance receivables, net	(8,189)		(8,173)
Principal collections and recoveries on finance receivables	6,845		6,085
Purchases of leased vehicles, net	(2,990)		(6,113)
Proceeds from termination of leased vehicles	3,732		4,919
Other investing activities	(154)		(90)


Net cash provided by (used in) investing activities	(3,909)		(2,984)
Cash flows from financing activities
Net increase (decrease) in short-term debt	722		1,543
Proceeds from issuance of debt (original maturities greater than three months)	10,685		13,350
Payments on debt (original maturities greater than three months)	(10,827)		(12,702)
Issuance (redemptions) of subsidiary preferred stock (Note 16)	(2,124)		1,537
Dividends paid	(73)		(76)
Other financing activities	(235)		(35)


Net cash provided by (used in) financing activities	(1,852)		3,617
Effect of exchange rate changes on cash, cash equivalents and restricted cash	93		(140)
Net increase (decrease) in cash, cash equivalents and restricted cash	(3,564)		1,759
Cash, cash equivalents and restricted cash at beginning of period	23,542		23,117
Cash, cash equivalents and restricted cash at end of period	$	19,978	$	24,876








Significant Non-cash Investing and Financing Activity
Non-cash property additions	$	1,931	$	1,710

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

Amounts may not add due to rounding.

Nine Months Ended
September 30, 2017 September 30, 2016
Cash flows from operating activities
Income from continuing operations $ 5,233
$ 7,374
Depreciation, amortization and impairment charges 9,084
7,125
Foreign currency remeasurement and transaction (gains) losses (12 ) 143
Undistributed earnings of nonconsolidated affiliates, net 370
400
Pension contributions and OPEB payments (1,109 ) (3,097 )
Pension and OPEB income, net (646 ) (587 )
Provision for deferred taxes 3,517
2,194
Change in other operating assets and liabilities (6,061 ) (1,271 )
Net cash provided by operating activities – continuing operations
10,376
12,281
Net cash provided by operating activities – discontinued operations
64
308
Net cash provided by operating activities 10,440
12,589
Cash flows from investing activities

Expenditures for property (6,353 ) (6,102 )
Available-for-sale marketable securities, acquisitions (4,499 ) (8,613 )
Trading marketable securities, acquisitions —
(249 )
Available-for-sale marketable securities, liquidations 7,901
8,090
Trading marketable securities, liquidations —
846
Acquisition of companies/investments, net of cash acquired (5 ) (802 )
Purchases of finance receivables, net (15,134 ) (10,389 )
Principal collections and recoveries on finance receivables 9,363
7,368
Purchases of leased vehicles, net (14,809 ) (14,959 )
Proceeds from termination of leased vehicles 4,649
1,799
Other investing activities 98
200
Net cash used in investing activities – continuing operations
(18,789 ) (22,811 )
Net cash used in investing activities – discontinued operations (Note 2)
(3,972 ) (1,188 )
Net cash used in investing activities (22,761 ) (23,999 )
Cash flows from financing activities

Net decrease in short-term debt (374 ) (289 )
Proceeds from issuance of debt (original maturities greater than three months) 43,048
30,598
Payments on debt (original maturities greater than three months) (26,034 ) (15,294 )
Payments to purchase common stock (2,994 ) (1,501 )
Proceeds from issuance of GM Financial preferred stock 985
—
Dividends paid (1,701 ) (1,782 )
Other financing activities (271 ) (172 )
Net cash provided by financing activities – continuing operations 12,659
11,560
Net cash provided by financing activities – discontinued operations 20
585
Net cash provided by financing activities 12,679
12,145
Effect of exchange rate changes on cash, cash equivalents and restricted cash 362
52
Net increase in cash, cash equivalents and restricted cash 720
787
Cash, cash equivalents and restricted cash at beginning of period 15,160
17,332
Cash, cash equivalents and restricted cash at end of period $ 15,880
$ 18,119

Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 3) $ 15,315
$ 17,392
Cash, cash equivalents and restricted cash – discontinued operations at end of period $ 565
$ 727
Significant Non-cash Investing and Financing Activity
Non-cash property additions – continuing operations $ 3,833
$ 3,841
Non-cash property additions – discontinued operations $ —
$ 847
Non-cash business acquisition – continuing operations (Note 18) $ —
$ 290
Non-cash proceeds on sale of discontinued operations (Note 2) $ 808
$ —

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)


	Common Stockholders’								Noncontrolling Interests		Total Equity (Permanent Equity)		Noncontrolling Interest Cruise Stock Incentive Awards (Temporary Equity)
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss
Balance at January 1, 2021	$	14	$	26,542	$	31,962	$	(13,488)	$	4,647	$	49,677	$	—

Net income (loss)	—		—		3,022		—		(8)		3,014		—
Other comprehensive income (loss)	—		—		—		162		(7)		155		—

Issuance (redemption) of subsidiary preferred stock (Note 16)	—		—		—		—		1,537		1,537		—


Stock based compensation	—		132		—		—		—		132		—

Dividends to noncontrolling interests	—		—		—		—		(61)		(61)		—
Other	—		(7)		4		—		(8)		(11)		—
Balance at March 31, 2021	$	14	$	26,667	$	34,988	$	(13,326)	$	6,100	$	54,443	$	—

















Balance at January 1, 2022	$	15	$	27,061	$	41,937	$	(9,269)	$	6,071	$	65,815	$	—

Net income (loss)	—		—		2,939		—		(131)		2,807		—
Other comprehensive income (loss)	—		—		—		456		(13)		442		—
Issuance (redemption) of subsidiary preferred stock (Note 16)	—		—		(909)		—		(1,215)		(2,124)		—



Stock based compensation	—		(31)		(1)		—		—		(32)		289

Dividends to noncontrolling interests	—		—		(12)		—		(1)		(14)		—
Other	—		(15)		(74)		—		(31)		(120)		—
Balance at March 31, 2022	$	15	$	27,015	$	43,879	$	(8,814)	$	4,679	$	66,774	$	289

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

Amounts may not add due to rounding.

Table of Contents

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~(In millions) (Unaudited)~~

Common Stockholders’ Noncontrolling Interests Total Equity
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss
Balance at January 1, 2016 $ 15
$ 27,607
$ 20,285
$ (8,036 ) $ 452
$ 40,323
Net income —
—
7,592
—
(99 ) 7,493
Other comprehensive income —
—
—
83
(31 ) 52
Issuance of common stock —
290
—
—
—
290
Purchase of common stock —
(820 ) (681 ) —
—
(1,501 )
Exercise of common stock warrants —
59
—
—
—
59
Stock based compensation —
105
(16 ) —
—
89
Cash dividends paid on common stock —
—
(1,763 ) —
—
(1,763 )
Dividends to noncontrolling interests —
—
—
—
(25 ) (25 )
Other —
—
—
—
(2 ) (2 )
Balance at September 30, 2016 $ 15
$ 27,241
$ 25,417
$ (7,953 ) $ 295
$ 45,015

Balance at January 1, 2017 $ 15
$ 26,983
$ 26,168
$ (9,330 ) $ 239
$ 44,075
Net income —
—
1,287
—
11
1,298
Other comprehensive income —
—
—
1,547
(2 ) 1,545
Purchase of common stock (1 ) (1,476 ) (1,517 ) —
—
(2,994 )
Exercise of common stock warrants —
42
—
—
—
42
Issuance of GM Financial preferred stock —
—
—
—
985
985
Stock based compensation —
293
(25 ) —
—
268
Cash dividends paid on common stock —
—
(1,683 ) —
—
(1,683 )
Dividends to noncontrolling interests —
—
—
—
(18 ) (18 )
Other —
(60 ) —
—
19
(41 )
Balance at September 30, 2017 $ 14
$ 25,782
$ 24,230
$ (7,783 ) $ 1,234
$ 43,477

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

~~Table of Contents~~

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

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

On July 31, 2017 we closed the sale of the Opel and Vauxhall business and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot S.A. (PSA Group). Both the Opel/Vauxhall Business and our European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) are presented as discontinued operations in ourThe condensed consolidated financial statements ~~for all periods presented. The assets and liabilities of the Fincos~~ are presented as held for sale as of September 30, 2017, and the assets and liabilities of the European Business are presented as held for sale as of December 31, 2016 in our condensed consolidated financial statements. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to our continuing operations. Refer to Note 2 for additional details regarding the disposal of the Opel/Vauxhall Business and the planned disposals of the Fincos.

~~The accompanying condensed consolidated financial statements have been~~ prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The ~~accompanying~~ condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our ~~2016~~2021 Form 10-K. 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.

~~In May 2014 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which requires us~~Principles of Consolidation We consolidate entities that we control due to ~~recognize revenue when~~ownership of a ~~customer obtains control rather than~~majority voting interest and we consolidate variable interest entities (VIEs) when we ~~have transferred substantially all risks~~are the primary beneficiary. All intercompany balances and ~~rewards~~transactions are eliminated in consolidation. Our share of ~~a good~~earnings or ~~service and requires expanded disclosures. ASU 2014-09, as amended,~~losses of nonconsolidated affiliates is effective for us beginning January 1, 2018. ASU 2014-09 will affect the amount and timing of certain revenue related transactions primarily resulting from the earlier recognition of certain sales incentives and fixed fee license arrangements. Upon adoption of ASU 2014-09 sales incentives will be recorded at the time of sale rather than at the later of sale or announcement and fixed fee license arrangements will be recognized when the customer is granted access to intellectual property instead of over the contract period. Certain transactions with daily rental car companies may also qualify to be accounted for as a sale as opposed to the current accounting as an operating lease. We expect to adopt the provisions of ASU 2014-09 on a modified retrospective basis through a cumulative adjustment to equity. Upon adoption of ASU 2014-09 we estimate a reduction to Equity of up to $1.0 billion. This estimate is subject to change as a result of future changesincluded in ~~market conditions, incentive program offerings, and dealer inventory levels. We continue to assess the overall impact the adoption of ASU 2014-09 will have on~~ our consolidated ~~financial statements and are continuing to test and refine our processes designed to comply with ASU 2014-09 to permit adoption by January 1, 2018.~~

In January 2016 the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for underoperating results using the equity method of accounting when we are able to exercise significant influence over the operating and financial decisions of the affiliate.

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

Note 2. Significant Accounting Policies

The information presented on Stock Incentive Plans updates our Significant Accounting Policies information presented in our 2021 Form 10-K to reflect the effect of modifications made to Cruise stock incentive awards during the three months ended March 31, 2022. Refer to Note 18 to our condensed consolidated financial statements for additional information on the modifications made.

Stock Incentive Plans Our stock incentive plans include Restricted Stock Units (RSUs), Restricted Stock Awards (RSAs), Performance Stock Units (PSUs), stock options and awards that may be ~~measured at~~settled in our stock, the stock of our subsidiaries or in cash. We measure and record compensation expense based on the fair value ~~with changes recognized~~of GM or Cruise's common stock on the date of grant for RSUs, RSAs and PSUs and the grant date fair value, determined utilizing a lattice model or the Black-Scholes formula for stock options and PSUs. We record compensation cost for service-based RSUs, RSAs, PSUs and service-based stock options on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period. In March 2022, all outstanding RSUs that settle in ~~net income and~~Cruise’s common stock were modified to remove the liquidity vesting condition. Prospectively, RSUs that will settle in Cruise’s common stock will solely vest upon satisfaction of a service condition. Compensation cost for awards that do not have an established accounting grant date, but for which ~~updates certain presentation and disclosure requirements. ASU 2016-01~~the service inception date has been established, or are settled in cash is ~~effective for us beginning January 1, 2018 and requires a cumulative-effect adjustment for certain items upon adoption. At September 30, 2017~~based generally on the ~~carrying~~fair value of ~~equity investments that are not accounted for under~~GM or Cruise's common stock at the ~~equity method~~end of ~~accounting totaled approximately $500 million and unrealized gains or losses were insignificant. We do not believe~~each reporting period. Compensation cost is also recorded on stock issued to settle awards based on the ~~adoption~~fair value of ~~ASU 2016-01 will be material to our consolidated financial statements.~~

In March 2017 the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which requiresCruise's common stock until such time that the ~~service~~stock has been issued for more than six months. We use the graded vesting method to record compensation cost ~~component~~for stock options with market conditions over the lesser of ~~net periodic pension and other postretirement benefits (OPEB) (income) expense be presented in~~ the ~~same income statement line item as other~~vesting period or the time period an employee ~~compensation costs, while~~becomes eligible to retain the ~~remaining components of net periodic pension and OPEB (income) expense are to be presented outside operating income. ASU 2017-07 is effective for us on a retrospective basis beginning~~award at retirement.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

~~January 1, 2018~~Accounting Standards Not Yet Adopted In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and will result in the reclassification of non-service cost components from primarily Automotive cost of sales to Interest income and other non-operating income, net. We expect a resulting decrease to Operating income and an increase to Interest income and other non-operating income, net of approximately $1.3 billion for the year ended December 31, 2016.

~~In August 2017 the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities"~~Vintage Disclosures" (ASU ~~2017-12)~~2022-02), which ~~simplifies~~eliminates the ~~application~~accounting guidance for troubled debt restructurings (TDRs) by creditors that have adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of ~~hedge accounting~~Credit Losses on Financial Instruments" and more closely aligns hedge accounting with companies' risk management strategies thereby making more hedging strategies eligible for hedge accounting. Unlike current guidance, ASU 2017-12 permits hedge accounting for specific risks in hedging relationships involving nonfinancial risk and interest rate risk. ASU 2017-12 is effective for us beginning January 1, 2019, with early adoption permitted. ASU 2017-12 requires a cumulative-effect adjustment forenhances certain ~~items upon adoption. We are currently evaluating the impact the~~disclosure requirements. The adoption of ASU ~~2017-12 will have on our consolidated financial statements. The simplifications to the application of hedge accounting may result in the future expansion of our use of hedge accounting.~~

~~Note 2. Discontinued Operations~~

On March 5, 2017 we entered into a Master Agreement (the Agreement) to sell our European Business to PSA Group for net consideration with an estimated value of approximately $2.5 billion. On July 31, 2017 we closed the sale of our Opel/Vauxhall Business to PSA Group. The transfer of the Fincos is expected to close by the end of the year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions.

The net consideration paid at closing for the Opel/Vauxhall Business was $1.4 billion, consisting of (1) $1.1 billion in cash; and (2) $808 million in warrants in PSA Group; partially offset by (3) the $478 million de-risking premium payment made to PSA Group for assuming certain underfunded pension liabilities. The warrants are not exercisable for five years and do not include any governance or voting rights with respect to PSA Group. In addition, we agreed to sell the shares of PSA Group received upon exercise of the warrants within 35 days after exercise. The net consideration to be paid for the Fincos will be 0.8 times their book value at closing, which we estimate will be approximately $1.1 billion based on exchange rates at September 30, 2017, subject to foreign currency fluctuations. The purchase price is subject to certain working capital adjustments as provided in the Agreement.

~~The total charge from the sale of the European Business~~2022-02 is expected to be ~~approximately $6.3 billion, net~~insignificant.

Note 3. Revenue

The following table disaggregates our revenue by major source:



	Three Months Ended March 31, 2022
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Vehicle, parts and accessories	$	28,572	$	3,014	$	5	$	31,591	$	—	$	—	$	—	$	31,591
Used vehicles	75		5		—		80		—		—		—		80
Services and other	809		295		48		1,152		26		—		(25)		1,153
Automotive net sales and revenue	29,456		3,313		53		32,823		26		—		(25)		32,824
Leased vehicle income	—		—		—		—		—		2,066		—		2,066
Finance charge income	—		—		—		—		—		1,010		—		1,010
Other income	—		—		—		—		—		80		(1)		79
GM Financial net sales and revenue	—		—		—		—		—		3,156		(1)		3,155
Net sales and revenue	$	29,456	$	3,313	$	53	$	32,823	$	26	$	3,156	$	(26)	$	35,979



	Three Months Ended March 31, 2021
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total
Vehicle, parts and accessories	$	24,920	$	2,801	$	—	$	27,721	$	—	$	—	$	—	$	27,721
Used vehicles	228		13		—		241		—		—		—		241
Services and other	809		272		19		1,100		30		—		(25)		1,105
Automotive net sales and revenue	25,957		3,086		19		29,062		30		—		(25)		29,067
Leased vehicle income	—		—		—		—		—		2,321		—		2,321
Finance charge income	—		—		—		—		—		1,016		—		1,016
Other income	—		—		—		—		—		70		—		70
GM Financial net sales and revenue	—		—		—		—		—		3,407		—		3,407
Net sales and revenue	$	25,957	$	3,086	$	19	$	29,062	$	30	$	3,407	$	(25)	$	32,474

Revenue is measured as the amount of ~~tax. During~~consideration we expect to receive in exchange for transferring goods or providing services. Adjustments to sales incentives for previously recognized sales increased revenue by an insignificant amount in the three months ended ~~September 30, 2017 the Company recorded a charge~~March 31, 2022 and 2021.

Contract liabilities in our Automotive segments primarily consist of ~~$5.4~~maintenance, extended warranty and other service contracts of $2.8 billion and $2.5 billion at March 31, 2022 and December 31, 2021, which are included in Accrued liabilities and Other liabilities. We recognized revenue of ~~which $3.1 billion is recorded in Income (loss) from discontinued operations, net of tax~~$444 million and $2.3 billion is recorded in Income tax expense, as a result of the sale of the Opel/Vauxhall Business. The charge relates to: (1) $4.3 billion of deferred tax assets that will no longer be realizable or that transferred to PSA Group; (2) $1.5 billion related to previously deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; and (3) other net charges primarily$395 million related to contract cancellations, working capital adjustments and certain transitional services and other costs to support the separation of operations to be provided for a period of time following closing; partially offset by proceeds. Duringliabilities in the three months ended June 30, 2017 we recognized, on a pre-tax basis, a charge of $836 million in Income (loss) from discontinued operations consisting of (1) a charge of $421 million for the cancellation of production programs resulting from the convergence of vehicle platforms between the European BusinessMarch 31, 2022 and ~~PSA Group; (2) a disposal loss of $324 million as a result of the Fincos being classified as held for sale; and (3) other insignificant charges.~~2021. We expect to ~~record a disposal loss~~recognize revenue of ~~approximately $300 million upon sale of the Fincos.~~

~~Our wholly-owned subsidiary (the Seller) has agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included~~$1.1 billion in the ~~Agreement~~nine months ending December 31, 2022 and ~~for certain other liabilities, including emissions~~$577 million, $354 million and product liabilities. The Company has entered into a guarantee for the benefit of PSA Group and pursuant to which the Company has agreed to guarantee the Seller's obligation to indemnify PSA Group for certain losses resulting from any inaccuracy of certain representations and warranties or breaches of our covenants$731 million in the ~~Agreement~~years ending December 31, 2023, 2024 and ~~for certain other liabilities. Certain of these indemnification obligations are subject~~thereafter related to ~~time limitations, thresholds and/or caps as to the amount of required payments.~~

~~We retained net underfunded pension~~contract liabilities of $6.8 billion owed primarily to current pensioners and former employees of the European Business with vested pension rights. PSA Group assumed approximately $3.1 billion of net underfunded pension liabilities primarily with respect to active employees of the Opel/Vauxhall Business, and during the three months ended September 30, 2017 the Seller made payments to PSA Group, or one or more pension funding vehicles, of $3.4 billion in respect of these assumed liabilities, which includes pension funding payments for active employees and the de-risking premium payment of $478 million discussed above. At closing we drew upon our three-year unsecured revolving credit facility to fund these payments. We issued debt securities, as described in Note 9, thereafter to repay the amount drawn on our credit facility.

at March 31, 2022.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 4. Marketable and Other Securities

~~As part~~The following table summarizes the fair value of ~~the retained pension liabilities described above, we retained the United Kingdom defined benefit pension plans~~cash equivalents and marketable debt securities, which approximates cost:


	Fair Value Level	March 31, 2022		December 31, 2021
Cash and cash equivalents
Cash and time deposits		$	6,979	$	7,881
Available-for-sale debt securities
U.S. government and agencies	2	630		722
Corporate debt	2	4,439		5,321
Sovereign debt	2	1,186		2,105
Total available-for-sale debt securities – cash equivalents		6,255		8,148
Money market funds	1	3,114		4,038
Total cash and cash equivalents(a)		$	16,349	$	20,067
Marketable debt securities

U.S. government and agencies	2	$	2,844	$	2,071
Corporate debt	2	3,630		3,396
Mortgage and asset-backed	2	600		575
Sovereign debt	2	2,833		2,567
Total available-for-sale debt securities – marketable securities(b)		$	9,907	$	8,609
Restricted cash
Cash and cash equivalents		$	374	$	466
Money market funds	1	3,255		3,009
Total restricted cash		$	3,629	$	3,475

Available-for-sale debt securities included above with contractual maturities(c)
Due in one year or less		$	10,681
Due between one and five years		4,831
Total available-for-sale debt securities with contractual maturities		$	15,512

__________

(a)Includes $2.6 billion and $1.6 billion in ~~existence~~Cruise at ~~signing related to the Opel/Vauxhall Business, including responsibility for service cost accruals through the closing~~March 31, 2022 and December 31, 2021.

(b)Includes $1.5 billion in Cruise at March 31, 2022 and December 31, 2021.

(c)Excludes mortgage and asset-backed securities of $600 million at March 31, 2022 as these securities are not due at a single maturity date. ~~Those plans with active participants closed to future accrual as of July 30, 2017. Any future service cost accruals on and~~

Proceeds from ~~the closing date will be the responsibility of PSA Group.~~

We have agreed to purchase from and supply to PSA Group certain vehicles for a period of time following closing. During the three and nine months ended September 30, 2017 Total net sales and revenue from continuing operations include $362 million and purchases and expenses incurred by our continuing operations were insignificant related to transactions with the Opel/Vauxhall Business that would have been eliminated in consolidation prior to the sale of available-for-sale debt securities sold prior to maturity were $464 million and $504 million in the ~~Opel/Vauxhall Business. During the nine~~three months ended ~~September 30, 2017 cash payments~~March 31, 2022 and 2021. Net unrealized gains and losses on available-for-sale debt securities were insignificant in the three months ended March 31, 2022 and ~~cash receipts of $558 million~~2021. Cumulative unrealized gains and losses on available-for-sale debt securities were ~~recorded in Net cash provided by operating cash flows - continuing operations related to transactions with the Opel/Vauxhall Business.~~insignificant at March 31, 2022 and December 31, 2021.

~~The following tablesummarizes the results of the discontinued operations:~~

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Automotive net sales and revenue $ 1,553
$ 4,444
$ 11,257
$ 15,011
GM Financial net sales and revenue 147
132
414
418
Total net sales and revenue 1,700
4,576
11,671
15,429
Automotive cost of sales 1,583
4,279
11,049
14,287
GM Financial interest, operating and other expenses 99
104
301
317
Automotive selling, general, and administrative expense 134
324
813
1,011
Other income and (expense) items (74 ) 10
(72 ) 75
Loss from discontinued operations before taxes 190
121
564
111
Loss on sale of discontinued operations before taxes(a)(b) 1,150
—
1,986
—
Total loss from discontinued operations before taxes 1,340
121
2,550
111
Income tax expense (benefit)(b)(c) 1,756
(126 ) 1,385
(230 )
Income (loss) from discontinued operations, net of tax $ (3,096 ) $ 5
$ (3,935 ) $ 119

~~__________~~


~~(a)~~	~~Includes contract cancellation charges associated with the disposal in the nine months ended September 30, 2017.~~


~~(b)~~	~~Total loss on sale of discontinued operations, net of tax was $3.1 billion and $3.7 billion for the three and nine months ended September 30, 2017.~~


~~(c)~~	~~Includes $2.0 billion of deferred tax assets that transferred to PSA Group in the three and nine months ended September 30, 2017.~~

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

~~The following tablesummarizes the assets and liabilities of the Fincos at September 30, 2017 and the European Business at December 31, 2016:~~

September 30, 2017 December 31, 2016
Current Assets
Cash and cash equivalents $ 242
$ 386
Accounts and notes receivable, net 65
938
GM Financial receivables, net 6,995
5,938
Inventories —
2,748
Equipment on operating leases, net —
786
Other current assets 328
382
Total current assets held for sale 7,630
11,178
Non-current Assets
GM Financial receivables, net 4,308
3,723
Property, net 65
3,217
Deferred income taxes 122
1,920
Other assets 13
515
Total non-current assets held for sale 4,508
9,375
Total Assets Held for Sale $ 12,138
$ 20,553

Current Liabilities
Accounts payable (principally trade) $ 178
$ 3,628
Short-term debt and current portion of long-term debt

Automotive —
107
GM Financial 6,014
5,124
Accrued liabilities 182
3,299
Total current liabilities held for sale 6,374
12,158
Non-current Liabilities
Long-term debt

Automotive —
85
GM Financial 4,327
4,189
Pensions 126
2,687
Other liabilities 37
665
Total non-current liabilities held for sale 4,490
7,626
Total Liabilities Held for Sale $ 10,864
$ 19,784

~~Note 3. Marketable Securities~~

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

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

Fair Value Level September 30, 2017 December 31, 2016
Cash and cash equivalents
Cash, cash equivalents and time deposits $ 6,124
$ 5,692
Available-for-sale securities
U.S. government and agencies 2 160
1,158
Corporate debt 2 1,770
2,524
Money market funds 1 2,983
1,801
Sovereign debt 2 1,755
1,399
Total available-for-sale securities – cash equivalents 6,668
6,882
Total cash and cash equivalents $ 12,792
$ 12,574
Marketable securities

U.S. government and agencies 2 $ 3,285
$ 5,886
Corporate debt 2 3,720
3,611
Mortgage and asset-backed 2 584
197
Sovereign debt 2 865
2,147
Total available-for-sale securities – marketable securities $ 8,454
$ 11,841
Restricted cash
Cash, cash equivalents and time deposits $ 199
$ 248
Available-for-sale securities, primarily money market funds 1 2,324
1,665
Total restricted cash $ 2,523
$ 1,913

Available-for-sale securities included above with contractual maturities(a)
Due in one year or less $ 6,417

Due between one and five years 5,138

Total available-for-sale securities with contractual maturities $ 11,555

~~__________~~


~~(a)~~	~~Excludes mortgage and asset-backed securities.~~

Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $3.7 billion and $1.6 billion in the three months ended September 30, 2017 and 2016 and $5.1 billion and $5.8 billion in the nine months ended September 30, 2017 and 2016. Net unrealized gains and losses on available-for-sale securities and realized gains and losses on trading securities were insignificant in the three and nine months ended September 30, 2017 and 2016. Cumulative unrealized gains and losses on available-for-sale securities were insignificant at September 30, 2017 and December 31, 2016.

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


	March 31, 2022
Cash and cash equivalents	$	16,349
Restricted cash included in Other current assets	3,127
Restricted cash included in Other assets	503
Total	$	19,978

Note 5. GM Financial Receivables and Transactions

September 30, 2017
Cash and cash equivalents $ 12,792
Restricted cash included in Other current assets 1,940
Restricted cash included in Other assets 583
Total $ 15,315


	March 31, 2022						December 31, 2021
	Retail		Commercial(a)		Total		Retail		Commercial(a)		Total


GM Financial receivables, net of fees	$	59,503	$	7,274	$	66,776	$	58,093	$	6,609	$	64,702
Less: allowance for loan losses	(1,884)		(44)		(1,928)		(1,839)		(47)		(1,886)
GM Financial receivables, net	$	57,618	$	7,230	$	64,848	$	56,254	$	6,562	$	62,816

Fair value of GM Financial receivables utilizing Level 2 inputs					$	7,230					$	6,562
Fair value of GM Financial receivables utilizing Level 3 inputs					$	57,774					$	57,613

__________

(a)Net of dealer cash management balances of $1.2 billion and $1.0 billion at March 31, 2022 and December 31, 2021. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.


	Three Months Ended
		March 31, 2022		March 31, 2021
Allowance for loan losses at beginning of period		$	1,886	$	1,978

Provision for loan losses		122		(26)
Charge-offs		(275)		(253)
Recoveries		177		150
Effect of foreign currency		18		(14)
Allowance for loan losses at end of period		$	1,928	$	1,835

Retail Finance Receivables GM Financial's retail finance receivable portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated summaries of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the retail finance receivables portfolio at March 31, 2022 and December 31, 2021:


	Year of Origination												March 31, 2022
	2022		2021		2020		2019		2018		Prior		Total		Percent
Prime – FICO score 680 and greater	$	6,019	$	17,792	$	11,121	$	3,540	$	1,912	$	655	$	41,039	69.0	%
Near-prime – FICO score 620 to 679	856		3,569		2,153		1,089		553		274		8,494		14.3	%
Sub-prime – FICO score less than 620	929		3,720		2,258		1,563		831		669		9,970		16.8	%
Retail finance receivables, net of fees	$	7,804	$	25,081	$	15,531	$	6,192	$	3,296	$	1,599	$	59,503	100.0	%

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)


	Year of Origination												December 31, 2021
	2021		2020		2019		2018		2017		Prior		Total		Percent
Prime – FICO score 680 and greater	$	19,729	$	12,408	$	4,078	$	2,298	$	763	$	143	$	39,419	67.9	%
Near-prime – FICO score 620 to 679	3,856		2,388		1,229		648		274		84		8,479		14.6	%
Sub-prime – FICO score less than 620	4,053		2,528		1,777		972		570		295		10,195		17.5	%
Retail finance receivables, net of fees	$	27,638	$	17,324	$	7,084	$	3,918	$	1,607	$	522	$	58,093	100.0	%

~~Note 4.~~

GM Financial ~~Receivables~~

September 30, 2017 December 31, 2016
Retail Commercial Total Retail Commercial Total
Finance receivables, collectively evaluated for impairment, net of fees $ 30,052
$ 9,119
$ 39,171
$ 24,480
$ 7,506
$ 31,986
Finance receivables, individually evaluated for impairment, net of fees 2,170
27
2,197
1,920
27
1,947
GM Financial receivables 32,222
9,146
41,368
26,400
7,533
33,933
Less: allowance for loan losses (899 ) (49 ) (948 ) (765 ) (40 ) (805 )
GM Financial receivables, net $ 31,323
$ 9,097
$ 40,420
$ 25,635
$ 7,493
$ 33,128

Fair value of GM Financial receivables $ 40,513
$ 33,181

~~We estimate~~reviews the fair value of retail finance receivables using observable and unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables. The projected cash flows are then discounted to derive the fair value of the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and therefore could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial finance receivables have variable interest rates. The carrying amount, a Level 2 input, is considered to be a reasonable estimate of fair value.

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Allowance for loan losses at beginning of period $ 893
$ 828
$ 805
$ 749
Provision for loan losses 204
167
573
501
Charge-offs (287 ) (284 ) (858 ) (826 )
Recoveries 135
128
420
403
Effect of foreign currency 3
(2 ) 8
10
Allowance for loan losses at end of period $ 948
$ 837
$ 948
$ 837

The allowance for loan losses on retail and commercial finance receivables included a collective allowance of $617 million and $525 million and a specific allowance of $331 million and $280 million at September 30, 2017 and December 31, 2016.

~~Retail Finance Receivables~~ We use proprietary scoring systems in the underwriting process that measure the credit quality of retail finance receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO scores or its equivalent) and contract characteristics. We also consider other factors such as employment history, financial stability and capacity to pay. Subsequent to origination we review theongoing credit quality of retail finance receivables based on customer payment activity. In North America, while we historically focused on consumers with lower than prime credit scores, we have expanded our prime lending programs. At September 30, 2017 and December 31, 2016, 39% and 48% of theA retail ~~finance receivables in North America were from consumers with sub-prime credit scores, which are defined as FICO scores or its equivalent of less than 620 at the time of loan origination.~~

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date ~~such~~the payment was contractually due. ~~At September 30, 2017~~Retail finance receivables are collateralized by vehicle titles and, ~~December 31, 2016~~subject to local laws, GM Financial generally has the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of ~~$797~~$527 million and ~~$798 million.~~$602 million at March 31, 2022 and December 31, 2021. The following ~~table summarizes~~tables are consolidated summaries of the ~~contractual amount~~delinquency status of ~~delinquent~~the outstanding amortized cost of retail finance receivables ~~which is not significantly different than the recorded investment~~for each vintage of the portfolio at March 31, 2022 and December 31, 2021, as well as summary totals for March 31, 2021:


	Year of Origination												March 31, 2022				March 31, 2021
	2022		2021		2020		2019		2018		Prior		Total		Percent		Total		Percent
0-to-30 days	$	7,788	$	24,672	$	15,197	$	5,934	$	3,139	$	1,448	$	58,179	97.8	%	$	52,367	98.1	%
31-to-60 days	15		298		246		192		119		113		983		1.7	%	741		1.4	%
Greater-than-60 days	—		95		79		59		34		34		302		0.5	%	257		0.5	%
Finance receivables more than 30 days delinquent	15		393		325		251		153		148		1,285		2.2	%	998		1.9	%
In repossession	—		16		9		7		3		3		39		0.1	%	32		—	%
Finance receivables more than 30 days delinquent or in repossession	15		409		334		258		157		150		1,324		2.2	%	1,030		1.9	%
Retail finance receivables, net of fees	$	7,804	$	25,081	$	15,531	$	6,192	$	3,296	$	1,599	$	59,503	100.0	%	$	53,397	100.0	%


	Year of Origination												December 31, 2021
	2021		2020		2019		2018		2017		Prior			Total		Percent
0-to-30 days	$	27,270	$	16,945	$	6,772	$	3,721	$	1,478	$	440		$	56,626	97.5	%
31-to-60 days	273		276		230		147		97		60			1,083		1.8	%
Greater-than-60 days	83		93		76		46		30		21			349		0.6	%
Finance receivables more than 30 days delinquent	356		369		306		193		127		81			1,432		2.4	%
In repossession	12		10		6		4		2		1			35		0.1	%
Finance receivables more than 30 days delinquent or in repossession	368		379		312		197		129		82			1,467		2.5	%
Retail finance receivables, net of fees	$	27,638	$	17,324	$	7,084	$	3,918	$	1,607	$	522		$	58,093	100.0	%

The outstanding amortized cost of retail finance ~~receivables:~~receivables that are considered TDRs was $1.9 billion at March 31, 2022, including $183 million in nonaccrual loans.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

September 30, 2017 September 30, 2016
Amount Percent of Contractual Amount Due Amount Percent of Contractual Amount Due
31-to-60 days delinquent $ 1,176
3.6 % $ 1,112
4.4 %
Greater-than-60 days delinquent 521
1.6 % 491
1.9 %
Total finance receivables more than 30 days delinquent 1,697
5.2 % 1,603
6.3 %
In repossession 55
0.2 % 57
0.2 %
Total finance receivables more than 30 days delinquent or in repossession $ 1,752
5.4 % $ 1,660
6.5 %

At September 30, 2017 and December 31, 2016 retail finance receivables classified as troubled debt restructurings and individually evaluated for impairment were $2.2 billion and $1.9 billion and the allowance for loan losses included $328 million and $276 million of specific allowances on these receivables.

Commercial Finance Receivables ~~Our~~GM Financial's commercial finance receivables consist of dealer financings, primarily for inventory purchases. ~~A proprietary model is~~Proprietary models are used to assign a risk rating to each dealer. ~~We perform~~GM Financial performs periodic credit reviews of each dealership and ~~adjust~~adjusts the dealership's risk rating, if necessary. There were no commercial finance receivables on nonaccrual status at March 31, 2022.

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


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

Dealers ~~in Group VI~~with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets. ~~At September 30, 2017 and December 31, 2016 the commercial finance receivables on non-accrual status were insignificant.~~ The following ~~table summarizes~~tables summarize the credit risk profile by dealer risk rating of commercial finance ~~receivables:~~ receivables at March 31, 2022 and December 31, 2021:


	Year of Origination														March 31, 2022
	Revolving		2022		2021		2020		2019		2018		Prior		Total		Percent
I	$	5,834	$	129	$	412	$	398	$	102	$	44	$	56	$	6,974	95.9	%
II	204		—		4		16		13		—		3		240		3.3	%
III	58		—		—		—		1		—		1		60		0.8	%
IV	—		—		—		—		—		—		—		—		—	%
Commercial finance receivables, net of fees	$	6,095	$	129	$	416	$	413	$	115	$	44	$	60	$	7,274	100.0	%


	Year of Origination														December 31, 2021
	Revolving		2021		2020		2019		2018		2017		Prior			Total		Percent
I	$	5,210	$	420	$	396	$	120	$	50	$	50	$	10		$	6,256	94.7	%
II	207		3		16		12		—		3		—			241		3.6	%
III	81		8		15		2		—		2		4			112		1.7	%
IV	—		—		—		—		—		—		—			—		—	%
Commercial finance receivables, net of fees	$	5,498	$	431	$	427	$	134	$	50	$	55	$	14		$	6,609	100.0	%

Floorplan advances comprise 94% of the total revolving balance at March 31, 2022 and December 31, 2021. Dealer term loans are presented by year of origination.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

September 30, 2017 December 31, 2016
Group I – Dealers with superior financial metrics $ 1,547
$ 1,372
Group II – Dealers with strong financial metrics 3,465
2,526
Group III – Dealers with fair financial metrics 2,913
2,598
Group IV – Dealers with weak financial metrics 881
613
Group V – Dealers warranting special mention due to elevated risks 238
334
Group VI – Dealers with loans classified as substandard, doubtful or impaired 102
90
$ 9,146
$ 7,533
Transactions with GM Financial The following table shows transactions between our Automotive segments and GM Financial. These amounts are presented in GM Financial's condensed consolidated balance sheets and statements of income.


	March 31, 2022		December 31, 2021
Condensed Consolidated Balance Sheets(a)
Commercial finance receivables, net due from GM consolidated dealers	$	122	$	163

Subvention receivable(b)	$	357	$	282

Commercial loan funding payable	$	41	$	26


	Three Months Ended
		March 31, 2022		March 31, 2021
Condensed Consolidated Statements of Income
Interest subvention earned on finance receivables		$	221	$	188
Leased vehicle subvention earned		$	547	$	721

__________

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

(b)Our Automotive segments made cash payments to GM Financial for subvention of $439 million and $1.0 billion in the three months ended March 31, 2022 and 2021.

GM Financial's Board of Directors declared and paid dividends of $600 million on its common stock in the three months ended March 31, 2021.

Note 5.6. Inventories


	March 31, 2022		December 31, 2021
Total productive material, supplies and work in process	$	8,695	$	8,240
Finished product, including service parts	6,143		4,748
Total inventories	$	14,838	$	12,988

September 30, 2017
GMNA GMIO GMSA Total
Total productive material, supplies and work in process $ 3,587
$ 720
$ 649
$ 4,956
Finished product, including service parts 4,572
1,425
836
6,833
Total inventories $ 8,159
$ 2,145
$ 1,485
$ 11,789

December 31, 2016
GMNA GMIO GMSA Total
Total productive material, supplies and work in process $ 3,277
$ 970
$ 761
$ 5,008
Finished product, including service parts 4,119
1,208
705
6,032
Total inventories $ 7,396
$ 2,178
$ 1,466
$ 11,040

Note 6.7. Equipment on Operating Leases

Equipment on operating leases consists of leases to retail customers ~~that are recorded as~~of GM Financial.


	March 31, 2022		December 31, 2021
Equipment on operating leases	$	45,669	$	47,423
Less: accumulated depreciation	(9,088)		(9,494)
Equipment on operating leases, net	$	36,581	$	37,929

The estimated residual value of our leased assets at the end of the lease term was $28.1 billion and $29.1 billion at March 31, 2022 and December 31, 2021.

Depreciation expense related to Equipment on operating leases, net was $1.2 billion and ~~vehicle sales~~$1.7 billion in the three months ended March 31, 2022 and 2021.

The following table summarizes lease payments due to ~~daily rental car companies with a guaranteed repurchase obligation.~~GM Financial on leases to retail customers:


	Year Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
Lease receipts under operating leases	$	4,167	$	3,790	$	1,546	$	213	$	4	$	—	$	9,721

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

September 30, 2017 December 31, 2016
Equipment on operating leases $ 52,632
$ 41,851
Less: accumulated depreciation (9,225 ) (6,399 )
Equipment on operating leases, net(a) $ 43,407
$ 35,452

~~__________~~


~~(a)~~	~~Includes $41.8 billion and $34.3 billion of GM Financial equipment on operating leases, net at September 30, 2017 and December 31, 2016.~~

Depreciation expense related to equipment on operating leases, net was $1.8 billion and $1.3 billion in the three months ended September 30, 2017 and 2016 and $4.9 billion and $3.3 billion in the nine months ended September 30, 2017 and 2016.

~~The following table summarizes minimum rental payments due to GM Financial on leases to retail customers:~~

Year Ending December 31,
2017 2018 2019 2020 2021
Minimum rental receipts under operating leases $ 1,800
$ 6,256
$ 3,861
$ 1,182
$ 110

Note 7.8. Equity in Net Assets of Nonconsolidated Affiliates

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Automotive China equity income $ 459
$ 459
$ 1,472
$ 1,448
Other joint ventures equity income 41
38
113
269
Total Equity income $ 500
$ 497
$ 1,585
$ 1,717
Nonconsolidated affiliates are entities in which we maintain an equity ownership interest and for which we use the equity method of accounting due to our ability to exert significant influence over decisions relating to their operating and financial affairs. Revenue and expenses of our joint ventures are not consolidated into our financial statements; rather, our proportionate share of the earnings of each joint venture is reflected as Equity income.


	Three Months Ended
		March 31, 2022		March 31, 2021
Automotive China equity income (loss)		$	234	$	308
Other joint ventures equity income (loss)		59		57
Total Equity income (loss)		$	292	$	365

There have been no significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, ~~2016.~~2021.


	Three Months Ended
		March 31, 2022		March 31, 2021
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales		$	8,992	$	9,875
Automotive China JVs' net income (loss)		$	505	$	586

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales $ 12,161
$ 10,945
$ 34,177
$ 32,417
Automotive China JVs' net income $ 964
$ 956
$ 2,912
$ 3,021

Dividends declared but not paid from our nonconsolidated affiliates were insignificant at March 31, 2022 and December 31, 2021. Dividends received from our nonconsolidated affiliates were ~~$382 million and an~~ insignificant ~~amount~~ in the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021. Undistributed earnings from our nonconsolidated affiliates were $2.4 billion and ~~$2.0~~$2.1 billion ~~in the nine months ended September 30, 2017 and 2016. At September 30, 2017~~at March 31, 2022 and December 31, ~~2016 we had undistributed earnings of $1.8 billion and $2.2 billion related to our nonconsolidated affiliates.~~2021.

Note 8.9. Variable Interest Entities

Consolidated VIEs

Automotive Financing – GM Financial

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


	March 31, 2022		December 31, 2021
Restricted cash – current	$	2,546	$	2,291
Restricted cash – non-current	$	407	$	449
GM Financial receivables, net of fees – current	$	14,518	$	15,344
GM Financial receivables, net of fees – non-current	$	15,799	$	16,518
GM Financial equipment on operating leases, net	$	16,148	$	16,143
GM Financial short-term debt and current portion of long-term debt	$	18,210	$	19,876
GM Financial long-term debt	$	19,079	$	19,401

September 30, 2017 December 31, 2016
Restricted cash – current $ 1,768
$ 1,302
Restricted cash – non-current $ 523
$ 478
GM Financial receivables, net of fees – current $ 13,782
$ 12,437
GM Financial receivables, net of fees – non-current $ 12,411
$ 11,917
GM Financial equipment on operating leases, net $ 23,751
$ 19,341
GM Financial short-term debt and current portion of long-term debt $ 19,207
$ 17,526
GM Financial long-term debt $ 20,981
$ 16,659

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

Nonconsolidated VIEs

~~Note 9.~~ Automotive

Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to ensure that our supply needs for production are met or are not disrupted. Our variable interests in these nonconsolidated VIEs include equity investments, accounts and ~~GM Financial Debt~~

September 30, 2017 December 31, 2016
Carrying Amount Fair Value Carrying Amount Fair Value
Total automotive debt $ 13,635
$ 14,798
$ 10,560
$ 11,399
Fair value utilizing Level 1 inputs $ 12,877
$ 9,515
Fair value utilizing Level 2 inputs $ 1,921
$ 1,884

loans receivable, committed financial support and other off-balance sheet arrangements. The ~~fair value~~carrying amounts of ~~automotive debt measured utilizing Level 1 inputs~~assets were approximately $1.0 billion and liabilities were insignificant related to our nonconsolidated VIEs at March 31, 2022. The carrying amounts of assets were approximately $850 million and liabilities were insignificant related to our nonconsolidated VIEs at December 31, 2021. Our maximum exposure to loss as a result of our involvement with these VIEs was ~~based on quoted prices~~approximately $2.1 billion, inclusive of approximately $1.0 billion and $1.2 billion in ~~active markets for identical instruments that a market participant can access~~committed capital contributions to Ultium Cells LLC, at the measurement date. The fair value of automotive debt measured utilizing Level 2 inputs was based on a discounted cash flow model using observable inputs. This model utilizes observable inputs such as contractual repayment terms and benchmark yield curves, plus a spread based on our senior unsecured notes that is intended to represent our nonperformance risk. We obtain the benchmark yield curves and yields on unsecured notes from independent sources that are widely used in the financial industry. At September 30, 2017March 31, 2022 and December 31, ~~2016~~ 2021. We currently lack the ~~fair value~~power through voting or similar rights to direct the activities of these entities that most significantly affect their economic performance.

Note 10. Debt

Automotive The following table presents debt in our automotive d~~ebt exceeded its carrying amount due primarily to a decrease in bond yields compared to yields at the time of issuance.~~operations:


	March 31, 2022					December 31, 2021
	Carrying Amount		Fair Value			Carrying Amount		Fair Value
Secured debt	$	165	$	176		$	192	$	212
Unsecured debt(a)	16,404		17,821			16,277		19,995
Finance lease liabilities	324		328			349		362
Total automotive debt(b)	$	16,893	$	18,325		$	16,818	$	20,569

Fair value utilizing Level 1 inputs			$	16,815				$	19,085
Fair value utilizing Level 2 inputs			$	1,509				$	1,484


Available under credit facility agreements(c)			$	15,188				$	15,208
Weighted-average interest rate on outstanding short-term debt(d)			12.1		%			9.8		%
Weighted-average interest rate on outstanding long-term debt(d)			5.7		%			5.8		%

~~In August 2017 we issued $3.0 billion in aggregate principal amount~~__________

(a)Primarily consists of senior ~~unsecured notes with an initial weighted average~~notes.

(b)Includes net discount and debt issuance costs of $540 million and $512 million at March 31, 2022 and December 31, 2021.

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

(d)Includes coupon rates on debt denominated in various foreign currencies and interest rate of 4.5% and maturity dates ranging from 2020 to 2048. The indentures governing these notes contain terms and covenants customary of these types of securities including limitation on the amount of certain secured debt we may incur. The net proceeds from the issuance of these senior unsecured notes were used to repay the $3.0 billion drawn on our three-year unsecured revolving credit facility in the three months ended September 30, 2017 to fund the payments to PSA Group, or one or more pension funding vehicles, for the assumed net underfunded pension liabilities in connection with the sale of the Opel/Vauxhall Business as described in Note 2.free loans.

September 30, 2017 December 31, 2016
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt $ 40,775
$ 40,889
$ 35,087
$ 35,162
Unsecured debt 38,263
39,411
29,476
30,045
Total GM Financial debt $ 79,038
$ 80,300
$ 64,563
$ 65,207

Fair value utilizing Level 2 inputs $ 78,293
$ 62,951
Fair value utilizing Level 3 inputs $ 2,007
$ 2,256

The fair value of GM Financial debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of eighteen months or less par value is considered to be a reasonable estimate of fair value. The fair value of GM Financial debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

In April 2022, we renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures on April 4, 2023.

GM Financial The following table presents debt of GM Financial:


	March 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	$	37,362	$	37,002	$	39,338	$	39,401
Unsecured debt	55,552		54,648		53,223		54,357
Total GM Financial debt	$	92,913	$	91,649	$	92,561	$	93,758

Fair value utilizing Level 2 inputs			$	89,810			$	92,250
Fair value utilizing Level 3 inputs			$	1,839			$	1,508

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged ~~Securitized Assets.~~assets. Refer to Note 89 to our condensed consolidated financial statements for additional information on GM Financial's involvement with VIEs. In the ~~nine~~three months ended ~~September 30, 2017 we entered into new or~~March 31, 2022, GM Financial renewed revolving credit facilities with a total ~~net additional~~ borrowing capacity of ~~$1.7~~$1.9 billion ~~which had substantially the same terms as existing debt~~ and we issued ~~$18.8~~$5.2 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~2.09%~~1.74% and maturity dates ranging from ~~2019~~2023 to ~~2025.~~2029.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. In the ~~nine~~three months ended ~~September 30, 2017 we~~March 31, 2022, GM Financial issued ~~$10.6~~$3.7 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~2.87%~~2.40% and maturity dates ranging from ~~2019~~2024 to ~~2027.~~2032.

~~Each of the revolving credit facilities and the indentures governing GM Financial's notes contain terms and covenants including limitations on GM Financial's ability to incur certain liens.~~

Note ~~10.~~11. Derivative Financial Instruments

AutomotiveThe following table presents the notional amounts ~~based on asset or liability positions~~ of derivative financial instruments in our automotive operations:

Fair Value Level September 30, 2017 December 31, 2016
Derivatives designated as hedges(a)
Assets
Cash flow hedges
Foreign currency 2 $ —
$ 803
Commodity 2 73
106
Total assets $ 73
$ 909
Derivatives not designated as hedges(a)
Assets
Foreign currency 2/3 $ 3,671
$ 4,483
Commodity 2 553
1,061
PSA warrants(b) 2 47
—
Total assets $ 4,271
$ 5,544
Liabilities
Foreign currency 2/3 $ 2,025
$ 470
Commodity 2 70
181
Total liabilities $ 2,095
$ 651


	Fair Value Level	March 31, 2022		December 31, 2021






Derivatives not designated as hedges(a)
Foreign currency	2	$	4,377	$	4,228

Commodity	2	1,668		1,549
Stellantis warrants(b)	2	44		45
Total derivative financial instruments		$	6,090	$	5,822

__________


~~(a)~~	The fair value of these derivative instruments at September 30, 2017 and December 31, 2016 and the gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 were insignificant.


~~(b)~~	~~The fair value of the PSA warrants was $903 million at September 30, 2017.~~

(a)The fair value of these derivative instruments at March 31, 2022 and December 31, 2021 and the gains/losses included in our condensed consolidated income statements for the three months ended March 31, 2022 and 2021 were insignificant, unless otherwise noted.

(b)Our 39.7 million warrants in Stellantis N.V. (Stellantis) may be exercised at any time, in one or more tranches, from August 2022 through July 2026. Upon exercise, the warrants will convert into 69.2 million common shares of Stellantis. The fair value of these warrants, located in Other assets, was $1.2 billion and $1.4 billion at March 31, 2022 and December 31, 2021. We recorded a loss in Interest income and other non-operating income, net of $197 million and a gain of $210 million in the three months ended March 31, 2022 and 2021.

We estimate the fair value of the ~~PSA~~Stellantis warrants using a Black-Scholes ~~valuation model.~~formula. The significant inputs to the model include the ~~PSA~~Stellantis stock price and the estimated dividend yield.~~The estimated dividend yield is adjusted based on the terms of the Agreement. Under the terms of the Agreement we~~ We are entitled to receive any dividends declared by Stellantis through the ~~dividends distributed by PSA since the warrants issuance date. Gains or losses as a result~~conversion date upon exercise of the ~~change in the fair value of the PSA warrants are recorded in Interest income and other non-operating income, net.~~warrants.

~~GM Financial~~ ~~The following table presents the notional amounts based on asset or liability positions of GM Financial's derivative financial instruments:~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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

Fair Value Level September 30, 2017 December 31, 2016
Derivatives designated as hedges(a)
Assets
Fair value hedges – interest rate swaps 2 $ 3,500
$ —
Cash flow hedges
Interest rate swaps 2/3 2,561
3,070
Foreign currency 2 1,356
—
Total cash flow hedges 3,917
3,070
Total assets $ 7,417
$ 3,070
Liabilities
Fair value hedges – interest rate swaps(b) 2 $ 7,860
$ 7,700
Cash flow hedges
Interest rate swaps 2/3 —
500
Foreign currency 2 —
791
Total cash flow hedges —
1,291
Total liabilities $ 7,860
$ 8,991
Derivatives not designated as hedges(a)
Assets
Interest rate swaps 2/3 $ 33,218
$ 7,959
Interest rate caps and floors 2 16,810
9,698
Foreign currency 2 1,182
—
Total assets $ 51,210
$ 17,657
Liabilities
Interest rate swaps 2/3 $ 12,823
$ 6,170
Interest rate caps and floors 2 18,467
12,146
Total liabilities $ 31,290
$ 18,316


	Fair Value Level	March 31, 2022						December 31, 2021
		Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Derivatives designated as hedges(a)
Fair value hedges
Interest rate swaps	2	$	19,310	$	11	$	345	$	15,058	$	74	$	88
Foreign currency swaps	2	—		—		—		682		—		59
Cash flow hedges
Interest rate swaps	2	709		17		4		611		12		4
Foreign currency swaps	2	7,945		79		221		7,419		85		201
Derivatives not designated as hedges(a)
Interest rate contracts	2	108,709		1,245		797		110,053		846		339
Foreign currency contracts	2	—		—		—		148		—		—
Total derivative financial instruments(b)		$	136,674	$	1,353	$	1,368	$	133,971	$	1,017	$	691

__________


~~(a)~~	The fair value of these derivative instruments at September 30, 2017 and December 31, 2016 and the gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 were insignificant.


~~(b)~~	~~The fair value of these derivative instruments was $260 million and $276 million at September 30, 2017 and December 31, 2016.~~

(a)The gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three months ended March 31, 2022 and 2021 were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.

(b)GM Financial held $323 million and $376 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $432 million and an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at March 31, 2022 and December 31, 2021.

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

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


	March 31, 2022				December 31, 2021
	Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)		Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)
Short-term unsecured debt	$	1,503	$	8	$	1,338	$	(1)
Long-term unsecured debt	24,654		146		23,626		(225)
GM Financial unsecured debt	$	26,157	$	153	$	24,964	$	(226)

__________

(a)Includes $196 million and $246 million of unamortized gains remaining on hedged items for which hedge accounting has been discontinued at March 31, 2022 and December 31, 2021.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note ~~11.~~12. Product Warranty and Related Liabilities


	Three Months Ended
		March 31, 2022		March 31, 2021
Product Warranty and Related Liabilities
Warranty balance at beginning of period		$	9,774	$	8,242
Warranties issued and assumed in period – recall campaigns		132		120
Warranties issued and assumed in period – product warranty		461		443
Payments		(1,077)		(733)
Adjustments to pre-existing warranties		(5)		11
Effect of foreign currency and other		17		(6)
Warranty balance at end of period		9,302		8,077
Less: Supplier recoveries balance at end of period(a)		2,025		193
Warranty balance, net of supplier recoveries at end of period		$	7,277	$	7,884

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Warranty balance at beginning of period $ 8,890
$ 8,639
$ 9,069
$ 8,550
Warranties issued and assumed in period – recall campaigns
173
306
527
627
Warranties issued and assumed in period – product warranty
481
631
1,586
1,717
Payments (787 ) (861 ) (2,382 ) (2,524 )
Adjustments to pre-existing warranties (317 ) 101
(405 ) 390
Effect of foreign currency and other 39
5
84
61
Warranty balance at end of period $ 8,479
$ 8,821
$ 8,479
$ 8,821
__________

(a)The current portion of supplier recoveries is recorded in Accounts and notes receivable, net of allowance and the non-current portion is recorded in Other assets.


	Three Months Ended
		March 31, 2022		March 31, 2021
Product warranty expense, net of recoveries
Warranties issued and assumed in period		$	593	$	563
Supplier recoveries accrued in period		(57)		(72)
Adjustments and other		12		5
Warranty expense, net of supplier recoveries		$	548	$	496

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at ~~September 30, 2017.~~March 31, 2022. Refer to Note 1314 to our condensed consolidated financial statements for ~~reasonably possible losses on Takata Corporation (Takata) matters.~~more details.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

Note ~~12.~~13. Pensions and Other Postretirement Benefits


	Three Months Ended September 30, 2017										Three Months Ended September 30, 2016											Three Months Ended March 31, 2022													Three Months Ended March 31, 2021
	Pension Benefits						Global OPEB Plans				Pension Benefits							Global OPEB Plans				Pension Benefits									Global OPEB Plans				Pension Benefits								Global OPEB Plans
	U.S.			Non-U.S.						U.S.				Non-U.S.							U.S.					Non-U.S.								U.S.				Non-U.S.
Service cost	$	79		$	45			$	4			$	96			$	80			$	4	Service cost		$	58				$	35			$	4			$	65			$	38			$	4
Interest cost	536			115			51				553				127			50			Interest cost	323					76					37				269				59				31
Expected return on plan assets	(919		)	(185		)	—				(945		)		(179		)	—			Expected return on plan assets	(750)					(139)				—				(795)				(152)				—
Amortization of prior service cost (credit)	(1		)	2			(3		)		(1		)		4			(3		)	Amortization of prior service cost (credit)	(1)					1				(1)				(1)				1				(2)
Amortization of net actuarial (gains) losses	(2		)	29			8				(6		)		34			5
Amortization of net actuarial losses																					Amortization of net actuarial losses	5					35				17				7				54				25

Net periodic pension and OPEB (income) expense	$	(307	)	$	6		$	60			$	(303	)		$	66		$	56		Net periodic pension and OPEB (income) expense	$	(365)				$	8			$	57			$	(455)			$	—			$	58

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
Pension Benefits Global OPEB Plans Pension Benefits Global OPEB Plans
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 237
$ 131
$ 14
$ 287
$ 195
$ 13
Interest cost 1,608
366
149
1,659
384
150
Expected return on plan assets (2,757 ) (528 ) —
(2,834 ) (538 ) —
Amortization of prior service cost (credit) (3 ) 4
(10 ) (3 ) 10
(10 )
Amortization of net actuarial (gains) losses (5 ) 124
24
(19 ) 104
15
Net periodic pension and OPEB (income) expense $ (920 ) $ 97
$ 177
$ (910 ) $ 155
$ 168

~~We made discretionary contributions to our U.S. hourly~~The non-service cost components of net periodic pension ~~plan~~and other postretirement benefits (OPEB) income of ~~$2.0 billion~~$376 million and $483 million in the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2022 and 2021 are presented in Interest income and other non-operating income, net.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note ~~13.~~14. Commitments and Contingencies

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other ~~litigation, that arise in connection with our business as a global company.~~litigation. We identify below the material individual proceedings and investigations ~~in connection with which~~where we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016 total~~2021, we had accruals of ~~$1.1~~$1.4 billion ~~and $1.2 billion were recorded~~ in Accrued liabilities and Other liabilities. In many ~~proceedings,~~matters, it is inherently difficult to determine whether ~~any~~ loss is probable or ~~even~~ reasonably possible or to estimate the size or range of the possible loss. Accordingly, an adverse ~~outcome~~outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

~~Proceedings Related to Ignition Switch Recall and Other Recalls~~ In 2014 we announced various recalls relating to safety and other matters. Those recalls included recalls to repair ignition switches that could under certain circumstances unintentionally move from the “run” position to the “accessory” or “off” position with a corresponding loss of power, which could in turn prevent airbags from deploying in the event of a crash.

Through October 17, 2017 we were aware of over 100 putative class actions pending against GM in various courts in the U.S. and Canada alleging that consumers who purchased or leased vehicles manufactured by GM or General Motors Corporation had been economically harmed by one or more of the recalls announced in 2014 and/or the underlying vehicle conditions associated with those recalls (economic-loss cases). In general, these economic-loss cases seek recovery for purported compensatory damages, such as alleged benefit-of-the-bargain damages or damages related to alleged diminution in value of the vehicles, as well as punitive damages, injunctive relief and other relief. There is also a civil action brought by the Arizona Attorney General relating to the recalls that seeks civil penalties and injunctive relief for alleged violations of state laws.

We also were aware of several hundred actions pending in various courts in the U.S. and Canada alleging injury or death as a result of defects that may be the subject of recalls announced in 2014 (personal injury cases). In general, these personal injury cases seek recovery for purported compensatory damages, punitive damages and other relief. Since 2016, several bellwether trials

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

have taken place in the personal injury cases in the U.S. District Court for the Southern District of New York (Southern District), which is administering a federal multi-district litigation, and in a Texas state court, which is administering a Texas state multi-district litigation (MDL). None of these trials resulted in a finding of liability against GM. An additional personal injury bellwether trial is scheduled in 2018 along with non-bellwether trials in various courts.

On July 15, 2016 the Southern District granted in part and denied in part GM's motion to dismiss plaintiffs' complaint in the federal multi-district litigation seeking damages for alleged economic loss relating to the ignition switch and other recalls by GM in 2014. Among other things, the Southern District dismissed plaintiffs' claims brought under the Racketeer Influenced and Corrupt Organization Act (RICO) and rejected plaintiffs' broadest theory of damages – that plaintiffs could seek recovery for alleged reduction in the value of their vehicles due to damage to GM's reputation and brand as a result of the ignition switch matter. The Southern District granted GM's motion to dismiss with respect to certain state law claims but denied it as to other state law claims.

On September 15, 2016, plaintiffs filed a Fourth Amended Consolidated Complaint amending their economic-loss claims, and GM moved to dismiss certain claims in that Complaint as well. On June 30, 2017, the Southern District issued an order granting in part and denying in part GM’s motion. In its order, among other things, the Southern District reaffirmed its dismissal of plaintiffs’ brand devaluation claim and theory of damages and dismissed the claims of any plaintiff who purchased a vehicle before GM came into existence in July 2009. With respect to plaintiffs’ claims under the laws of certain states that were at issue in the motion, the Court granted GM’s motion to dismiss with respect to certain state law claims but denied it as to other state law claims.

In April 2015 the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court) issued a decision precluding claims against us based upon pre-sale accidents, claims based upon the acts or conduct by General Motors Corporation and claims asserting successor liability for obligations owed by General Motors Corporation (successor liability claims), except for claims asserting liabilities that had been expressly assumed by us in the July 2009 Sale Agreement, and claims that could be asserted against us only if they were otherwise viable and arose solely out of our own independent post-closing acts and did not in any way rely on acts or conduct by General Motors Corporation.

On July 13, 2016 the United States Court of Appeals for the Second Circuit (Second Circuit) issued a decision and judgment affirming in part, reversing in part, and vacating portions of the Bankruptcy Court's decision and subsequent judgment. Among other things, the Second Circuit held that the 2009 Sale Order could not be enforced to bar claims against GM asserted by either plaintiffs who purchased used vehicles after the sale closing or against purchasers who asserted claims relating to the ignition switch defect, including pre-closing personal injury claims and economic-loss claims. The Second Circuit also vacated that portion of the Bankruptcy Court judgment enforcing the 2009 Sale Order against plaintiffs with pre-sale claims based on defects other than the ignition switch and remanded that issue to the Bankruptcy Court for further proceedings. In April 2017, the United States Supreme Court denied our petition for certiorari. Certain of these pre-sale claims were resolved through GM's Ignition Switch Recall Compensation Program (Compensation Program) and should not be the subject of additional litigation. For Plaintiffs asserting pre-sale claims related to the ignition switch defect that were not resolved by the Compensation Program, those Plaintiffs must still establish their right to assert successor liability claims and demonstrate that their claims have merit. In August 2017, the MDL court granted our motion to dismiss the successor liability claims of Plaintiffs in seven of the sixteen states at issue on the motion and called for additional briefing to decide whether Plaintiffs' claims can proceed in the other nine states.

In the putative shareholder class action filed in the United States District Court for the Eastern District of Michigan (Eastern District) on behalf of purchasers of our common stock from November 17, 2010 to July 24, 2014 (Shareholder Class Action), the lead plaintiff, the New York State Teachers' Retirement System, alleged that GM and several current and former officers and employees made material misstatements and omissions relating to problems with the ignition switch and other matters in SEC filings and other public statements. On May 23, 2016 the Eastern District entered a judgment approving a class-wide settlement of the Shareholder Class Action for $300 million. One shareholder has filed an appeal of the decision approving the settlement.

Three shareholder derivative actions against certain current and former GM directors and officers are pending in the Eastern District. In two of those matters that have been consolidated, the Court issued an Order on August 4, 2017 denying our motion to dismiss without prejudice and granting leave for Plaintiff to file an amended complaint. The court is still considering a motion to dismiss in the other action. Two derivative actions filed in the Circuit Court of Wayne County, Michigan, which have been consolidated, are stayed pending disposition of the federal derivative actions.

In connection with the 2014 recalls, we have from time to time received subpoenas and other requests for information related to investigations by agencies or other representatives of U.S. federal, state and the Canadian governments, including the United States Attorney’s Office for the Southern District of New York (the U.S. Attorney's Office). Ongoing matters or investigations as of September 30, 2017, included litigation initiated by the Arizona Attorney General, litigation initiated by the Orange County

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District Attorney, and investigations by 49 state attorneys general, and an inquiry from the U.S. General Services Administration which has subsequently been closed in light of our obligations under the Deferred Prosecution Agreement (DPA). Investigations into consumer protection claims by 49 state attorneys general and the litigation initiated by the Orange County District Attorney have been resolved. We believe we are cooperating fully with all reasonable pending requests for information. Such matters could in the future result in the imposition of damages, fines, civil consent orders, civil and criminal penalties or other remedies.

With regard to the investigation by the U.S. Attorney's Office, on September 16, 2015, we entered into the DPA with the U.S. Attorney's Office regarding its investigation of the events leading up to certain recalls regarding faulty ignition switches. Pursuant to the DPA we have paid the United States $900 million as a financial penalty, and we agreed to retain an independent monitor to review and assess our policies, practices or procedures related to statements about motor vehicle safety, the provision of information to those responsible for recall decisions, recall processes and addressing known defects in certified pre-owned vehicles. In addition, the U.S. Attorney's Office agreed to recommend to the Southern District that prosecution of GM on a two-count information filed in the Southern District be deferred for three years. The U.S. Attorney's Office also agreed that if we are in compliance with all of our obligations under the DPA, the U.S. Attorney's Office will, within 30 days after the expiration of the period of deferral (including any extensions thereto), seek dismissal with prejudice of the two-count information filed against GM. For a further description of the terms and conditions of the DPA refer to Note 15 of our 2016 Form 10-K.

The total amount accrued for ignition switch and the various other related recalls at September 30, 2017 reflects amounts for a combination of settled but unpaid matters, and for the remaining unsettled investigations, claims and/or lawsuits relating to the ignition switch recalls and other related recalls. The amounts accrued for those unsettled investigations, claims, and/or lawsuits represent a combination of our best single point estimates where determinable and, where no such single point estimate is determinable, our estimate of the low end of the range of probable loss with regard to such matters, if that is determinable. We believe it is probable that we will incur additional liabilities beyond what has already been accrued for at least a portion of the remaining matters, whether through settlement or judgment; however, we are currently unable to estimate an overall amount or range of loss because these matters involve significant uncertainties, including the legal theory or the nature of the investigations, claims and/or lawsuits, the complexity of the facts, the lack of documentation available to us with respect to particular cases or groups of cases, the results of any investigation or litigation and the timing of resolution of the investigation or litigations, including any appeals, further proceedings regarding interpretation and application of the Second Circuit's July 13, 2016 decision and certain common law doctrines, and further proceedings following the Southern District's July 15, 2016 decision and its June 30, 2017 decision on GM's motion to dismiss the Fourth Amended and Consolidated Complaint. We will continue to consider resolution of pending matters involving ignition switch recalls and other recalls where it makes sense to do so.

GM Korea Wage Litigation ~~Commencing on or about September 29, 2010 current and former hourly employees of~~ GM Korea Company (GM Korea) ~~filed eight separate group actions in~~is party to litigation with current and former subcontract workers over allegations that they are entitled to the ~~Incheon District Court in Incheon, Korea. The cases, which in aggregate involve more than 10,000~~same wages and benefits provided to full-time employees, ~~allege~~and to be hired as full-time employees. In May 2018 and September 2020, the Korean labor authorities issued adverse administrative orders finding that GM Korea ~~failed to include bonuses~~must hire certain current subcontract workers as full-time employees. GM Korea appealed the May 2018 and ~~certain allowances in its calculation of Ordinary Wages due under the Presidential Decree of the Korean Labor Standards Act. On November 23, 2012~~September 2020 orders. In June 2020, the Seoul High Court (an ~~intermediate level~~intermediate-level appellate court) ~~affirmed a decision~~ruled against GM Korea in one of the ~~Incheon District Court in a case involving five~~subcontract worker claims. GM Korea ~~employees which was contrary to GM Korea's position. GM Korea~~has appealed this decision to the Supreme Court of the Republic of Korea (Supreme Court). On May 29, 2014 the Supreme Court remanded the case to the Seoul High Court for consideration consistent with earlier Supreme Court precedent holding that while fixed bonuses should be included in the calculation of Ordinary Wages, claims for retroactive application of this rule would be barred under certain circumstances. On reconsideration, the Seoul High Court held in GM Korea’s favor on October 30, 2015, after which the plaintiffs appealed to the Supreme Court. In July 2014 GM Korea and its labor union also agreed to include bonuses and certain allowances in Ordinary Wages retroactive toKorea. At March ~~1, 2014. Therefore~~31, 2022, our accrual ~~related to these cases~~covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was ~~reclassified from a contingent liability to the Pensions liability.~~approximately $287 million. We estimate ~~our~~the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately ~~$547~~$109 million at ~~September 30, 2017, which relates to periods before~~ March ~~1, 2014.~~31, 2022. We are ~~also party~~currently unable to litigation with current and former salaried employees over allegations relating to Ordinary Wages regulation. On November 26 and 27, 2015 the Supreme Court remanded two salary cases to the Seoul High Court for a review of the merits. On September 1, 2017, the Seoul High Court issued a ruling concerning those two salary cases and another salaried worker case. Among other things, the Seoul High Court held that there was no agreement between GM Korea and its salaried workers regarding whether to include fixed bonuses in the calculation of Ordinary Wages. As a result, the workers are not barred from filing retroactive wage claims. On September 13, 2017, GM Korea appealed this ruling to the Supreme Court. At September 30, 2017 the reasonablyestimate any possible loss ~~for salary cases in excess~~or range of ~~amounts accrued was approximately $169 million. Both the scope of~~loss that may result from additional claims that may be asserted ~~and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes available. These cases are currently pending before various courts in Korea.~~by former subcontract workers.

~~GM Brazil Indirect Tax Claim~~ In March 2017 the Supreme Court of Brazil issued a decision concluding that a certain state value added tax should not be included in the calculation of federal gross receipts taxes. The decision reduces GM Brazil’s gross

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receipts tax prospectively and, potentially, retrospectively. The retrospective right to recover is under judicial review and we do not expect resolution during 2017. If the Supreme Court of Brazil grants retrospective recovery we estimate potential recoveries of up to $1.5 billion. However, given the remaining uncertainty regarding the ultimate judicial resolution of this matter we are unable to assess the likelihood of any favorable outcome at this time. We have not recorded any amounts relating to the retrospective nature of this matter.

Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings are pending against us or our related companies or joint ventures, including matters arising out of alleged product defects; employment-related matters; product and workplace safety, vehicle emissions ~~including CO~~₂and ~~nitrogen oxide,~~ fuel economy ~~and related government~~ regulations; product warranties; financial services; dealer, supplier and other contractual relationships; ~~government regulations relating to payments to foreign companies;~~ government regulations relating to competition issues; tax-related matters not subject to the provision of Accounting Standards Codification ~~(ASC)~~ 740, ~~Income Taxes~~"Income Taxes" (indirect tax-related matters); product design, manufacture and performance; consumer protection laws; and environmental protection laws, including laws regulating air emissions, water discharges, waste management and environmental ~~remediation.~~remediation from stationary sources.

There ~~are~~are several ~~putative~~putative class actions pending against GM in federal courts in the U.S. and in the Provincial Courts in Canada alleging that various vehicles sold, including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and ~~state~~foreign emission standards. We are unable to estimate any reasonably possible loss or range of loss that may result from these actions. GM has also ~~faces~~faced a series of additional lawsuits ~~based primarily on allegations~~ in the ~~Duramax suit,~~U.S. based on these allegations, including ~~putative~~a shareholder ~~class actions claiming violations of federal securities law. At this early stage of these proceedings, we are unable to provide an evaluation of the likelihood~~demand lawsuit that ~~a loss will be incurred or an estimate of the amounts or range of possible loss.~~remains pending.

We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. It is possible that the resolution of one or more of these matters could exceed the amounts accrued in an amount that could be material to our results of operations. We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives of U.S. federal, state and foreign governments on a variety of issues. Beyond the class action litigations disclosed, we have several other class action litigations pending at any given time. Historically, relatively few classes have been certified in these types of cases. Therefore, we will generally only disclose specific class actions if a class is certified and we believe there is a reasonably possible material exposure to the Company.

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income ~~tax related~~tax-related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain ~~South American~~ administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of ~~security which may range from $200 million to $600 million at September 30, 2017.~~security. Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at ~~September 30, 2017.~~March 31, 2022. We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. For indirect tax-related matters, we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately ~~$1.0 billion~~$950 million at ~~September 30, 2017.~~March 31, 2022.

~~Takata Matters~~ On May 4, 2016 the National Highway Traffic Safety Administration (NHTSA) issued an amended consent order requiring Takata to file defect information reports (DIRs) for previously unrecalled front airbag inflators that contain phase-stabilized ammonium nitrate-based propellant without a moisture absorbing desiccant on a multi-year, risk-based schedule through 2019 impacting tens of millions of vehicles produced by numerous automotive manufacturers. NHTSA concluded that the likely root cause of the rupturing of the airbag inflators is a function of time, temperature cycling and environmental moisture.

On May 16, 2016 Takata issued its first DIR in connection with the amended consent order, and on January 3, 2017, Takata issued its second set of DIRs. Although we do not believe there is a safety defect at this time in any unrecalled GM vehicles within the scope of the Takata DIRs, in cooperation with NHTSA we filed Preliminary DIRs on May 27, 2016, updated as of June 13, 2016, covering 2.5 million of certain of our GMT900 vehicles, which are full-size pick-up trucks and sport utility vehicles (SUVs). On November 15, 2016 we filed a petition for inconsequentiality and request for deferral of determination regarding those GMT900 vehicles. On November 28, 2016 NHTSA granted GM's deferral request in connection with this petition. The deferral provided GM until August 31, 2017 to present evidence and analysis that our vehicles do not pose an unreasonable risk to motor vehicle safety.

Takata filed a second set of equipment DIRs on January 3, 2017 and we filed a second set of Preliminary DIRs for certain GMT900 vehicles on January 10, 2017. These January 2017 DIRs are consistent with GM’s May 2016 DIRs. On the same day, we also filed a second petition for inconsequentiality and deferral of decision with respect to the vehicles subject to our January

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~~2017 DIRs. On January 18, 2017, NHTSA consolidated our first and second petitions for inconsequentiality and will rule on both at~~Takata Matters In November 2020, the ~~same time.~~

~~On August 25, 2017,~~National Highway Traffic Safety Administration (NHTSA) directed that we filed a supplemental brief in support of our petitions that provided NHTSA with the results of our long-term study and testing and the basis for our determination that the inflators in these vehicles do not present an unreasonable risk to safety and that no repair should ultimately be required. In our brief, we requested that NHTSA grant our petitions or, in the alternative, grant an additional deferral period to provide time for further testing.

We believe these vehicles are currently performing as designed and ongoing testing continues to support the belief that the vehicles' unique design and integration mitigates against inflator propellant degradation and rupture risk. For example,replace the airbag inflators ~~used~~in our GMT900 vehicles, which are full-size pickup trucks and sport utility vehicles (SUVs), and we decided not to contest NHTSA's decision. While we have already begun the process of executing the recall, given the number of vehicles in this population, the recall will take several years to be completed. Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of $1.1 billion for the expected costs of complying with the recall remedy, and we believe the currently accrued amount remains reasonable.

GM has recalled certain vehicles are a variant engineered specifically for our vehicles, and include features such as greater venting, unique propellant wafer configurations, and machined steel end caps. The inflators are packaged in the instrument panel in such a way as to minimize exposure to moisture from the climate control system. Also, these vehicles have features that minimize the maximum temperature to which the inflator will be exposed, such as larger interior volumes and standard solar absorbing windshields and side glass.

Accordingly, no warranty provision has been made for any repair associated with our vehicles subject to the Preliminary DIRs and amended consent order. However, in the event we are ultimately obligated to repair the vehicles subject to current or future Takata DIRs under the amended consent order insold outside of the U.S.~~, we estimate a reasonably possible impact~~ to ~~GM of approximately $1.0 billion.~~

~~GM is engaged~~replace Takata Corporation (Takata) inflators in ~~discussions with regulators outside the U.S. with respect to Takata inflators.~~those vehicles. There are significant differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We continue to gather and analyze evidence about these inflators and to share our findings with regulators. ~~We were required~~Any additional recalls relating to ~~recall certain vehicles outside of the U.S. in the three months ended September 30, 2017 to replace Takata~~these inflators ~~in these vehicles. Additional recalls, if any,~~ could be material to our results of operations and cash flows. ~~We continue to monitor the international situation.~~

~~Through October 17, 2017 we were aware of two~~

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

Chevrolet Bolt Recall In July 2021, we initiated a voluntary recall for certain 2017-2019 model year Chevrolet Bolt EVs due to the risk that 2 manufacturing defects present in the same battery cell could cause a ~~loss~~high voltage battery fire in certain of these vehicles. Accordingly, in the three months ended June 30, 2021, we recorded a warranty accrual of $812 million. After further investigation into the manufacturing processes at our battery supplier, LG Energy Solutions (LG), and disassembling battery packs, we determined that the risk of battery cell defects was not confined to the initial recall population. As a result, in August 2021, we expanded the recall to include all 2017-2022 model year Chevrolet Bolt EV and Electric Utility Vehicles (EUVs) and recorded an additional warranty accrual of $1.2 billion in the three months ended September 30, 2021. In October 2021, we reached an agreement with LG, under which LG will reimburse GM for costs and expenses associated with the recall. As a result, in the three months ended September 30, 2021, we recognized a receivable of $1.9 billion, which substantially offsets the warranty charges we recognized in connection with the recall. These charges reflect our current best estimate for the cost of the recall remedy. The actual costs of the recall and GM's associated recovery from LG could be higher or lower. For 2017-2019 model year vehicles, the recall remedy will be ~~incurred or~~to replace the high voltage battery modules in these vehicles with new modules. For 2020-2022 model year vehicles, the recall remedy will be to replace any defective high voltage battery modules in these vehicles with new modules.

In addition, putative class actions have been filed against GM in federal courts in the U.S. and in the Provincial Courts in Canada alleging that the batteries contained in the Bolt EVs and EUVs included in the recall population are defective. At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of possible loss. ~~On August 16,~~

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

Patent Royalty Matters Several owners of patents are seeking past royalties from various automotive manufacturers, including GM, ~~until November 16, 2017.~~for the use of certain technologies. As of December 31, 2021, we had accrued approximately $300 million relating to these matters. We have resolved substantially all of these matters and, accordingly, have reduced our total accrual by $100 million as of March 31, 2022. We currently anticipate no material reasonably possible loss in excess of amounts accrued.

Product Liability With respect to product liability claims (other than claims relating to the ignition switch recalls discussed above) involving GM and General Motors Corporation products, we believe that any judgment against us for actual damages will be adequately covered by ourWe recorded accruals and, where applicable, excess liability insurance coverage. In addition we indemnify dealers for certain product liability related claims, including claims related to products sold by General Motors Corporation's dealers. At September 30, 2017 and December 31, 2016 liabilities of ~~$615~~$600 million and ~~$656~~$587 million ~~were recorded~~ in Accrued liabilities and Other liabilities at March 31, 2022 and December 31, 2021 for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are ~~self-insured. In light~~self-

Table of ~~vehicle recalls in recent years it~~Contents

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insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. We believe that any judgment against us involving our products for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage.

Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures. ~~We also provide vehicle repurchase guarantees and payment guarantees on commercial loans outstanding with third parties such as dealers.~~ These guarantees terminate in years ranging from ~~2017~~2022 to ~~2032~~2026 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately covered ~~and~~by our recorded accruals, which are insignificant. The maximum ~~liability, calculated as~~ future undiscounted payments ~~was $5.2~~mainly based on vehicles sold to date were $3.3 billion and ~~$4.3~~$3.1 billion for these guarantees at ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, the majority of which ~~relate~~relates to the indemnification agreements.

We provide payment guarantees on commercial loans outstanding with third parties such as dealers. In some instances, certain assets of the party or our payables to the party whose debt or performance we have guaranteed may offset, to some degree, the amount of any potential future payments. We are also exposed to residual value guarantees associated with certain ~~guarantees. Our payables~~sales to the party whose debt or performance we have guaranteed may also reduce the amount of certain guarantees. If vehicles are required to be repurchased under vehicle repurchase obligations, the total exposure would be reduced to the extent vehicles are able to be resold to another dealer.rental car companies.

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

Note ~~14.~~ 15.Income Taxes

For interim income tax reporting we estimate our annual effective tax rate and apply it to our year to date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from 2007 to 2016 with various significant tax jurisdictions.

In the three months ended ~~September 30, 2017 Income~~March 31, 2022, GM entered into a Share Purchase Agreement with SoftBank Vision Fund (AIV M2) L.P. (SoftBank), pursuant to which GM acquired SoftBank’s equity ownership stake in GM Cruise Holdings LLC (Cruise Holdings) and separately, made an additional $1.35 billion investment in Cruise in place of SoftBank. As a result, GM’s ownership in Cruise increased above the 80% threshold which allowed for inclusion of Cruise in our U.S. Federal consolidated income tax ~~expense~~return and the release of ~~$2.3 billion~~a valuation allowance of $482 million against certain Cruise deferred tax assets. Refer to Note 16 to our condensed consolidated financial statements for additional information regarding the Share Purchase Agreement with SoftBank.

In the three months ended March 31, 2022, income tax benefit of $28 million was primarily ~~resulted from~~due to tax expense attributable to entities included in our effective tax rate calculation ~~of $583 million including tax benefits from foreign dividends and $2.3 billion related to~~offset by the ~~establishment~~release of a valuation allowance onagainst certain Cruise deferred tax assets that ~~will no longer be~~are considered realizable ~~as a result~~due to the reconsolidation of Cruise for U.S. tax purposes.

The effective tax rate is lower than the applicable statutory tax rate primarily due to tax benefit related to the release of the ~~sale of the Opel/Vauxhall Business as described in Note 2, partially offset by tax benefits related to tax settlements.~~ Cruise valuation allowance.

In the three months ended ~~September 30, 2016~~March 31, 2021, Income tax expense of ~~$902 million~~$1.2 billion was primarily ~~resulted from~~due to tax expense attributable to entities included in our effective tax rate calculation ~~of $1.3 billion, partially offset by tax benefits related to foreign currency losses.~~

In the nine months ended September 30, 2017 Income tax expense of $3.6 billion primarily resulted from tax expense attributable to entities included in our effective tax rate calculation of $2.1 billion including tax benefits from foreign dividends and ~~$2.3 billion related to~~ the establishment of a valuation allowance onagainst Cruise deferred tax assets that ~~will~~were considered no longer be realizable as a result of the sale of the Opel/Vauxhall Business as described in Note 2, partially offset by tax benefits related to tax settlements. In the nine months ended September 30, 2016 Income tax expense of $2.4 billion primarily resulted from tax expense attributable to entities included in our effective tax rate calculation of $3.4 billion, partially offset by tax benefits related to foreign currency losses, tax settlements and deductions taken for stock investments in non-U.S. affiliates.realizable.

At ~~September 30, 2017~~ March 31, 2022, we had ~~$30.1~~$20.4 billion of net deferred tax assets consisting of net operating losses and income tax credits, capitalized research expenditures and other timing differences that are available to offset future income tax liabilities, partially offset by valuation allowances. The net operating losses and income tax credits include U.S. operating loss and tax credit carryforward deferred tax assets of $9.6 billion that expire by 2037 if not utilized; and Non-U.S. operating loss and tax credit carryforward deferred tax assets of $4.9 billion of which $946 million expire by 2037 if not utilized and $4.0 billion can be carried forward indefinitely.

~~Note 15. Restructuring and Other Initiatives~~

We have executed various restructuring and other initiatives and we may execute additional initiatives in the future, if necessary, to streamline manufacturing capacity and other costs to improve the utilization of remaining facilities. To the extent these programs involve voluntary separations, no liabilities are generally recorded until offers to employees are accepted. If employees are involuntarily terminated, a liability is generally recorded at the communication date. Related charges are recorded in Automotive cost of sales and Automotive selling, general and administrative expense. The following table summarizes the reserves and charges related to restructuring and other initiatives, including postemployment benefit reserves and charges:

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Balance at beginning of period $ 493
$ 333
$ 268
$ 383
Additions, interest accretion and other 43
29
333
369
Payments (75 ) (24 ) (150 ) (429 )
Revisions to estimates and effect of foreign currency (7 ) (30 ) 3
(15 )
Balance at end of period $ 454
$ 308
$ 454
$ 308

In the nine months ended September 30, 2017, restructuring and other initiatives primarily include restructuring actions announced in the three months ended June 30, 2017 in GMIO. These actions related primarily to the withdrawal of Chevrolet from the Indian and South African markets by the end of 2017 and the transition of our South Africa manufacturing operations to Isuzu Motors. We intend to continue manufacturing vehicles in India for sale to certain export markets. We recorded charges of $460 million in GMIO primarily consisting of $297 million of asset impairments, sales incentives, inventory provisions and other

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

charges, not reflected in the table above, and $163 million of dealer restructurings, employee separations and other contract cancellation costs, which are reflected in the table above and insignificant costs for separation and other programs in GMNA and GMSA. We expect to complete these programs in 2017.

Other GMIO restructuring programs reflected in the table above include separation and other programs in Australia, Korea and India and the withdrawal of the Chevrolet brand from Europe. Collectively these programs had a total cost since inception in 2013 of $883 million. We expect to complete these programs in 2017 and incur insignificant additional restructuring and other charges.

In the nine months ended September 30, 2016 restructuring and other initiatives related primarily to charges of $240 million in the three months ended March 31, 2016 in GMNA related to the cash severance incentive program to qualified U.S. hourly employees under our 2015 labor agreement with the International Union, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW) and insignificant costs for separation and other programs in Australia, Korea and India and the withdrawal of the Chevrolet brand from Europe.

Note 16. Stockholders' Equity and Noncontrolling Interests

~~At September 30, 2017 and December 31, 2016 we had~~We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. ~~At September 30, 2017~~We had no shares of preferred stock issued and outstanding at March 31, 2022 and December 31, ~~2016 we~~2021. We had ~~1.4 billion and~~ 1.5 billion shares of common stock issued and ~~outstanding. In the nine months ended September 30, 2017~~outstanding at March 31, 2022 and 2016 we purchased 86 million and 48 million shares of our outstanding common stock for $3.0 billion and $1.5 billion as part of the common stock repurchase program announced in March 2015, which our Board of Directors increased and extended in January 2016 and January 2017. Our total dividends paid on common stock were $546 million and $585 million in the three months ended September 30, 2017 and 2016 and $1.7 billion and $1.8 billion in the nine months ended September 30, 2017 and 2016.December 31, 2021.

In September 2017 GM Financial issued $1.0 billion of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share. The preferred stock is classified as noncontrolling interests on our condensed consolidated financial statements. Dividends will be paid semi-annually when declared starting March 30, 2018 at a fixed rate of 5.75% or approximately $58 million annually for the first 10 years after issuance, after which, if not called, dividends will be paid based on a floating rate. The following table summarizes the significant components of Accumulated other comprehensive loss:

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Foreign Currency Translation Adjustments
Balance at beginning of period $ (2,162 ) $ (1,959 ) $ (2,355 ) $ (2,034 )
Other comprehensive income (loss) net of reclassification adjustment, noncontrolling interests and tax(a)(b) 370
(70 ) 563
5
Balance at end of period $ (1,792 ) $ (2,029 ) $ (1,792 ) $ (2,029 )
Defined Benefit Plans
Balance at beginning of period $ (7,208 ) $ (5,950 ) $ (6,968 ) $ (5,999 )
Other comprehensive income (loss) before reclassification adjustment, net of tax(a) 87
(3 ) (256 ) (18 )
Reclassification adjustment, net of tax(a)(c) 1,126
33
1,229
97
Other comprehensive income, net of tax(a) 1,213
30
973
79
Balance at end of period $ (5,995 ) $ (5,920 ) $ (5,995 ) $ (5,920 )

~~__________~~


~~(a)~~	~~The income tax effect was insignificant in the three and nine months ended September 30, 2017 and 2016.~~


~~(b)~~	~~The reclassification adjustments and noncontrolling interests were insignificant in the three and nine months ended September 30, 2017 and 2016.~~


~~(c)~~	$1.2 billion is included in the loss on sale of the Opel/Vauxhall Business in the three and nine months ended September 30, 2017. An insignificant amount is included in the computation of periodic pension and OPEB (income) expense in the three and nine months ended September 30, 2017 and 2016.

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~~Note 17. Earnings Per Share~~

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Basic earnings per share
Income from continuing operations(a) $ 115
$ 2,768
$ 5,222
$ 7,473
Less: cumulative dividends on GM Financial preferred stock (2 ) —
(2 ) —
Income from continuing operations attributable to common stockholders 113
2,768
5,220
7,473
Income (loss) from discontinued operations, net of tax (3,096 ) 5
(3,935 ) 119
Net income (loss) attributable to common stockholders $ (2,983 ) $ 2,773
$ 1,285
$ 7,592

Weighted-average common shares outstanding 1,445
1,550
1,483
1,548

Basic earnings per common share – continuing operations $ 0.08
$ 1.79
$ 3.52
$ 4.83
Basic earnings (loss) per common share – discontinued operations $ (2.14 ) $ —
$ (2.65 ) $ 0.07
Basic earnings (loss) per common share $ (2.06 ) $ 1.79
$ 0.87
$ 4.90
Diluted earnings per share
Income from continuing operations attributable to common stockholders – diluted(a) $ 113
$ 2,768
$ 5,220
$ 7,472
Income (loss) from discontinued operations, net of tax – diluted $ (3,096 ) $ 5
$ (3,935 ) $ 119
Net income (loss) attributable to common stockholders – diluted $ (2,983 ) $ 2,773
$ 1,285
$ 7,591

Weighted-average common shares outstanding – basic 1,445
1,550
1,483
1,548
Dilutive effect of warrants and awards under stock incentive plans 27
24
24
30
Weighted-average common shares outstanding – diluted 1,472
1,574
1,507
1,578

Diluted earnings per common share – continuing operations $ 0.08
$ 1.76
$ 3.46
$ 4.73
Diluted earnings (loss) per common share – discontinued operations $ (2.11 ) $ —
$ (2.61 ) $ 0.08
Diluted earnings (loss) per common share $ (2.03 ) $ 1.76
$ 0.85
$ 4.81
Potentially dilutive securities(b) 6
26
6
26

~~__________~~


~~(a)~~	~~Net of Net (income) loss attributable to noncontrolling interests.~~


~~(b)~~	~~Potentially dilutive securities attributable to outstanding stock options were excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.~~

~~Note 18.Acquisition~~Cruise Preferred Shares In 2021, Cruise Holdings issued $2.7 billion of ~~Business~~

~~On May 12, 2016 we acquired all of the outstanding capital stock of Cruise Automation~~Class G Preferred Shares (Cruise Class G Preferred Shares) to Microsoft Corporation (Microsoft), Walmart Inc.~~, an autonomous vehicle technology company,~~ (Walmart) and other investors, including $1.0 billion to further accelerate our development of autonomous vehicles. The deal consideration at closing was $581 million, of which $291 million was paid in cash and approximately $290 million was paid through the issuance of new common stock. The fair value of the common stock issued was determined based on the closing price of our common stock on May 12, 2016. In conjunction with the acquisition, we entered into other agreements that will result in future costs contingent upon the continued employment of key individuals and additional performance-based awards contingent upon the achievement of specific technology and commercialization milestones.

Of the total consideration, $130 million was allocated to intangible assets, primarily in-process research and development with an indefinite life until fully developed and commercialized, $39 million was allocated to deferred tax liabilities, net of other assets, and $490 million was allocated to non-tax-deductible goodwill in Corporate primarilyGeneral Motors Holdings LLC. All proceeds related to the ~~synergies expected~~Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings. In addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to ~~arise as a result~~accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared. The Cruise Class G and Cruise Class F Preferred Shares convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios. No covenants or other events of default exist that can trigger redemption of the ~~acquisition.~~Cruise Class G and Cruise Class F Preferred Shares. The Cruise Class G and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling interests in our condensed consolidated financial statements.

In March 2022, under the Share Purchase Agreement, we acquired SoftBank’s Cruise Class A-1, Class F and Class G Preferred Shares for $2.1 billion and made an additional $1.35 billion investment in Cruise in place of SoftBank. SoftBank no longer has an ownership interest in or has any rights with respect to Cruise.

Net income attributable to shareholders and transfers to the noncontrolling interest in Cruise was $2.0 billion, which includes the $909 million decrease in retained earnings for the redemption of Cruise preferred shares.

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


	Three Months Ended
		March 31, 2022		March 31, 2021
Foreign Currency Translation Adjustments
Balance at beginning of period		$	(2,653)	$	(2,735)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)		397		(24)
Balance at end of period		$	(2,256)	$	(2,759)

Defined Benefit Plans
Balance at beginning of period		$	(6,528)	$	(10,654)
Other comprehensive income (loss) before reclassification adjustment, net of tax(b)		52		86
Reclassification adjustment, net of tax(b)		51		74
Other comprehensive income (loss), net of tax(b)		103		160
Balance at end of period(c)		$	(6,425)	$	(10,494)

__________

(a)The noncontrolling interests and reclassification adjustment were insignificant in the three months ended March 31, 2022 and 2021.

(b)The income tax effect was insignificant in the three months ended March 31, 2022 and 2021.

(c)Primarily consists of unamortized actuarial loss on our defined benefit plans. Refer to Note 2. Significant Accounting Policies of our 2021 Form 10-K for additional information.

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Note 17. Earnings Per Share


	Three Months Ended
		March 31, 2022		March 31, 2021
Basic earnings per share
Net income (loss) attributable to stockholders		$	2,939	$	3,022
Less: cumulative dividends on subsidiary preferred stock(a)		(952)		(46)


Net income (loss) attributable to common stockholders		$	1,987	$	2,976

Weighted-average common shares outstanding		1,458		1,447



Basic earnings per common share		$	1.36	$	2.06
Diluted earnings per share


Net income (loss) attributable to common stockholders – diluted		$	1,987	$	2,976

Weighted-average common shares outstanding – basic		1,458		1,447
Dilutive effect of awards under stock incentive plans		12		17
Weighted-average common shares outstanding – diluted		1,470		1,464



Diluted earnings per common share		$	1.35	$	2.03
Potentially dilutive securities(b)		6		2

__________

(a)Includes a $909 million deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the three months ended March 31, 2022.

(b)Potentially dilutive securities attributable to outstanding stock options at March 31, 2022 and 2021 and RSUs at March 31, 2022, were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.

Note 18. Stock Incentive Plans

GM Stock Incentive Awards We grant to certain employees RSUs, RSAs, PSUs and stock options (collectively, stock incentive awards). Total compensation expense related to the above awards was $77 million and $64 million in the three months ended March 31, 2022 and 2021. At March 31, 2022, the total unrecognized compensation expense for nonvested equity awards granted was $547 million. This expense is expected to be recorded over a weighted-average period of 1.9 years.

Cruise Stock Incentive Awards Cruise granted RSUs and stock options that will settle in common shares of Cruise Holdings in the three months ended March 31, 2022 and 2021. In March 2022, Cruise modified its RSUs that settle in Cruise common stock to remove the liquidity vesting condition such that all granted RSU awards vest solely upon satisfaction of a service condition. The service condition for the majority of these awards is satisfied over four years. Upon modification, 31 million RSUs whose service condition was previously met became immediately vested, thereby resulting in the immediate recognition of compensation expense. In addition, at Cruise's election, GM intends to conduct quarterly tender offers whereby, holders of Cruise Holdings common stock issued to settle vested awards can tender their shares generally at the fair value of Cruise’s common stock, which triggered the immediate recognition of incremental compensation expense associated with the stock options. The planned tenders results in certain awards to be classified as liabilities and other awards to be presented in temporary equity. These awards were granted under the 2018 Employee Incentive Plan approved by Cruise Holdings' Board of Directors in August 2018. Shares awarded under the plan are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan. Stock options vest ratably over four to 10 years, as defined in the terms of each award. Stock options expire 10 years from the grant date.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	Cruise Restricted Stock Units				Cruise Stock Options
	Shares (in millions)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term in Years	Shares (in millions)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term in Years

Units outstanding at January 1, 2022	66.2	$	18.82	8.1	23.8	$	7.07	2.0
Granted	28.7	$	27.49		2.9	$	15.77
Settled or exercised	—	$	—		—	$	—
Forfeited or expired	(2.9)	$	23.67		—	$	—
Units outstanding at March 31, 2022(a)	92.0	$	29.00	1.1	26.7	$	18.88	2.0

__________

(a) Weighted average fair values include the impact of the remeasurement triggered by the modification. Post modification, certain awards are liability-awards resulting in ongoing remeasurement based on changes to the awards fair value.

Our weighted-average assumptions used to value Cruise stock options are a dividend yield of 0.00% and 0.00%, expected volatility of 57.3% and 55.0%, a risk-free interest rate of 2.47% and 0.78% and an expected option life of 6.57 and 6.25 years for options issued during the three months ended March 31, 2022 and 2021. The expected volatility is based on the historical volatility of comparable public company data as Cruise Holdings is not publicly traded and therefore, does not have any trading history of its common stock.

Total compensation expense related to Cruise Holdings' share-based awards was $1.2 billion for the three months ended March 31, 2022, which primarily represents the impact of the modification to outstanding awards, and an insignificant amount for the three months ended March 31, 2021. No cash was paid to settle share-based awards for the three months ended March 31, 2022. Total unrecognized compensation expense for Cruise Holdings’ nonvested equity awards granted was $1.9 billion at March 31, 2022. Total units outstanding were 119 million at March 31, 2022, including 31 million of vested RSUs that will be settled during the three months ended June 30, 2022. The expense related to RSUs and stock options is expected to be recorded over a weighted-average period of two years.

Note 19.Segment Reporting

We analyze the results of our business through the following reportable segments: GMNA, ~~GMIO, GMSA~~GMI, Cruise and GM Financial. As discussed in Note 2, the European Business is presented as discontinued operations and is excluded from our segment results for all periods presented. The European Business was previously reported as our GM Europe (GME) segment and part of GM Financial. The chief operating ~~decision maker~~decision-maker evaluates the operating results and performance of our automotive segments and Cruise through earnings before interest and income ~~taxes-adjusted,~~taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating ~~decision maker~~decision-maker evaluates GM Financial through earnings before income ~~taxes-adjusted~~taxes (EBT)-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our strategic initiatives. ~~Our automotive manufacturing operations are integrated within the segments, benefit from broad-based trade agreements and are subject to regulatory requirements.~~ While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and contribute towards meeting required fuel efficiency standards. As a result of these and other factors, we do not manage our business on an individual brand or vehicle basis.

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

GMNA meets the demands of customers in North America and GMI primarily meets the demands of customers inoutside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. ~~The~~We also have equity ownership stakes in entities that meet the demands of customers ~~outside North America are~~in other countries, primarily ~~met~~China, with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet, GMC, and Holden brands. We also have equity ownership stakes directly or indirectly in entities through various regional subsidiaries, primarily in Asia. These companies design, manufacture and/or market vehicles under the Baojun, Buick, Cadillac, Chevrolet ~~Jiefang~~ and Wuling brands.

~~Our automotive operations' interest income~~ Cruise is our global segment responsible for the development and ~~interest expense, Maven, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures including autonomous vehicle-related~~commercialization of AV technology, and includes AV-related engineering and other ~~costs and certain nonsegment specific revenues and expenses are recorded centrally in Corporate. Corporate assets consist primarily of cash and cash equivalents, marketable securities,~~costs. We provide automotive financing services through our investment in Lyft, goodwill, intangibles, Maven vehicles and intercompany balances. Retained net underfunded pension liabilities related to the European Business are also recorded in Corporate. All intersegment balances and transactions have been eliminated in consolidation.

Beginning in the three months ended December 31, 2017, we intend to change our reportable segments as a result of planned changes in our organizational structure and the evolution of our business resulting from the sale of the Opel/Vauxhall Business and the various strategic actions taken in the GMIO region. As a result, our GMSA and GMIO segments will be reported as one, combined reportable international segment, GM International (GMI). Our GMNA and GM Financial ~~segments will not be impacted.~~segment.

~~The following tables summarize key financial information by segment:~~

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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

At and For the Three Months Ended September 30, 2017
GMNA GMIO GMSA Corporate Eliminations Total Automotive GM Financial Eliminations Total
Net sales and revenue $ 24,819
$ 3,007
$ 2,569
$ 80
$ 30,475
$ 3,161
$ (13 ) $ 33,623
Earnings (loss) before interest and taxes-adjusted $ 2,068
$ 337
$ 52
$ (242 ) $ 2,215
$ 310
$ (2 ) $ 2,523
Automotive interest income 59
Automotive interest expense (151 )
Net (loss) attributable to noncontrolling interests (1 )
Income before income taxes 2,430
Income tax expense (2,316 )
Income from continuing operations 114
Loss from discontinued operations, net of tax (3,096 )
Net loss attributable to noncontrolling interests 1
Net loss attributable to stockholders $ (2,981 )

Equity in net assets of nonconsolidated affiliates $ 82
$ 7,618
$ 1
$ —
$ —
$ 7,701
$ 1,119
$ —
$ 8,820
Total assets(a) $ 109,885
$ 20,551
$ 7,617
$ 26,410
$ (40,067 ) $ 124,396
$ 106,142
$ (1,036 ) $ 229,502
Depreciation and amortization $ 1,210
$ 101
$ 65
$ 11
$ —
$ 1,387
$ 1,743
$ —
$ 3,130
Impairment charges $ 10
$ 7
$ —
$ —
$ —
$ 17
$ —
$ —
$ 17
Equity income $ 2
$ 457
$ —
$ —
$ —
$ 459
$ 41
$ —
$ 500
The following tables summarize key financial information by segment:

~~__________~~


~~(a)~~	~~Assets in GM Financial include assets classified as held for sale.~~

At and For the Three Months Ended September 30, 2016
GMNA GMIO GMSA Corporate Eliminations
Total
Automotive

GM
Financial
Eliminations Total
Net sales and revenue $ 31,085
$ 3,376
$ 2,029
$ 40
$ 36,530
$ 2,360
$ (1 ) $ 38,889
Earnings (loss) before interest and taxes-adjusted $ 3,579
$ 220
$ (118 ) $ (212 ) $ 3,469
$ 193
$ —
$ 3,662
Adjustments(a) $ —
$ —
$ —
$ 110
$ 110
$ —
$ —
110
Automotive interest income 43
Automotive interest expense (145 )
Net (loss) attributable to noncontrolling interests (61 )
Income before income taxes 3,609
Income tax expense (902 )
Income from continuing operations 2,707
Income from discontinued operations, net of tax 5
Net loss attributable to noncontrolling interests 61
Net income attributable to stockholders $ 2,773

Equity in net assets of nonconsolidated affiliates $ 74
$ 7,629
$ 2
$ —
$ —
$ 7,705
$ 940
$ —
$ 8,645
Total assets(b) $ 101,846
$ 20,679
$ 7,662
$ 38,535
$ (31,339 ) $ 137,383
$ 82,200
$ (2,007 ) $ 217,576
Depreciation and amortization $ 1,088
$ 116
$ 75
$ 2
$ (1 ) $ 1,280
$ 1,249
$ —
$ 2,529
Impairment charges $ 3
$ 2
$ —
$ —
$ —
$ 5
$ —
$ —
$ 5
Equity income $ 3
$ 459
$ —
$ —
$ —
$ 462
$ 35
$ —
$ 497

~~__________~~

~~(a)~~

~~Consists of a net benefit of $110 million for legal related matters related to the ignition switch recall.~~

~~(b)~~

~~Assets in Corporate and GM Financial include assets classified as held for sale.~~



	At and For the Three Months Ended March 31, 2022
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	29,456	$	3,313	$	53			$	32,823	$	26	$	3,156	$	(26)	$	35,979
Earnings (loss) before interest and taxes-adjusted	$	3,141	$	328	$	(387)			$	3,082	$	(325)	$	1,284	$	4	$	4,044
Adjustments(a)	$	100	$	—	$	—			$	100	$	(1,057)	$	—	$	—	(957)
Automotive interest income																	50
Automotive interest expense																	(226)
Net income (loss) attributable to noncontrolling interests																	(131)
Income (loss) before income taxes																	2,779
Income tax benefit (expense)																	28
Net income (loss)																	2,807

Net loss (income) attributable to noncontrolling interests																	131
Net income (loss) attributable to stockholders																	$	2,939
Equity in net assets of nonconsolidated affiliates	$	1,217	$	7,406	$	—	$	—	$	8,623	$	—	$	1,779	$	—	$	10,402
Goodwill and intangibles	$	2,213	$	765	$	—	$	—	$	2,978	$	733	$	1,346	$	—	$	5,058
Total assets	$	126,454	$	24,612	$	35,696	$	(55,702)	$	131,060	$	6,310	$	115,312	$	(1,190)	$	251,492
Depreciation and amortization	$	1,504	$	134	$	5	$	—	$	1,643	$	12	$	1,236	$	—	$	2,891
Impairment charges	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Equity income (loss)	$	6	$	232	$	—	$	—	$	238	$	—	$	54	$	—	$	292

__________

(a) Consists of the resolution of substantially all potential royalty matters, accrued in the prior period, with respect to past-year vehicle sales in GMNA; and charges related to the one-time modification of Cruise stock incentive awards.



	At and For the Three Months Ended March 31, 2021
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	25,957	$	3,086	$	19			$	29,062	$	30	$	3,407	$	(25)	$	32,474
Earnings (loss) before interest and taxes-adjusted	$	3,134	$	308	$	30			$	3,472	$	(229)	$	1,182	$	(8)	$	4,417
Adjustments	$	—	$	—	$	—			$	—	$	—	$	—	$	—	—
Automotive interest income																	32
Automotive interest expense																	(250)
Net income (loss) attributable to noncontrolling interests																	(8)
Income (loss) before income taxes																	4,191
Income tax benefit (expense)																	(1,177)
Net income (loss)																	3,014

Net loss (income) attributable to noncontrolling interests																	8
Net income (loss) attributable to stockholders																	$	3,022

Equity in net assets of nonconsolidated affiliates	$	355	$	6,994	$	—	$	—	$	7,349	$	—	$	1,630	$	—	$	8,979
Goodwill and intangibles	$	2,320	$	796	$	—	$	—	$	3,116	$	730	$	1,339	$	—	$	5,185
Total assets	$	113,926	$	22,798	$	36,271	$	(53,147)	$	119,848	$	5,324	$	114,597	$	(1,358)	$	238,411
Depreciation and amortization	$	1,198	$	132	$	6	$	—	$	1,336	$	11	$	1,668	$	—	$	3,015
Impairment charges	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Equity income (loss)	$	4	$	307	$	—	$	—	$	311	$	—	$	54	$	—	$	365

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)~~

At and For the Nine Months Ended September 30, 2017
GMNA GMIO GMSA Corporate Eliminations Total
Automotive GM
Financial Eliminations Total
Net sales and revenue $ 82,594
$ 9,400
$ 6,826
$ 306
$ 99,126
$ 8,899
$ (152 ) $ 107,873
Earnings (loss) before interest and taxes-adjusted $ 9,014
$ 974
$ (90 ) $ (1,029 ) $ 8,869
$ 895
$ (5 ) $ 9,759
Adjustments(a) $ —
$ (460 ) $ (80 ) $ (114 ) $ (654 ) $ —
$ —
(654 )
Automotive interest income 184
Automotive interest expense (430 )
Net income attributable to noncontrolling interests 11
Income before income taxes 8,870
Income tax expense (3,637 )
Income from continuing operations 5,233
Loss from discontinued operations, net of tax (3,935 )
Net (income) attributable to noncontrolling interests (11 )
Net income attributable to stockholders $ 1,287

Depreciation and amortization $ 3,499
$ 327
$ 208
$ 23
$ (1 ) $ 4,056
$ 4,757
$ —
$ 8,813
Impairment charges $ 59
$ 204
$ 3
$ 5
$ —
$ 271
$ —
$ —
$ 271
Equity income $ 8
$ 1,448
$ —
$ —
$ ��
$ 1,456
$ 129
$ —
$ 1,585

~~__________~~


~~(a)~~	Consists of charges of $460 million related to restructuring actions in India and South Africa in GMIO; charges of $80 million associated with the deconsolidation of Venezuela in GMSA and charges of $114 million for legal related matters related to the ignition switch recall in Corporate.

At and For the Nine Months Ended September 30, 2016
GMNA GMIO GMSA Corporate Eliminations
Total
Automotive

GM
Financial
Eliminations Total
Net sales and revenue $ 87,815
$ 9,923
$ 5,011
$ 113
$ 102,862
$ 6,429
$ (3 ) $ 109,288
Earnings (loss) before interest and taxes-adjusted $ 9,708
$ 844
$ (300 ) $ (602 ) $ 9,650
$ 600
$ —
$ 10,250
Adjustments(a) $ —
$ —
$ —
$ (65 ) $ (65 ) $ —
$ —
(65 )
Automotive interest income 137
Automotive interest expense (413 )
Net (loss) attributable to noncontrolling interests (99 )
Income before income taxes 9,810
Income tax expense (2,436 )
Income from continuing operations 7,374
Income from discontinued operations, net of tax 119
Net loss attributable to noncontrolling interests 99
Net income attributable to stockholders $ 7,592

Depreciation and amortization $ 3,185
$ 330
$ 202
$ 12
$ (3 ) $ 3,726
$ 3,290
$ —
$ 7,016
Impairment charges $ 44
$ 65
$ —
$ —
$ —
$ 109
$ —
$ —
$ 109
Equity income $ 162
$ 1,446
$ —
$ —
$ —
$ 1,608
$ 109
$ —
$ 1,717

~~__________~~


~~(a)~~	~~Consists of a net charge of $65 million for legal related matters related to the ignition switch recall.~~

~~* * * * * * *~~

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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 ~~2016~~2021 Form 10-K.

During the three months ended September 30, 2017 we closed the sale of the Opel and Vauxhall business and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot, S.A. (PSA Group). The Opel/Vauxhall Business and our European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) are presented as discontinued operations in our condensed consolidated financial statements for all periods presented. The assets and liabilities of the Fincos are presented as held for sale as of September 30, 2017, and the assets and liabilities of the European Business are presented as held for sale as of December 31, 2016 in our condensed consolidated financial statements. In results which were reported prior to the three and nine months ended September 30, 2017, these operations were primarily reported in our GME segment, which is no longer a reportable segment, and GM Financial. Refer to Note 2 to our condensed consolidated financial statements for additional information on the disposition of the European Business.

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 ~~the "Risk Factors" section~~Part 1, Item 1A. Risk Factors of our ~~2016~~2021 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.

Non-GAAP Measures ~~Unless otherwise indicated, our non-GAAP measures discussed in this MD&A are related to our continuing operations and not our discontinued operations nor assets and liabilities held for sale.~~ Our non-GAAP measures ~~include earnings before interest and taxes (EBIT)-adjusted,~~include: EBIT-adjusted, presented net of noncontrolling ~~interests, earnings per share (EPS)-diluted-adjusted,~~interests; EBT-adjusted for our GM Financial segment; EPS-diluted-adjusted; effective tax rate-adjusted (ETR-adjusted),; return on invested capital-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 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 ~~related to goodwill; impairment charges~~ on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions; costs arising from ~~the ignition switch recall and related~~ legal matters; and certain currency devaluations associated with hyperinflationary economies. 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-adjustedEPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted ~~earnings per share~~EPS results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less ~~income (loss) from discontinued operations on an after-tax basis,~~ adjustments noted above for EBIT-adjusted ~~gains or losses on the extinguishment of debt obligations on an after-tax basis~~ and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples of income tax adjustments include the establishment or reversal of significant deferred tax asset valuation allowances.

ETR-adjustedETR-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.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

ROIC-adjustedROIC-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 ~~capital~~finance leases; average automotive net pension and OPEB liabilities; and average automotive net income tax assets during the same period. ~~Adjustments to the average equity balances exclude assets and liabilities classified as either assets held for sale or liabilities held for sale.~~

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Adjusted automotive free cash flowAdjusted 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 ~~continuing~~ operations less capital expenditures adjusted for management actions. Management actions ~~primarily related to strengthening our balance sheet,~~can include voluntary events such as ~~prepayments of debt and~~ discretionary contributions to employee benefit ~~plans.~~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 ~~our reconciliation of Net automotive cash provided by operating activities under U.S. GAAP to this non-GAAP measure.~~additional information.

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

Three Months Ended
September 30, June 30, March 31, December 31,
2017 2016 2017 2016 2017 2016 2016 2015
Net income (loss) attributable to stockholders $ (2,981 ) $ 2,773
$ 1,660
$ 2,866
$ 2,608
$ 1,953
$ 1,835
$ 6,266
(Income) loss from discontinued operations, net of tax 3,096
(5 ) 770

(106 ) 69
(8 ) 120
230
Income tax expense (benefit) 2,316
902
534
877
787
657
303
(3,139 )
Gain on extinguishment of debt —
—
—
—
—
—
—
(449 )
Automotive interest expense 151
145
132
144
147
124
150
109
Automotive interest income (59 ) (43 ) (68 ) (50 ) (57 ) (44 ) (45 ) (40 )
Adjustments
GMIO restructuring(a) —
—
460
—
—
—
—
—
Venezuela deconsolidation(b) —
—
80
—
—
—
—
—
Ignition switch recall and related legal matters(c) —
(110 ) 114
115
—
60
235
60
Other —
—
—
—
—
—
—
(18 )
Total adjustments —
(110 ) 654
115
—
60
235
42
EBIT-adjusted $ 2,523
$ 3,662
$ 3,682
$ 3,846
$ 3,554
$ 2,742
$ 2,598
$ 3,019


	Three Months Ended
	March 31,				December 31,				September 30,				June 30,
	2022		2021		2021		2020		2021		2020		2021		2020
Net income (loss) attributable to stockholders	$	2,939	$	3,022	$	1,741	$	2,846	$	2,420	$	4,045	$	2,836	$	(758)
Income tax expense (benefit)	(28)		1,177		471		642		152		887		971		(112)
Automotive interest expense	226		250		227		275		230		327		243		303
Automotive interest income	(50)		(32)		(44)		(46)		(38)		(51)		(32)		(61)
Adjustments
Cruise compensation modification(a)	1,057		—		—		—		—		—		—		—
Patent royalty matters(b)	(100)		—		250		—		—		—		—		—
GM Brazil indirect tax matters(c)	—		—		194		—		—		—		—		—
Cadillac dealer strategy(d)	—		—		—		99		158		—		17		—
GMI restructuring(e)	—		—		—		26		—		76		—		92
GM Korea wage litigation(f)	—		—		—		—		—		—		82		—
Ignition switch recall and related legal matters(g)	—		—		—		(130)		—		—		—		—
Total adjustments	957		—		444		(5)		158		76		99		92
EBIT (loss)-adjusted	$	4,044	$	4,417	$	2,839	$	3,712	$	2,922	$	5,284	$	4,117	$	(536)

_________

~~(a)~~

This adjustment was excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustment primarily consists of asset impairments, sales incentives, inventory provisions, dealer restructuring, employee separations and other contract cancellation costs in India and South Africa.


~~(b)~~	This adjustment was excluded because we ceased operations and terminated employment relationships in Venezuela due to causes beyond our control, which included adverse political and economic conditions, including the seizure of our manufacturing facility.


~~(c)~~	These adjustments were excluded because of the unique events associated with the ignition switch recall. These events included the creation of the Compensation Program, as well as various investigations, inquiries, and complaints from various constituents.

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

(b)These adjustments were excluded because they relate to potential royalties accrued with respect to past-year vehicle sales in the three months ended December 31, 2021, and the resolution of substantially all of these matters in the three months ended March 31, 2022.

(c)This adjustment was excluded because it relates to a potential settlement with third parties in the three months ended December 31, 2021 relating to retrospective recoveries of indirect taxes in Brazil realized in prior periods.

(d)These adjustments were excluded because they relate to strategic activities to transition certain Cadillac dealers from the network as part of Cadillac's electric vehicle (EV) strategy.

(e)These adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. These adjustments primarily consist of employee separation charges in the three months ended December 31, 2020, supplier claims in the three months ended September 30, 2020 and inventory provisions in the three months ended June 30, 2020.

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

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

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

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	Three Months Ended												Nine Months Ended													Three Months Ended
	September 30, 2017						September 30, 2016						September 30, 2017						September 30, 2016								March 31, 2022	March 31, 2021
	Amount			Per Share			Amount			Per Share			Amount			Per Share			Amount			Per Share						Amount		Per Share		Amount		Per Share
Diluted earnings (loss) per common share	$	(2,983	)	$	(2.03	)	$	2,773		$	1.76		$	1,285		$	0.85		$	7,591		$	4.81		Diluted earnings (loss) per common share			$	1,987��	$	1.35	$	2,976	$	2.03
Diluted (earnings) loss per common share – discontinued operations	3,096			2.11			(5		)	(0.00		)	3,935			2.61			(119		)	(0.08		)
Adjustments(a)	—			—			(110		)	(0.07		)	654			0.43			65			0.04			Adjustments(a)			957		0.65		—		—
Tax effect on adjustments(b)	—			—			41			0.02			(208		)	(0.14		)	(25		)	(0.01		)	Tax effect on adjustments(b)			(296)		(0.20)		—		—
Tax adjustment(c)	1,828			1.24			—			—			1,828			1.22			—			—
Tax adjustments(c)																									Tax adjustments(c)			(482)		(0.33)		316		0.22
Deemed dividend adjustment(d)																									Deemed dividend adjustment(d)			909		0.62		—		—
EPS-diluted-adjusted	$	1,941		$	1.32		$	2,699		$	1.71		$	7,494		$	4.97		$	7,512		$	4.76		EPS-diluted-adjusted			$	3,075	$	2.09	$	3,292	$	2.25

__________


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


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


~~(c)~~	This adjustment represents the tax expense related to the establishment of a valuation allowance on deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements.

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT (loss)-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)These adjustments consist of tax benefit related to the release of a valuation allowance against deferred tax assets that are considered realizable as a result of Cruise tax reconsolidation in the three months ended March 31, 2022, and tax expense related to the establishment of a valuation allowance against deferred tax assets that were considered no longer realizable for Cruise in the three months ended March 31, 2021. These adjustments were excluded because significant impacts of valuation allowances are not considered part of our core operations.

(d)This adjustment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the three months ended March 31, 2022.

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


	Three Months Ended															Nine Months Ended														Three Months Ended
	September 30, 2017							September 30, 2016								September 30, 2017							September 30, 2016								March 31, 2022	March 31, 2021
	Income before income taxes		Income tax expense			Effective tax rate		Income before income taxes			Income tax expense			Effective tax rate		Income before income taxes		Income tax expense			Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate						Income before income taxes		Income tax expense (benefit)		Effective tax rate		Income before income taxes		Income tax expense (benefit)		Effective tax rate
Effective tax rate	$	2,430	$	2,316		95.3	%	$	3,609		$	902		25.0	%	$	8,870	$	3,637		41.0	%	$	9,810	$	2,436	24.8	%	Effective tax rate				$	2,779	$	(28)	(1.0)	%	$	4,191	$	1,177	28.1	%
Adjustments(a)	—		—					(110		)	(41		)			654		208					65		25				Adjustments(a)				1,053		296				—		—
Tax adjustment(b)			(1,828		)						—							(1,828		)					—				Tax adjustment(b)						482						(316)
ETR-adjusted	$	2,430	$	488		20.1	%	$	3,499		$	861		24.6	%	$	9,524	$	2,017		21.2	%	$	9,875	$	2,461	24.9	%	ETR-adjusted				$	3,832	$	750	19.6	%	$	4,191	$	861	20.5	%

__________


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


~~(b)~~	~~Refer to the reconciliation of diluted earnings (loss) per common share under U.S. GAAP to EPS-diluted-adjusted within this section of MD&A for adjustment details.~~

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT (loss)-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.

(b)Refer to the reconciliation of diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted within this section of MD&A for adjustment details.

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, 2022			March 31, 2021
Net income (loss) attributable to stockholders	$	9.9		$	9.2
Average equity(a)	$	59.6		$	45.7
ROE	16.7		%	20.0		%

__________

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

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Four Quarters Ended
September 30, 2017 September 30, 2016
Net income attributable to stockholders $ 3.1
$ 13.9
Average equity $ 44.5
$ 42.7
ROE 7.0 % 32.5 %

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

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Four Quarters Ended
September 30, 2017 September 30, 2016
EBIT-adjusted(a) $ 12.4
$ 13.3
Average equity $ 44.5
$ 42.7
Add: Average automotive debt and interest liabilities (excluding capital leases) 10.8
9.4
Add: Average automotive net pension & OPEB liability 21.2
22.6
Less: Average automotive net income tax asset (31.7 ) (33.1 )
ROIC-adjusted average net assets
$ 44.8
$ 41.6
ROIC-adjusted
27.6 % 31.9 %


	Four Quarters Ended
	March 31, 2022			March 31, 2021
EBIT (loss)-adjusted(a)	$	13.9		$	12.9
Average equity(b)	$	59.6		$	45.7
Add: Average automotive debt and interest liabilities (excluding finance leases)	16.9			24.7
Add: Average automotive net pension & OPEB liability	14.0			17.8
Less: Average automotive and other net income tax asset	(21.8)			(23.8)
ROIC-adjusted average net assets	$	68.8		$	64.4
ROIC-adjusted	20.2		%	20.0		%

__________


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

~~Overview~~ Our strategic plan includes several major initiatives that we anticipate will help us achieve our goal of 9% to 10% margins on an EBIT-adjusted basis (EBIT-adjusted margins, calculated as EBIT-adjusted divided by Net sales and revenue) by early next decade: earn customers for life by delivering great products to our customers; lead the industry in quality and safety and improve the customer ownership experience; lead in technology and innovation, including electrification, OnStar 4G LTE and connected car, alternative propulsion, urban mobility including ride- and car-sharing through Maven and our investment in Lyft, active safety features and autonomous vehicles; grow our brands, particularly the Cadillac brand in the U.S. and China and the Chevrolet brand globally; continue our growth in China; continue the growth of GM Financial into our full captive automotive financing company; and deliver core operating efficiencies.

In addition to our EBIT-adjusted margin improvement goal, our overall financial targets include expected total annual operational and functional cost savings of $6.5 billion in aggregate through 2018 compared to 2014 costs, of which more than $5 billion has been realized as of September 30, 2017, and which will more than offset our planned incremental investments in brand building, engineering and technology as we launch new products; and execution of our capital allocation program as described in the "Liquidity and Capital Resources" section of this MD&A.

For the year ending December 31, 2017 we expect to continue to generate strong consolidated financial results notwithstanding a more challenging operating environment than expected at the beginning of the year. Raw material costs are on the rise and we continue to take actions to adjust production in response to lower passenger car demand and pricing pressure in North America. We forecast total net sales and revenue, EBIT-adjusted and EBIT-adjusted margins that are generally in line with 2016 results, ROIC-adjusted of greater than 25%, Automotive operating cash flow from continuing operations of approximately $14 billion, adjusted automotive free cash flow from continuing operations of approximately $6 billion, EPS-diluted of between $1.66 and $2.16 and EPS-diluted-adjusted in the middle of the range of $6.00 to $6.50. The following table reconciles expected diluted earnings per common share under U.S. GAAP to ~~expected EPS-diluted-adjusted:~~EBIT (loss)-adjusted within this section of MD&A.

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

Overview Our vision for the future is a world with zero crashes, zero-emissions and zero congestion, which guides our growth-focused strategy to invest in EVs and AVs, software-enabled services and subscriptions and new business opportunities, while strengthening our market position in profitable internal combustion engine vehicles, such as trucks and SUVs. We have committed to an all-electric future with a core focus on zero-emission battery EVs as part of our long-term strategy. We plan to execute our strategy with a diverse team and a steadfast commitment to good citizenship through sustainable operations and a leading health and safety culture.



	~~Year Ending December 31, 2017~~
~~Diluted earnings per common share~~	~~$ 1.66-2.16~~
~~Diluted loss per common share – discontinued operations(a)~~	~~2.83~~
~~Adjustments(b)~~	~~0.43~~
~~Tax effect on adjustments(c)~~	~~(0.14~~	)
~~Tax adjustment(d)~~	~~1.22~~
~~EPS-diluted-adjusted~~	~~$ 6.00-6.50~~

~~__________~~


~~(a)~~	~~Refer to Overview~~ – PSA Group Transaction for additional details of the components of the total charge associated with the sale of the European Business. The Fincos portion of the charges is subject to interest rate and foreign currency fluctuations and is based on the estimated closing date.


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


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


~~(d)~~	~~This adjustment represents the tax provision related to the establishment of valuation allowances, partially offset by tax benefits related to tax settlements.~~

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The ~~following table reconciles expected Net~~ automotive ~~cash provided by operating activities~~industry and GM are currently experiencing supply chain challenges, including the continuing global semiconductor supply shortage, which continues to impact multiple suppliers. We will continue prioritizing our most popular and in-demand vehicles, including our full-size trucks, full-size SUVs and EVs. We do not expect these challenges to impact our long-term growth and EV initiatives. In June 2021, we announced plans to increase our investment in EVs and AVs from ~~continuing operations under U.S. GAAP~~$27.0 billion to ~~expected adjusted automotive free cash flow from continuing operations (dollars in billions):~~more than $35.0 billion, through 2025, to accelerate battery and EV assembly capacity.

Year Ending December 31, 2017
Net automotive cash provided by operating activities – continuing operations $ 14
Less: expected capital expenditures (8 )
Adjusted automotive free cash flow – continuing operations 6
Net automotive cash provided by operating activities – discontinued operations —
Less: expected capital expenditures – discontinued operations (1 )
Adjusted automotive free cash flow $ 5

We continue to monitor the impact of the COVID-19 pandemic, and government actions and measures taken to prevent its spread, and the potential to affect our operations. Refer to Part I, Item 1A. Risk Factors of our 2021 Form 10-K for further discussion of these risks.

We also face continuing ~~challenges from a~~ market, operating and regulatory ~~standpoint~~challenges in ~~a number of~~several countries across the globe due to, among other factors, weak economic conditions, competitive pressures, our product portfolio offerings, heightened emissions standards, labor disruptions, foreign exchange volatility, rising material and services prices driven by inflationary pressures, evolving trade policy and political uncertainty. AsRefer to Part I, Item 1A. Risk Factors of our 2021 Form 10-K for a ~~result~~discussion of these ~~conditions, we continue to strategically assess our performance and ability to achieve acceptable returns on our invested capital.~~ challenges.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions ~~may~~could be ~~required or a determination may be made that the carrying amount of our long-lived assets may not be recoverable in certain of these countries. Such a determination may~~required. These actions could give rise to future asset impairments or other charges, which may have a material impact on our ~~results~~operating results.

For the year ending December 31, 2022, we expect Net income attributable to stockholders of ~~operations.~~between $9.6 billion and $11.2 billion, EBIT-adjusted of between $13.0 billion and $15.0 billion, EPS-diluted of between $5.76 and $6.76 and EPS-diluted-adjusted of between $6.50 and $7.50. We do not consider the potential impact of future adjustments on our expected financial results.

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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, 2022
Net income attributable to stockholders									$ 9.6-11.2
Income tax expense									1.6-2.0
Automotive interest expense, net									0.8

Adjustments(a)									1.0
EBIT-adjusted(b)									$ 13.0-15.0

________

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

(b)We do not consider the potential future impact of adjustments on our expected financial results.

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


									Year Ending December 31, 2022
Diluted earnings per common share									$ 5.76-6.76
Adjustments(a)									0.74

EPS-diluted-adjusted(b)									$ 6.50-7.50

________

(a)Refer to the reconciliation of diluted earnings (loss) per common share under U.S. GAAP to EPS-diluted-adjusted within the MD&A for the details of each individual adjustment.

(b)We do not consider the potential future impact of adjustments on our expected financial results.

GMNA ~~In the nine months ended September 30, 2017 industry~~Industry sales in North America were ~~16.1~~4.1 million units in the three months ended March 31, 2022, representing a decrease of ~~1.2%~~14.3% compared to the corresponding period in ~~2016.~~2021. U.S. industry sales were ~~13.1~~3.4 million units in the ~~nine~~three months ended ~~September 30, 2017 and we expect industry unit sales~~March 31, 2022, representing a decrease of 15.7% compared to bethe corresponding period in ~~the low 17 millions for the full year. Consistent with 2016, U.S. industry sales in the second half of the year are projected to be stronger than in the first half of the year.~~2021.

~~In the nine months ended September 30, 2017 our~~Our total vehicle sales in the U.S., our largest market in North America, ~~totaled 2.2~~were 0.5 million units for market share of ~~16.7%,~~15.2% in the three months ended March 31, 2022, representing ~~an increase~~a decrease of ~~0.1~~0.8 percentage points compared to the corresponding period in ~~2016.~~ 2021.

We ~~continue~~expect to ~~lead the U.S. industry in market share. The increase in our U.S. market share was driven by~~sustain relatively strong ~~performance in fleet sales, primarily commercial and government.~~

~~In the year ending December 31, 2017 we forecast sustained~~ EBIT-adjusted margins ~~of greater than 10%~~in 2022 on the continued strength of favorable vehicle pricing and strong U.S. industry light vehicle ~~sales, key product launches~~demand, partially offset by higher costs associated with commodities, raw materials and ~~continued focus~~logistics. Our outlook is dependent on the pricing environment, continuing improvement of supply chain challenges and overall ~~cost savings. Based on our current cost structure,~~economic conditions. As a result of supply chain challenges, we ~~estimate GMNA’s breakeven point at the U.S. industry level to be in the range of 10.0 to 11.0 million units.~~

In September 2017 the labor contract covering approximately 2,900 employees in Canada expired and Unifor initiated a work stoppage. In October 2017 we entered into a collectively bargained labor agreement with Unifor. The impact of the agreement was not materialexperienced interruptions to our ~~condensed consolidated financial statements.~~

~~GMIO~~ ~~In the nine months ended September 30, 2017 China industry sales were 19.4 million units~~planned production schedules and ~~our market share was 14.2%. We~~ continue to ~~see strength in sales~~prioritize production of our ~~Cadillac~~most popular and ~~Baojun passenger~~in-demand products, including our full-size trucks, full-size SUVs and EVs. Additionally, we have been manufacturing vehicles ~~and SUVs. However, residual effects from~~without the ~~government's partial removal of a purchase tax incentive at the end of 2016, and the rapid growth of SUVs over sedans in the market~~ impacted Buick and Chevrolet performance. Wuling sales were impacted by the market shift away from mini commercial vehicles. In the nine months ended September 30, 2017 our Automotive China JVs generated equity income of $1.5 billion. We expect industry growth in 2017 and a continuation of pricing pressures, which will continue to pressure margins. We continue to expect an increase in vehicle sales in 2017 driven by new launchescomponents and expect to ~~sustain strong~~hold these vehicles in our inventory until they are completed and sold to our dealers.

GMI Industry sales in China ~~equity income and margins by focusing on improvements in vehicle mix, cost efficiencies, and downstream performance optimization.~~

~~Many markets~~were 5.8 million units in the rest of Asia Pacific, Africa and the Middle East continue to experience negative impacts from economic conditions such as foreign exchange volatility and low oil prices, however, strength in certain markets led to industry sales of 15.7 million units, representing an increase of 2.2% in the ninethree months ended ~~September 30, 2017~~March 31, 2022, representing a decrease of 13.4% compared to the corresponding period in ~~2016.~~2021. Our total vehicle sales ~~totaled 0.5~~in China were 0.6 million units ~~leading to a~~for market share of ~~3.0%~~10.6% in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, representing a decrease of ~~0.4~~1.1 percentage points compared to the corresponding period in ~~2016.~~

~~GM Korea's collective bargaining agreement negotiations began~~2021, reflecting the impact of the semiconductor shortage and COVID-19 restrictions on global original equipment manufacturers. The ongoing global semiconductor supply shortage, macro-economic impact and local restrictions due to COVID-19 and geopolitical tensions continue to place pressure on China's automotive industry and our vehicle sales in China. Our Automotive China JVs generated equity income of $0.2 billion in the ~~second quarter of 2017.~~three months ended March 31, 2022. Although ~~GM Korea has reached settlements in recent years without work stoppages, there is~~price competition, higher costs associated with commodities and raw materials and a ~~potential risk of work stoppages in negotiations which could negatively affect our business.~~

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~~In May 2017 we announced several restructuring actions in GMIO which were primarily~~more challenging regulatory environment related to ~~the withdrawal~~emissions, fuel consumption and new energy vehicles will place pressure on our operations in China, we will continue to build upon our strong brands, network, and partnerships in China as well as drive improvements in vehicle mix and cost.

Outside of Chevrolet from the Indian and South African markets by the end of 2017 and the transition of our South African manufacturing operations to Isuzu Motors. These actions occurred as a result of a strategic decision to focus resources on opportunities expected to deliver higher returns. Refer to Note 15 to our condensed consolidated financial statements for additional information related to these restructuring actions.

~~GMSAThe South American automotive industry continues to be challenged by weak economic conditions and lack of consumer confidence. Despite these challenges,~~China, industry sales were ~~3.1~~5.8 million units in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022, representing a ~~13.2% increase~~decrease of 6.9% compared to the corresponding period in ~~2016. In the nine months ended September 30, 2017 our~~2021. Our total vehicle sales ~~in Brazil, our largest market in South America, totaled 0.3~~outside of China were 0.2 million units for a market share of ~~17.5%,~~3.7% in the three months ended March 31, 2022, representing an increase of ~~1.2~~0.2 percentage points compared to the corresponding period in ~~2016 as we~~2021.

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We historically operated a small import business in Russia and sold GM-badged vehicles into Russia through GM’s alliance partner in Uzbekistan. GM’s current direct and indirect profitability in Russia is insignificant. With Russia’s recent invasion of Ukraine, western sanctions on Russia have and may continue to ~~benefit from~~progressively increase. In addition, reputational, legal and other concerns may impact our ability to operate in Russia. As of the end of February, we suspended our exports into Russia and instructed our Russian sales company to cease selling vehicles within Russia. In April, we took additional actions to extend the suspension of our Russian business, including the cessation of commercial operations. We continue to monitor the evolving situation. Because of the deteriorating business environment in Russia and ongoing sanctions, our ability to operate in Russia in the future is uncertain. In the event we were to lose control of our Russian sales company or are otherwise unable to operate again in Russia, we would expect to record a ~~refreshed portfolio.~~

~~Based~~non-cash charge of approximately $0.6 billion to write off our investment and release accumulated translation losses. These charges would be considered special for EBIT-adjusted and EPS-diluted-adjusted purposes. We also expect to incur insignificant cash charges for employee severance and other local obligations. In addition, we are monitoring the situation and its macroeconomic impacts on our ~~current cost structure, we estimate GMSA’s breakeven point at~~financial position and results of operations.

Cruise Gated by safety and regulation, Cruise continues to make significant progress towards commercialization of a network of on-demand AVs in the ~~Brazil industry level~~United States and globally. In 2021, Cruise received a driverless test permit from the California Public Utilities Commission (CPUC) to ~~be 2.2 million units. For~~provide unpaid rides to the ~~remainder~~public in driverless vehicles and received approval of ~~2017, we forecast improved results driven by a modest industry recovery and~~its Autonomous Vehicle Deployment Permit from the ~~strength~~California Department of ~~our portfolio.~~

~~Venezuelan Operations~~ ~~In May 2017 we deconsolidated our business~~Motor Vehicles to commercially deploy driverless AVs. Cruise will need one additional permit from the CPUC to charge the public for driverless rides in ~~Venezuela which resulted in a charge of $0.1 billion during the nine months ended September 30, 2017.~~

~~CorporateThrough October 17, 2017, we purchased an aggregate of 274 million shares of our common stock under our repurchase program for $9.4 billion, as detailed in~~California. Refer to the "Liquidity and Capital Resources" section of this MD~~&A.~~

~~The ignition switch recall has led to various inquiries, investigations, subpoenas, requests~~&A for information ~~and complaints from agencies or other representatives of U.S., federal, state and Canadian governments. In addition these and other recalls have resulted~~about GM's additional investment in a number of claims and lawsuits. Such lawsuits and investigations could in the future result in the imposition of material damages, fines, civil consent orders, civil and criminal penalties or other remedies. Refer to Note 13 to our condensed consolidated financial statements for additional information.Cruise.

~~Takata Matters~~On May 4, 2016 NHTSA issued an amended consent order requiring Takata to file defect information reports (DIRs) for previously unrecalled front airbag inflators that contain phase-stabilized ammonium nitrate-based propellant without a moisture absorbing desiccant on a multi-year, risk-based schedule through 2019 impacting tens of millions of vehicles produced by numerous automotive manufacturers. NHTSA concluded that the likely root cause of the rupturing of the airbag inflators is a function of time, temperature cycling and environmental moisture.

On May 16, 2016 Takata issued its first DIR in connection with the amended consent order, and on January 3, 2017, Takata issued its second set of DIRs. Although we do not believe there is a safety defect at this time in any unrecalled GM vehicles within the scope of the Takata DIRs, in cooperation with NHTSA we filed Preliminary DIRs on May 27, 2016, updated as of June 13, 2016, covering 2.5 million of certain of our GMT900 vehicles, which are full-size pick-up trucks and SUVs. On November 15, 2016, we filed a petition for inconsequentiality and request for deferral of determination regarding those GMT900 vehicles. On November 28, 2016, NHTSA granted GM’s deferral request in connection with this petition. The deferral provided GM until August 31, 2017 to present evidence and analysis that our vehicles do not pose an unreasonable risk to motor vehicle safety.

On August 25, 2017, we filed a supplemental brief in support of our petitions that provided NHTSA with the results of our long-term study and testing and the basis for our determination that the inflators in these vehicles do not present an unreasonable risk to safety and that no repair should ultimately be required. In our brief, we requested that NHTSA grant our petitions or, in the alternative, grant an additional deferral period to provide time for further testing.

We believe these vehicles are currently performing as designed and ongoing testing continues to support the belief that the vehicles' unique design and integration mitigates against inflator propellant degradation and rupture risk. For example, the airbag inflators used in the vehicles are a variant engineered specifically for our vehicles, and include features such as greater venting, unique propellant wafer configurations, and machined steel end caps. The inflators are packaged in the instrument panel in such a way as to minimize exposure to moisture from the climate control system. Also, these vehicles have features that minimize the

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~~maximum temperature to which the inflator will be exposed, such as larger interior volumes and standard solar absorbing windshields and side glass.~~

Accordingly, no warranty provision has been made for any repair associated with our vehicles subject to the Preliminary DIRs and amended consent order. However, in the event we are ultimately obligated to repair the vehicles subject to current or future Takata DIRs under the amended consent order in the U.S., we estimate a reasonably possible impact to GM of approximately $1.0 billion.

GM is engaged in discussions with regulators outside the U.S. with respect to Takata inflators. There are differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We continue to gather and analyze evidence about these inflators and to share our findings with regulators. We were required to recall certain vehicles outside of the U.S. in the three months ended September 30, 2017 to replace Takata inflators in these vehicles. Additional recalls, if any, could be material to our results of operations and cash flows. We continue to monitor the international situation.

Through October 17, 2017 we were aware of two putative class action pending against GM in federal court in the U.S., one putative class action in Mexico and four putative class actions pending in various Provincial Courts in Canada arising out of allegations that airbag inflators manufactured by Takata are defective. At this early stage of these proceedings, we are unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the amounts or range of possible loss. On August 16, 2017, the bankruptcy court hearing the Takata bankruptcy entered an order staying all Takata related litigation against automotive manufacturers, including GM, until November 16, 2017.

On June 26, 2017, Takata filed for bankruptcy protection in the United States and Japan. Over the past several months, a group of global automakers, including GM, have had discussions with Takata and Key Safety Systems, Inc. regarding a potential transaction involving the sale of Takata's business. GM has not experienced any supply interruptions arising from Takata initiating formal insolvency proceedings and anticipates that Takata will continue an uninterrupted supply of component parts to GM during the insolvency proceedings. GM continues to monitor Takata’s financial and operational performance and to develop alternative and contingent supplies to attempt to mitigate prospective threats to the supply of components.

~~PSA Group Transaction~~ On July 31, 2017 we closed the sale of our Opel/Vauxhall Business to PSA Group. The transfer of the Fincos is expected to close by the end of the year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions.

The net consideration paid at closing for the Opel/Vauxhall Business was $1.4 billion, consisting of (1) $1.1 billion in cash; and (2) $0.8 billion in warrants in PSA Group; partially offset by (3) the $0.5 billion de-risking premium payment made to PSA Group for assuming certain underfunded pension liabilities. In addition, we agreed to sell the shares of PSA Group received upon exercise of the warrants within 35 days after exercise. The net consideration to be paid for the Fincos will be 0.8 times their book value at closing, which we estimate will be approximately $1.1 billion based on exchange rates at September 30, 2017, subject to foreign currency fluctuations. The purchase price is subject to certain working capital adjustments as provided in the Agreement.

The total charge from the sale of the European Business is expected to be approximately $6.3 billion, net of tax. During the three months ended September 30, 2017 the Company recorded a charge of $5.4 billion as a result of the sale of the Opel/Vauxhall Business, of which $3.1 billion is recorded in Income (loss) from discontinued operations, net of tax, and $2.3 billion was treated as an adjustment to both EPS-diluted-adjusted and ETR-adjusted. The charge relates to: (1) $4.3 billion of deferred tax assets that will no longer be realizable or that transferred to PSA Group; (2) $1.5 billion related to previously deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; and (3) other net charges primarily related to contract cancellations, working capital adjustments and certain transitional services and other costs to support the separation of operations to be provided for a period of time following closing; partially offset by proceeds. During the three months ended June 30, 2017 we recognized, on a pre-tax basis, a charge of $0.8 billion in Income (loss) from discontinued operations consisting of (1) a charge of $0.4 billion for the cancellation of production programs resulting from the convergence of vehicle platforms between the European Business and PSA Group; (2) a disposal loss of $0.3 billion as a result of the Fincos being classified as held for sale; and (3) other insignificant charges. We expect to record a disposal loss of approximately $0.3 billion upon sale of the Fincos.

The Seller has agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities including emissions and product liabilities. The Company has entered into a guarantee for the benefit of PSA Group and pursuant to which the Company has agreed to guarantee the Seller's obligation to indemnify PSA Group for certain losses resulting from any inaccuracy of certain

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representations and warranties or breaches of our covenants in the Agreement and for certain other liabilities. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

We retained net underfunded pension liabilities of $6.8 billion owed primarily to current pensioners and former employees of the European Business with vested pension rights. PSA Group assumed approximately $3.1 billion of net underfunded pension liabilities primarily with respect to active employees of the Opel/Vauxhall Business, and during the three months ended September 30, 2017 the Seller made payments of $3.4 billion in respect of these assumed liabilities, which includes pension funding payments for active employees and the de-risking premium payment discussed above. At closing we drew upon our three-year unsecured revolving credit facility to fund these payments. We issued debt securities thereafter to repay the draw on our credit facility.

We also retained the United Kingdom defined benefit pension plans in existence at signing related to the Opel/Vauxhall Business, including responsibility for service cost accruals through the closing date.

~~We have agreed to purchase from and supply to PSA Group certain vehicles for a period of time following closing and not to engage in certain competing businesses in Europe for a period of three years.~~

~~Refer to Note 2 to our condensed consolidated financial statements for additional information.~~

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 and functionality. Market leadership in individual countries in which we compete varies widely.

We present both wholesale and ~~retail~~total vehicle sales data to assist in the analysis of our revenue and our market share.

Wholesale vehicle sales data ~~(vehicles in thousands), which represents~~consists of sales ~~directly~~ to GM's dealers and ~~others, including~~distributors as well as sales to ~~fleet customers, is~~ the ~~measure that~~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. ~~Wholesale vehicle sales exclude vehicles sold by joint ventures.~~ In the ~~nine~~three months ended ~~September 30, 2017, 39.2%~~March 31, 2022, 28.4% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes ~~total~~ wholesale vehicle sales ~~of new vehicles~~ by automotive ~~segment:~~segment (vehicles in thousands):


	Three Months Ended
		March 31, 2022	March 31, 2021
GMNA			694	83.5	%	664	80.9	%
GMI			137	16.5	%	157	19.1	%
Total			831	100.0	%	821	100.0	%

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
GMNA(a) 762
70.4 % 1,030
76.7 % 2,596
72.7 % 2,908
76.4 %
GMIO(b) 136
12.5 % 160
11.9 % 452
12.7 % 500
13.1 %
GMSA(a) 185
17.1 % 153
11.4 % 487
14.6 % 400
10.5 %
Total 1,083
100.0 % 1,343
100.0 % 3,535
100.0 % 3,808
100.0 %

Discontinued operations 90
268
696
904

~~__________~~


~~(a)~~	~~Wholesale vehicle sales related to transactions with the European Business were insignificant for the three and nine months ended September 30, 2017 and 2016.~~


~~(b)~~	Wholesale vehicle sales include 37 and 24 vehicles related to transactions with the European Business for the three months ended September 30, 2017 and 2016 and 131 and 94 vehicles for the nine months ended September 30, 2017 and 2016.

~~Retail~~Total vehicle sales data ~~which represents~~represents: (1) retail sales (i.e., sales to ~~end customers based upon the good faith estimates of management, including~~consumers who purchase new vehicles from dealers or distributors); (2) fleet sales (i.e., sales to ~~fleet customers, does not correlate directly to the revenue we recognize during the period. However retail~~large and small businesses, governments, and daily rental car companies); and (3) vehicles used by dealers in their business. Total vehicle sales data ~~is indicative of the underlying demand~~ for ~~our vehicles. Market share information is based primarily on retail~~periods presented prior to 2022 reflect courtesy transportation vehicles used by U.S. dealers in their business; beginning in 2022, we stopped including such dealership courtesy transportation vehicles in total vehicle sales ~~volume. In countries where retail vehicle sales data is not readily available, other data sources~~until such time as ~~wholesale or forecast volumes are used~~those vehicles were sold to ~~estimate retail vehicle sales to~~the end ~~customers.~~

~~Retail~~customer. Total vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on ~~the~~our percentage of 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. Retail~~ventures, which are included in the total vehicle sales we report for China. While total vehicle sales data ~~includes vehicles used by dealers under courtesy transportation programs and vehicles sold through~~does not correlate directly to the ~~dealer registration channel primarily in Europe. This sales channel consists primarily~~revenue we recognize during a particular period, we believe it is indicative of ~~dealer demonstrator, loaner and self-registered vehicles which are not eligible to be sold as new vehicles after being registered by dealers. Certain fleet sales that are accounted~~the underlying demand for ~~as operating leases are included in retail~~our vehicles. Total vehicle sales ~~at the time~~data represents management's good faith estimate based on sales reported by GM's 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.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

The following table summarizes industry and GM total ~~industry retail~~vehicle sales ~~or estimated sales where retail sales volume is not available, of vehicles~~ and our related competitive position by geographic region (vehicles in thousands):


	Three Months Ended
		March 31, 2022	March 31, 2021
				Industry	GM	Market Share		Industry	GM	Market Share
North America
United States				3,383	513	15.2	%	4,014	642	16.0	%
Other				687	88	12.8	%	735	104	14.2	%
Total North America				4,070	601	14.8	%	4,749	746	15.7	%
Asia/Pacific, Middle East and Africa
China(a)				5,796	613	10.6	%	6,696	780	11.7	%
Other				5,016	122	2.4	%	5,357	100	1.9	%
Total Asia/Pacific, Middle East and Africa				10,811	735	6.8	%	12,053	880	7.3	%
South America
Brazil				405	50	12.4	%	528	75	14.2	%
Other				388	40	10.3	%	357	43	12.0	%
Total South America				793	90	11.4	%	885	118	13.3	%
Total in GM markets				15,675	1,426	9.1	%	17,688	1,744	9.9	%
Total Europe				3,742	—	—	%	3,939	—	—	%
Total Worldwide(b)(c)				19,416	1,427	7.3	%	21,627	1,744	8.1	%
United States
Cars				670	47	7.0	%	857	61	7.1	%
Trucks				883	287	32.5	%	1,059	307	29.0	%
Crossovers				1,830	179	9.8	%	2,098	274	13.1	%
Total United States				3,383	513	15.2	%	4,014	642	16.0	%
China(a)
SGMS					263				347
SGMW					350				433
Total China				5,796	613	10.6	%	6,696	780	11.7	%

__________

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

~~Table~~(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 ~~Contents~~market share.

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

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Industry GM Market Share Industry GM Market Share Industry GM Market Share Industry GM Market Share
North America
United States 4,511
781
17.3 % 4,553
773
17.0 % 13,117
2,196
16.7 % 13,365
2,212
16.6 %
Other 1,015
144
14.1 % 1,021
146
14.3 % 2,998
423
14.1 % 2,943
416
14.1 %
Total North America(a) 5,526
925
16.7 % 5,574
919
16.5 % 16,115
2,619
16.3 % 16,308
2,628
16.1 %
Asia/Pacific, Middle East and Africa
China(b) 6,940
982
14.2 % 6,568
874
13.3 % 19,373
2,748
14.2 % 19,565
2,690
13.7 %
Other(c) 5,222
148
2.8 % 5,056
171
3.4 % 15,695
466
3.0 % 15,353
524
3.4 %
Total Asia/Pacific, Middle East and Africa(a) 12,162
1,130
9.3 % 11,624
1,045
9.0 % 35,068
3,214
9.2 % 34,918
3,214
9.2 %
South America
Brazil 601
107
17.8 % 525
89
16.9 % 1,620
283
17.5 % 1,508
246
16.3 %
Other 515
72
14.0 % 436
64
14.7 % 1,447
204
14.1 % 1,201
176
14.6 %
Total South America(a) 1,116
179
16.1 % 961
153
15.9 % 3,067
487
15.9 % 2,709
422
15.6 %
Total in GM markets 18,804
2,234
11.9 % 18,159
2,117
11.7 % 54,250
6,320
11.6 % 53,935
6,264
11.6 %
Total Europe 4,356
83
1.9 % 4,306
274
6.4 % 14,526
684
4.7 % 14,096
897
6.4 %
Total Worldwide(d) 23,160
2,317
10.0 % 22,465
2,391
10.6 % 68,776
7,004
10.2 % 68,031
7,161
10.5 %
United States
Cars 1,573
179
11.4 % 1,736
218
12.5 % 4,709
541
11.5 % 5,264
663
12.6 %
Trucks 1,276
347
27.2 % 1,248
346
27.8 % 3,701
948
25.6 % 3,619
956
26.4 %
Crossovers 1,662
255
15.4 % 1,569
209
13.3 % 4,707
707
15.0 % 4,482
593
13.2 %
Total United States 4,511
781
17.3 % 4,553
773
17.0 % 13,117
2,196
16.7 % 13,365
2,212
16.6 %
China(b)
SGMS 497
433
1,307
1,243

SGMW and FAW-GM 485
441
1,441
1,447

Total China 6,940
982
14.2 % 6,568
874
13.3 % 19,373
2,748
14.2 % 19,565
2,690
13.7 %

~~__________~~


~~(a)~~	~~Sales of Opel/Vauxhall outside of Europe were insignificant in the three and nine months ended September 30, 2017 and 2016.~~

~~(b)~~

~~Our China sales include the Automotive China JVs SAIC General Motors Sales Co., Ltd. (SGMS), SAIC GM Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM).~~ ~~In the three months ended March 31, 2017, we began using estimated~~As discussed above, total vehicle ~~registrations data as the basis for calculating industry volume and market share in China. In the~~ ~~three~~ ~~and~~ ~~nine months ended September 30, 2016, wholesale volumes were used for Industry, GM and Market Share.Our retail sales in China were 908 and 2,718 in the~~ ~~three and nine months ended September 30, 2016.~~


~~(c)~~	~~Includes Industry and GM sales in India and South Africa. We intend to phase out sales of Chevrolet in the Indian and South African markets by the end of 2017.~~


~~(d)~~	~~We do~~ ~~not currently export vehicles to Cuba, Iran, North Korea, Sudan or Syria. Accordingly these countries are excluded from industry sales data and corresponding calculation ofmarket share~~.

In the nine months ended September 30, 2017 we estimate we had the largest market share in North America and South America, and the number three market share in the Asia/Pacific, Middle East and Africa region.

~~The~~ sales and market share data provided in the table above includes ~~both~~ fleet ~~vehicle sales and sales to retail customers.~~vehicles. Certain fleet transactions, particularly sales to daily rental car companies, are generally less profitable than retail sales to ~~retail~~end customers. A significant portion of the sales to daily rental car companies are recorded as operating leases under U.S. GAAP with no recognition of revenue at the date of initial delivery due to guaranteed repurchase obligations. The following table summarizes estimated fleet sales and those sales as a percentage of total ~~retail~~ vehicle sales (vehicles in thousands):


	Three Months Ended
		March 31, 2022		March 31, 2021
GMNA		142		133
GMI		67		60
Total fleet sales		209		193

Fleet sales as a percentage of total vehicle sales		14.7	%	11.1	%

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
GMNA 160
144
501
500
GMIO 91
106
214
234
GMSA 68
43
141
108
Total fleet sales 319
293
856
842

Fleet sales as a percentage of total retail vehicle sales 14.3 % 13.8 % 13.5 % 13.4 %

~~The following table summarizes United States fleet sales (vehicles in thousands):~~

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Daily rental sales 74
69
191
217
Other fleet sales 62
51
226
205
Total fleet sales 136
120
417
422

GM Financial ~~Summary and Outlook~~ GM Financial has expanded its leasing, near prime and prime lending programs in North America; therefore, leasing and prime lending have become a larger percentage of originations and the retail portfolio balance. Based on recent pricing trends for used vehicles in the secondary market that have remained more favorable than previously expected and the temporary impact from Hurricanes Harvey and Irma, we now expect used car prices to decline less than 7% during 2017 compared to 2016. We continue to expect the increased supply of used vehicles to pressure used car prices in 2018. GM Financial continues to expect pre-tax income to double from 2014 earnings of $0.8 billion once full captive penetration levels are achieved. The following table summarizes the residual value as well as the number of units included in GM Financial equipment on operating leases, net by vehicle type (units in thousands):

September 30, 2017 December 31, 2016
Residual Value Units Unit Percentage Residual Value Units Unit Percentage
Cars $ 5,968
460
28.6 % $ 5,240
420
31.7 %
Trucks 6,722
276
17.1 % 5,231
224
16.9 %
Crossovers 13,107
782
48.5 % 10,349
604
45.7 %
SUVs 3,456
93
5.8 % 2,791
75
5.7 %
Total $ 29,253
1,611
100.0 % $ 23,611
1,323
100.0 %

GM Financial's retail penetration in North America grew to approximately 40% in the nine months ended September 30, 2017 from approximately 33% in the corresponding period in 2016 as a result of the expanded leasing and lending programs. In the nine months ended September 30, 2017 and 2016 GM Financial's revenue consisted of leased vehicle income of 71% and 64%, retail finance charge income of 24% and 30%, and commercial finance charge income of 3%. 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.~~Refer~~ GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices. Used vehicle prices were sustained at high levels for the ~~PSA Group Transaction portion~~three months ended March 31, 2022, primarily due to low new vehicle inventory. The high levels of used vehicle prices also resulted in gains on terminations of leased vehicles of $0.4 billion included in GM Financial interest, operating and other expenses for the ~~“Overview” section~~three months ended March 31, 2022 and 2021. For the remainder of ~~this MD&A for~~2022, GM Financial expects used vehicle prices to decrease relative to 2021 levels, but to remain above pre-pandemic levels, primarily due to sustained low new vehicle inventory. 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, 2022					December 31, 2021
	Residual Value		Units	Percentage		Residual Value		Units	Percentage
Crossovers	$	16,134	850	67.2	%	$	16,696	897	67.3	%
Trucks	7,741		256	20.3	%	7,886		264	19.8	%
SUVs	2,952		75	5.9	%	3,104		80	5.9	%
Cars	1,278		83	6.5	%	1,430		93	7.0	%
Total	$	28,105	1,264	100.0	%	$	29,116	1,334	100.0	%

GM Financial's penetration of our retail sales in the U.S. was 46% in the three months ended March 31, 2022 and 44% in the corresponding period in 2021. 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 ~~discussion on~~percentage of total loan originations in North America increased to 79% in the ~~Agreement to sell~~three months ended March 31, 2022 from 72% in the ~~Fincos to PSA Group.~~three months ended March 31, 2021. In the three months ended March 31, 2022, GM Financial's revenue consisted of leased vehicle income of 65%, retail finance charge income of 30% and commercial finance charge income of 2%.

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 ~~includes primarily:~~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 ~~primarily~~ 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

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	Three Months Ended						Favorable/ (Unfavorable)				%				Variance Due To																Three Months Ended								Favorable/ (Unfavorable)					%					Variance Due To
	September 30, 2017			September 30, 2016									Volume				Mix				Price				Other			March 31, 2022						March 31, 2021												Volume			Mix					Price					Other
															(Dollars in billions)																																			(Dollars in billions)
GMNA	$	24,819		$	31,085				$	(6,266	)		(20.2	)%			$	(7.3	)		$	1.3			$	(0.4	)		$	0.2	GMNA		$	29,456			$	25,957				$	3,499			13.5		%				$	1.0				$	0.4				$	1.8				$	0.3
GMIO	3,007			3,376			(369		)		(10.9	)%			$	(0.4	)		$	—			$	0.1			$	—
GMSA	2,569			2,029			540				26.6	%			$	0.4			$	0.1			$	0.1			$	(0.1	)
GMI																														GMI	3,313				3,086						227				7.4		%				$	(0.3)				$	0.3				$	0.2				$	—
Corporate	80			40			40				n.m.																$	—		Corporate	53				19				34					n.m.										$	—									$	—
Automotive	30,475			36,530			(6,055		)		(16.6	)%			$	(7.4	)		$	1.4			$	(0.2	)		$	0.1		Automotive	32,823				29,062				3,761					12.9	%				$	0.7				$	0.7				$	2.1				$	0.3
Cruise																														Cruise	26				30				(4)					(13.3)	%																			$	—
GM Financial	3,161			2,360			801				33.9	%															$	0.8		GM Financial	3,156				3,407				(251)					(7.4)	%																			$	(0.3)
Eliminations	(13		)	(1		)	(12		)		n.m.																$	—
Eliminations/reclassifications																														Eliminations/reclassifications	(26)				(25)				(1)					4.0	%									$	—									$	—
Total net sales and revenue	$	33,623		$	38,889		$	(5,266	)		(13.5	)%			$	(7.4	)		$	1.4			$	(0.2	)		$	0.9		Total net sales and revenue	$	35,979			$	32,474			$	3,505				10.8	%				$	0.7				$	0.7				$	2.1				$	—

__________

n.m. = not meaningful

Refer to the regional sections of this MD&A for additional information on volume, mix and price.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Nine Months Ended Favorable/ (Unfavorable) % Variance Due To
September 30, 2017 September 30, 2016 Volume Mix Price Other
(Dollars in billions)
GMNA $ 82,594
$ 87,815
$ (5,221 ) (5.9 )% $ (8.5 ) $ 3.1
$ 0.1
$ 0.1
GMIO 9,400
9,923
(523 ) (5.3 )% $ (0.8 ) $ —
$ 0.3
$ —
GMSA 6,826
5,011
1,815
36.2 % $ 1.0
$ 0.4
$ 0.2
$ 0.2
Corporate 306
113
193
n.m.

$ 0.2
Automotive 99,126
102,862
(3,736 ) (3.6 )% $ (8.4 )
$ 3.6

$ 0.6

$ 0.5
GM Financial 8,899
6,429
2,470
38.4 %

$ 2.5
Eliminations (152 ) (3 ) (149 ) n.m.

$ (0.1 )
Total net sales and revenue $ 107,873
$ 109,288
$ (1,415 ) (1.3 )% $ (8.4 ) $ 3.6
$ 0.6
$ 2.8
Automotive and Other Cost of Sales


	Three Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	March 31, 2022		March 31, 2021						Volume		Mix		Cost		Other
									(Dollars in billions)
GMNA	$	25,096	$	21,962	$	(3,134)	(14.3)	%	$	(0.7)	$	(0.5)	$	(2.0)	$	—
GMI	3,015		2,897		(118)		(4.1)	%	$	0.3	$	(0.2)	$	(0.1)	$	—
Corporate	112		29		(83)		n.m.				$	—	$	(0.1)	$	—
Cruise	1,132		227		(905)		n.m.						$	(0.9)
Eliminations	—		—		—		—	%			$	—	$	—
Total automotive and other cost of sales	$	29,353	$	25,115	$	(4,238)	(16.9)	%	$	(0.5)	$	(0.7)	$	(3.1)	$	—

__________

n.m. = not meaningful

~~Automotive Cost of Sales~~

Three Months Ended Favorable/ (Unfavorable) % Variance Due To
September 30, 2017 September 30, 2016 Volume Mix Cost Other
(Dollars in billions)
GMNA $ 21,116
$ 25,727
$ 4,611
17.9 % $ 5.2
$ (0.7 ) $ 0.1
$ —
GMIO 2,858
3,416
558
16.3 % $ 0.4
$ —
$ 0.2
$ 0.1
GMSA 2,373
1,965
(408 ) (20.8 )% $ (0.3 ) $ (0.1 ) $ —
$ —
Corporate 175
32
(143 ) n.m.

$ (0.2 ) $ —
Eliminations (11 ) (1 ) 10
n.m.

$ —
$ —
Total automotive cost of sales $ 26,511
$ 31,139
$ 4,628
14.9 % $ 5.2
$ (0.8 ) $ 0.1
$ 0.1

~~__________~~

~~n.m. = not meaningful~~

Nine Months Ended Favorable/ (Unfavorable) % Variance Due To
September 30, 2017 September 30, 2016 Volume Mix Cost Other
(Dollars in billions)
GMNA $ 68,644
$ 73,015
$ 4,371
6.0 % $ 6.1
$ (2.4 ) $ 0.8
$ (0.2 )
GMIO 9,557
9,814
257
2.6 % $ 0.7
$ (0.3 ) $ (0.3 ) $ 0.1
GMSA 6,445
4,845
(1,600 ) (33.0 )% $ (0.8 ) $ (0.4 ) $ (0.1 ) $ (0.3 )
Corporate 662
90
(572 ) n.m.

$ (0.6 ) $ 0.1
Eliminations (147 ) (3 ) 144
n.m.

$ 0.1
$ —
Total automotive cost of sales $ 85,161
$ 87,761
$ 2,600
3.0 % $ 5.9
$ (3.1 ) $ —
$ (0.3 )

~~__________~~

~~n.m. = not meaningful~~

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

In the three months ended ~~September 30, 2017 favorable~~March 31, 2022, increased Cost was ~~due~~ primarily to: (1) decreased warranty costs of $0.5 billion; and (2) decreased material and freight costs of $0.2 billion related to carryover vehicles; partially offset by (3) increased material and freight costs of $0.3 billion related to vehicles launched within the last twelve months incorporating significant exterior and/or interior changes (Majors); (4) increased engineering costs of $0.2 billion; and (5) increased manufacturing costs of $0.2 billion.

~~In the nine months ended September 30, 2017 Cost remained flat~~ due ~~primarily~~ to: (1) increased material and freight costs of $1.1 billion; (2) increased costs of $0.8 billion related to ~~Majors; (2)~~modification of Cruise stock incentive awards; (3) increased manufacturing costs of $0.5 billion; (4) increased costs of $0.3 billion primarily related to parts and accessories sales; and (5) increased engineering costs of ~~$0.8 billion; and (3) charges of $0.4~~$0.2 billion primarily related to restructuring actions in India and South Africa; offset by (4) decreased warranty costs of $0.9 billion; (5) decreased material and freight costs of $0.6 billion related to carryover vehicles; (6) restructuring costs related to UAW cash severance incentive program of $0.2 billion in 2016; and (7) decreased manufacturing costs of $0.2 billion. In the nine months ended September 30, 2017 unfavorable Other was due primarilyaccelerating our EV portfolio.

Refer to the ~~foreign currency effect~~regional sections of ~~$0.3 billion due to the strengthening of the Brazilian Real against the U.S. Dollar.~~this MD&A for additional information on volume and mix.

Automotive ~~selling, general~~ and ~~administrative expense~~Other Selling, General and Administrative Expense


	Three Months Ended					Favorable/ (Unfavorable)
		March 31, 2022			March 31, 2021					%
Automotive and other selling, general and administrative expense			$	2,504		$	1,803	$	(701)		(38.9)	%

Three Months Ended Favorable/ (Unfavorable) Nine Months Ended Favorable/ (Unfavorable)
September 30, 2017 September 30, 2016 % September 30, 2017 September 30, 2016 %
Automotive selling, general and administrative expense $ 2,304
$ 2,400
$ 96
4.0 % $ 7,141
$ 7,378
$ 237
3.2 %

In the three months ended ~~September 30, 2017~~March 31, 2022, Automotive and other selling, general and administrative expense ~~decreased~~increased primarily due ~~primarily~~ to ~~decreased advertising~~increased costs of $0.3 billion related to modification of Cruise stock incentive awards and several insignificant items.

Interest Income and Other Non-operating Income, net


	Three Months Ended					Favorable/ (Unfavorable)
		March 31, 2022			March 31, 2021					%
Interest income and other non-operating income, net			$	517		$	799	$	(282)		(35.3)	%

Interest income and other non-operating income, net decreased primarily due to $0.2 billion ~~partially offset by a net benefit for legal related matters~~in losses in the three months ended March 31, 2022 compared to $0.2 billion in gains in the three months ended March 31, 2021 related to ~~the ignition switch recall in 2016.~~Stellantis warrants.

~~In the nine months ended September 30, 2017 Automotive selling, general and administrative expense decreased due primarily to decreased advertising costs of $0.2 billion.~~

Income Tax Expense (Benefit)


	Three Months Ended					Favorable/ (Unfavorable)
		March 31, 2022			March 31, 2021					%
Income tax expense (benefit)			$	(28)		$	1,177	$	1,205		n.m.

Three Months Ended Favorable/ (Unfavorable) Nine Months Ended Favorable/ (Unfavorable)
September 30, 2017 September 30, 2016 % September 30, 2017 September 30, 2016 %
Income tax expense $ 2,316
$ 902
$ (1,414 ) n.m. $ 3,637
$ 2,436
$ (1,201 ) (49.3 )%
_________

n.m. = not meaningful

In the three months ended ~~September 30, 2017~~March 31, 2022, Income tax expense ~~increased~~decreased primarily due ~~primarily~~ to ~~the establishment of a~~Cruise valuation allowance ~~related to~~adjustments and lower pre-tax income.

For the ~~sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements and a decrease in pre-tax earnings.~~

~~In the nine~~three months ended ~~September 30, 2017 Income~~March 31, 2022, our ETR-adjusted was 19.6%. We expect our adjusted effective tax ~~expense increased due primarily~~rate to be approximately 20% for the ~~establishment~~year ending December 31, 2022.

Table of ~~a valuation allowance~~Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Refer to Note 15 to our condensed consolidated financial statements for additional information related ~~to the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements, a decrease in pre-tax earnings, and tax benefits from foreign dividends.~~

Changes in U.S. or foreign tax laws could impact the value of our deferred tax assets, resulting in asset impairment or write-off. If U.S. tax reform legislation is enacted it could result in a one-time reduction to net deferred tax assets and a related increase to Income tax expense in(benefit).

GM North America


	Three Months Ended						Favorable / (Unfavorable)			%		Variance Due To
	March 31, 2022			March 31, 2021								Volume		Mix		Price		Cost		Other
												(Dollars in billions)
Total net sales and revenue	$	29,456		$	25,957		$	3,499		13.5	%	$	1.0	$	0.4	$	1.8			$	0.3
EBIT (loss)-adjusted	$	3,141		$	3,134		$	7		0.2	%	$	0.3	$	(0.1)	$	1.8	$	(2.2)	$	0.1
EBIT (loss)-adjusted margin	10.7		%	12.1		%	(1.4)		%
	(Vehicles in thousands)
Wholesale vehicle sales	694			664			30			4.5	%

GMNA Total Net Sales and Revenue In the ~~period that includes~~three months ended March 31, 2022, Total net sales and revenue increased primarily due to: (1) favorable price primarily due to lower incentives as a result of low dealer inventory levels; (2) increased net wholesale volumes primarily due to increased sales of full-size pickup trucks and full-size SUVs; (3) favorable mix associated with increased sales of full-size SUVs and full-size pickup trucks, and lower sales of certain passenger cars, partially offset by increased sales of crossover vehicles.

GMNA EBIT (Loss)-Adjusted In the ~~enactment date~~three months ended March 31, 2022, EBIT-adjusted was consistent with the three months ended March 31, 2021 primarily due to: (1) favorable price; and (2) increased net wholesale volumes; offset by (3) unfavorable Cost primarily due to increased material and freight cost of ~~the law change. Given the magnitude~~$1.0 billion, increased manufacturing cost of $0.4 billion, increased selling, general and administrative costs of $0.2 billion and increased engineering cost including accelerating our ~~net deferred tax assets, the income tax charge to earnings could be material.~~EV portfolio.

~~Discontinued Operations~~

GM International

Three Months Ended Favorable / (Unfavorable) Nine Months Ended Favorable / (Unfavorable)
September 30, 2017 September 30, 2016 % September 30, 2017 September 30, 2016 %
Income (loss) from discontinued operations, net of tax $ (3,096 ) $ 5
$ (3,101 ) n.m. $ (3,935 ) $ 119
$ (4,054 ) n.m.


	Three Months Ended						Favorable / (Unfavorable)					Variance Due To
	March 31, 2022			March 31, 2021						%		Volume		Mix		Price		Cost		Other
												(Dollars in billions)
Total net sales and revenue	$	3,313		$	3,086		$	227		7.4	%	$	(0.3)	$	0.3	$	0.2			$	—
EBIT (loss)-adjusted	$	328		$	308		$	20		6.5	%	$	(0.1)	$	0.1	$	0.2	$	(0.1)	$	(0.2)
EBIT (loss)-adjusted margin	9.9		%	10.0		%	(0.1)		%
Equity income (loss) — Automotive China	$	234		$	308		$	(74)		(24.0)	%
EBIT (loss)-adjusted — excluding Equity income	$	94		$	—		$	94		n.m.
	(Vehicles in thousands)
Wholesale vehicle sales	137			157			(20)			(12.7)	%

__________

n.m. = not meaningful

In the three months ended September 30, 2017 Income (loss) from discontinued operations, net of tax, decreased due primarily to a disposal loss of $3.1 billion, net of tax, primarily related to deferred tax assets that transferred to PSA Group, previously

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities.~~

In the nine months ended September 30, 2017 Income (loss) from discontinued operations, net of tax, decreased due primarily to a disposal loss of $3.7 billion, net of tax, primarily related to deferred tax assets that transferred to PSA Group, previously deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; and an increased operating loss of $0.3 billion due primarily to decreased wholesale volumes and unfavorable foreign exchange in the United Kingdom.

~~GM North America~~

Three Months Ended Favorable / (Unfavorable) % Variance Due To
September 30, 2017 September 30, 2016 Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 24,819
$ 31,085
$ (6,266 ) (20.2 )% $ (7.3 ) $ 1.3
$ (0.4 )
$ 0.2
EBIT-adjusted $ 2,068
$ 3,579
$ (1,511 ) (42.2 )% $ (2.1 ) $ 0.6
$ (0.4 ) $ 0.3
$ 0.1
EBIT-adjusted margin 8.3 % 11.5 % (3.2 )%
(Vehicles in thousands)
Wholesale vehicle sales 762
1,030
(268 ) (26.0 )%

Nine Months Ended Favorable / (Unfavorable) % Variance Due To
September 30, 2017 September 30, 2016 Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 82,594
$ 87,815
$ (5,221 ) (5.9 )% $ (8.5 ) $ 3.1
$ 0.1

$ 0.1
EBIT-adjusted $ 9,014
$ 9,708
$ (694 ) (7.1 )% $ (2.4 ) $ 0.7
$ 0.1
$ 1.3
$ (0.3 )
EBIT-adjusted margin 10.9 % 11.1 % (0.2 )%
(Vehicles in thousands)
Wholesale vehicle sales 2,596 2,908
(312 ) (10.7 )%

~~GMNA Total Net Sales and Revenue~~ In the three months ended September 30, 2017 Total net sales and revenue decreased due primarily to: (1) decreased net wholesale volumes due primarily to a decrease in full-size pick-up trucks and crossover vehicles due primarily to planned production downtime to prepare for current and future product launches, planned production downtime associated with a decrease in Chevrolet passenger cars including the Malibu and Cruze to match supply and demand, and a decrease in off-lease rental car sales; and (2) unfavorable pricing for carryovers primarily related to Chevrolet passenger cars; partially offset by (3) favorable Mix associated with a decrease in sales of Chevrolet passenger cars.

In the nine months ended September 30, 2017 Total net sales and revenue decreased due primarily to decreased net wholesale volumes associated with a decrease in off-lease rental car sales and a decrease in Chevrolet passenger cars, partially offset by favorable Mix associated with a decrease in sales of Chevrolet passenger cars and decreased volumes of off-lease rental car sales.

~~GMNA EBIT-Adjusted~~ In the three months ended September 30, 2017 EBIT-adjusted decreased due primarily to: (1) decreased net wholesale volumes; and (2) unfavorable pricing; partially offset by (3) favorable Mix; and (4) favorable Cost including decreased warranty costs of $0.5 billion and decreased material and freight costs for carryover vehicles of $0.2 billion, partially offset by increased material costs related to Majors of $0.3 billion.

In the nine months ended September 30, 2017 EBIT-adjusted decreased due primarily to: (1) decreased net wholesale volumes; and (2) unfavorable Other due primarily to foreign currency effect resulting from the weakening of the Mexican Peso against the U.S. Dollar; partially offset by (3) favorable Cost including decreased warranty costs of $0.9 billion, decreased material and freight costs related to carryover vehicles of $0.6 billion, decreased restructuring charges of $0.2 billion related to the 2016 UAW cash severance incentive program and decreased manufacturing and advertising costs, partially offset by increased material costs for Majors of $0.8 billion and increased engineering costs of $0.3 billion; and (4) favorable Mix.

~~GM International Operations~~

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

Three Months Ended Favorable / (Unfavorable) Variance Due To
September 30, 2017 September 30, 2016 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 3,007
$ 3,376
$ (369 ) (10.9 )% $ (0.4 ) $ —
$ 0.1

$ —
EBIT-adjusted $ 337
$ 220
$ 117
53.2 % $ (0.1 ) $ —
$ 0.1
$ 0.2
$ (0.1 )
EBIT-adjusted margin 11.2 % 6.5 % 4.7 %
Equity income – Automotive China $ 459
$ 459
$ —
— %
EBIT (loss)-adjusted – excluding Equity income $ (122 ) $ (239 ) $ 117
49.0 %
(Vehicles in thousands)
Wholesale vehicle sales 136
160
(24 ) (15.0 )%

Nine Months Ended Favorable / (Unfavorable) Variance Due To
September 30, 2017 September 30, 2016 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 9,400
$ 9,923
$ (523 ) (5.3 )% $ (0.8 ) $ —
$ 0.3

$ —
EBIT-adjusted $ 974
$ 844
$ 130
15.4 % $ (0.1 ) $ (0.2 ) $ 0.3
$ 0.3
$ (0.1 )
EBIT-adjusted margin 10.4 % 8.5 % 1.9 %
Equity income – Automotive China $ 1,472
$ 1,448
$ 24
1.7 %
EBIT (loss)-adjusted – excluding Equity income $ (498 ) $ (604 ) $ 106
17.5 %
(Vehicles in thousands)
Wholesale vehicle sales 452 500
(48 ) (9.6 )%

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, which is included in ~~EBIT-adjusted~~EBIT (loss)-adjusted above.

~~GMIO~~GMI Total Net Sales and Revenue In the three months ended ~~September 30, 2017~~March 31, 2022, Total net sales and revenue ~~decreased~~increased primarily due primarily to decreased wholesale volumes across our vehicle portfolio in the Middle East due to decreased industry sales, partially offset by favorable pricing in Australia due to carryover vehicles and in Egypt to mitigate the impact of the weakening Egyptian Pound against the U.S. Dollar.

In the nine months ended September 30, 2017 Total net sales and revenue decreased due primarily to decreased wholesale volumes across our vehicle portfolio in the Middle East associated with decreased industry sales and decreased passenger car volumes in Australia due to ceasing production of the Chevrolet Cruze; partially offset by favorable pricing in Egypt to mitigate the impact of the weakening Egyptian Pound against the U.S. Dollar and in Australia due to carryover vehicles.

~~GMIO EBIT-Adjusted~~ ~~In the three months ended September 30, 2017 EBIT-adjusted increased due primarily~~ to: (1) favorable ~~Cost due to the settlement of labor negotiations~~mix in the prior year and decreased selling, general and administrative expenses in Korea and India; and (2) favorable pricing in Australia and Egypt; partially offset by (3) decreased wholesale volumes in the Middle East.

In the nine months ended September 30, 2017 EBIT-adjusted increased due primarily to: (1) favorable Cost due to the settlement of labor negotiations in the prior year and decreased selling, general and administrative expenses in IndiaSouth America, Asia/Pacific and the Middle East; and (2) favorable pricing across multiple vehicle lines in ~~Egypt~~South America; partially offset by (3) decreased wholesale volumes due to supply chain constraints, including the semiconductor shortage.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

GMI EBIT (Loss)-Adjusted In the three months ended March 31, 2022, EBIT-adjusted increased primarily due to: (1) favorable price; and ~~Australia;~~(2) favorable mix; partially offset by (3) ~~unfavorable Mix in Australia and Korea; and (4)~~ decreased wholesale ~~volumes in~~volumes; (4) unfavorable Cost primarily due to increased material costs; and (5) unfavorable Other primarily due to decreased equity income and foreign currency effect resulting from the ~~Middle East.~~weakening of various currencies against the U.S. dollar.

We view the Chinese market as important to our global growth strategy and are employing a multi-brand ~~strategy led by our Buick, Chevrolet and Cadillac brands.~~strategy. In the coming years we plan to leverage our global architectures to increase the number of product offerings under the Buick, Chevrolet and Cadillac brands in China and continue to grow our business under the local Baojun and Wuling brands ~~with Baojun seizing~~while we are accelerating the ~~growth opportunities~~development and rollout of EVs across our brands in ~~less developed cities and markets.~~China in response to our commitment to an all-electric future. We operate in the

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

Chinese market through a number of joint ventures and maintaining ~~good relations~~strong relationships with our joint venture partners ~~which are affiliated with the Chinese government,~~ is an important part of our China growth strategy.

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


	Three Months Ended
		March 31, 2022		March 31, 2021
Wholesale vehicle sales, including vehicles exported to markets outside of China		602		675
Total net sales and revenue		$	8,992	$	9,875
Net income (loss)		$	505	$	586

Cruise

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Wholesale vehicles including vehicles exported to markets outside of China 963
905
2,842
2,752
Total net sales and revenue $ 12,161
$ 10,945
$ 34,177
$ 32,417
Net income $ 964
$ 956
$ 2,912
$ 3,021


	Three Months Ended			Favorable / (Unfavorable)		%
	March 31, 2022	March 31, 2021
Total net sales and revenue(a)		$	26	$	30	$	(4)	(13.3)	%
EBIT (loss)-adjusted(b)		$	(325)	$	(229)	$	(96)	(41.9)	%

__________

September 30, 2017 December 31, 2016
Cash and cash equivalents $ 7,488
$ 8,197
Debt $ 391
$ 246
(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, 2022 and 2021.

(b)Excludes $1.1 billion in compensation expense in the three months ended March 31, 2022 resulting from modification of the Cruise stock incentive awards.

Cruise EBIT (Loss)-Adjusted In the three months ended March 31, 2022, EBIT (loss)-adjusted increased primarily due to an increase in development costs as we progress towards the commercialization of a network of on-demand AVs in the United States and globally.

GM ~~South America~~Financial

Three Months Ended Favorable / (Unfavorable) Variance Due To
September 30, 2017 September 30, 2016 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 2,569
$ 2,029
$ 540
26.6 % $ 0.4
$ 0.1
$ 0.1

$ (0.1 )
EBIT (loss)-adjusted $ 52
$ (118 ) $ 170
n.m.
$ 0.1
$ —
$ 0.1
$ —
$ (0.1 )
EBIT (loss)-adjusted margin 2.0 % (5.8 )% 7.8 %
(Vehicles in thousands)
Wholesale vehicle sales 185
153
32
20.9 %


	Three Months Ended						Increase/ (Decrease)			%
	March 31, 2022			March 31, 2021
Total revenue	$	3,156		$	3,407		$	(251)		(7.4)	%
Provision for loan losses	$	122		$	(26)		$	148		n.m.
EBT (loss)-adjusted	$	1,284		$	1,182		$	102		8.6	%

Average debt outstanding (dollars in billions)	$	92.8		$	93.9		$	(1.1)		(1.2)	%
Effective rate of interest paid	2.5		%	2.8		%	(0.3)		%

__________

n.m. = not meaningful

Nine Months Ended Favorable / (Unfavorable) Variance Due To
September 30, 2017 September 30, 2016 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 6,826
$ 5,011
$ 1,815
36.2 % $ 1.0
$ 0.4
$ 0.2

$ 0.2
EBIT (loss)-adjusted $ (90 ) $ (300 ) $ 210
70.0 % $ 0.2
$ —
$ 0.2
$ (0.1 ) $ (0.1 )
EBIT (loss)-adjusted margin (1.3 )% (6.0 )% 4.7 %
(Vehicles in thousands)
Wholesale vehicle sales 487
400
87
21.8 %

~~GMSA Total Net Sales and~~GM Financial Revenue In the three months ended ~~September 30, 2017 Total net sales and~~March 31, 2022, total revenue ~~increased~~decreased primarily due to decreased leased vehicle income of $0.3 billion primarily due to ~~increased wholesale volumes associated with~~a decrease in the ~~Chevrolet Onix in Brazil and Argentina.~~

In the nine months ended September 30, 2017 Total net sales and revenue increased due primarily to: (1) increased wholesale volumes associated with the Chevrolet Onix in Brazil and Argentina; (2) favorable Mix driven by increased salessize of the ~~Chevrolet Cruze in Brazil and Argentina; (3) favorable pricing related to carryover~~leased vehicles ~~in Argentina and Brazil; and (4) favorable Other due primarily to the foreign currency effect resulting from the strengthening of the Brazilian Real against the U.S. Dollar.~~portfolio.

~~GMSA EBIT (Loss)-Adjusted~~ GM Financial EBT-Adjusted In the three months ended ~~September 30, 2017 EBIT (loss)-adjusted~~March 31, 2022, EBT-adjusted increased primarily due to: (1) increased leased vehicle income net of leased vehicle expenses of $0.1 billion primarily due to decreased depreciation on leased vehicles resulting from increased residual value estimates and a decrease in the size of the portfolio, partially offset by a decrease in lease termination gains; (2) decreased interest expense of $0.1 billion primarily due ~~primarily~~ to ~~favorable Price and~~decreased credit spreads on GM Financial debt, as well as a decrease in the average debt outstanding; partially offset by (3) increased ~~wholesale volumes.~~

~~In the nine months ended September 30, 2017 EBIT (loss)-adjusted decreased due primarily to favorable Price and increased wholesale volumes.~~

provision for loan

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

~~GM Financial~~

Three Months Ended Increase / (Decrease) % Nine Months Ended Increase/ (Decrease) %
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Total revenue $ 3,161
$ 2,360
$ 801
33.9 % $ 8,899
$ 6,429
$ 2,470
38.4 %
Provision for loan losses $ 204
$ 167
$ 37
22.2 % $ 573
$ 501
$ 72
14.4 %
Earnings before income taxes-adjusted $ 310
$ 193
$ 117
60.6 % $ 895
$ 600
$ 295
49.2 %
(Dollars in billions)
Average debt outstanding $ 79.0
$ 56.9
$ 22.1
38.8 % $ 73.3
$ 52.4
$ 20.9
39.9 %
Effective rate of interest paid 3.4 % 3.6 % (0.2 )%

3.5 % 3.6 % (0.1 )%

~~GM Financial Revenue~~ Inlosses of $0.1 billion primarily due to a reduction in reserve levels recorded in the three months ended ~~September 30, 2017 Total revenue increased due primarily~~March 31, 2021 as a result of actual credit performance that was better than forecast, as well as favorable expectations for charge-offs and recoveries to ~~increased leased vehicle income of $0.7 billion due to a larger lease portfolio.~~reflect improved forecast economic conditions.

~~In the nine months ended September 30, 2017 Total revenue increased due primarily to increased leased vehicle income of $2.1 billion due to a larger lease portfolio.~~

~~GM Financial Earnings Before Income Taxes-Adjusted~~ In the three months ended September 30, 2017 Earnings before income taxes-adjusted increased due primarily to increased net leased vehicle income of $0.2 billion due primarily to a larger lease portfolio, partially offset by an increase in interest expense due to an increase in average debt outstanding.

In the nine months ended September 30, 2017 Earnings before income taxes-adjusted increased due primarily to increased net leased vehicle income of $0.6 billion due primarily to a larger lease portfolio, partially offset by an increase in interest expense of $0.5 billion due to an increase in average debt outstanding.

Liquidity and Capital Resources We believe ~~that~~ our current ~~level~~levels of cash, ~~and~~ cash equivalents, marketable debt securities, ~~and availability~~available borrowing capacity under our revolving credit facilities ~~will be~~and other liquidity actions currently available to us are sufficient to meet our liquidity ~~needs. We expect to have substantial cash requirements going forward which we plan to fund through total available liquidity and cash flows generated from operations and future debt issuances.~~requirements. We also maintain access to the capital markets and may issue debt or equity securities, ~~from time to time,~~ which may provide an additional source of liquidity. ~~Our future uses of~~We have substantial cash requirements going forward, which ~~may vary~~we plan to fund through our total available liquidity, cash flows from ~~time~~operating activities and additional liquidity measures, if determined to time based on market conditions and other factors, are focused on three objectives, which constitute our capital allocation framework: (1) reinvest in our business; (2) maintain a strong investment-grade balance sheet; and (3) return available cash to shareholders. be necessary.

Our known ~~future~~current material uses of cash include, among other possible demands: (1) capital ~~expenditures~~spending and our investments in Ultium Cells LLC, our battery joint venture, of approximately $8$9.0 billion to $10.0 billion annually ~~as well as~~over the medium term in addition to payments for engineering and product development activities; (2) payments associated with the previously announced vehicle recalls ~~the settlements of the multidistrict litigation~~ and any other recall-related contingencies; (3) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; and (4) ~~dividend~~ payments associated with the previously announced liquidity program for holders of equity-based incentive awards issued to employees of Cruise pursuant to Cruise's 2018 Equity Incentive Plan, which we expect to be $1.0 billion to $1.5 billion in 2022, with ongoing expenditures thereafter. 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 ~~common stock that~~capital allocation program: (1) grow our business at an average target ROIC-adjusted rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18 billion; and (3) after the first two objectives are ~~declared by~~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; and (5) payments to purchase shares of our common stock authorized by our Board of Directors.~~Directors, not less than once annually.

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 ~~the “Risk Factors” section~~Part I, Item 1A. Risk Factors of our ~~2016~~2021 Form 10-K, some of which are outside of our control.

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 ~~and~~as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business. ~~These actions may negatively~~

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 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 ~~our liquidity~~of cash transactions amongst the sectors that are ultimately eliminated in ~~the short term.~~consolidation.

Management's capital allocation framework includes reinvesting in our business at an average target ROIC-adjusted rate of 20% or greater, maintaining a strong investment-grade balance sheet, including a target cash balance of $18 billion, and returning available cash to shareholders. As a result of the sale of the Opel/Vauxhall Business cash of $2 billion became available to accelerate repurchases of our common stock, under our previously announced program, subject to market conditions.

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As part of our capital allocation framework we announced in January 2016 that our Board of Directors had authorized a program to purchase up to $4 billion of our common stock before the end of 2017, which was completed at September 30, 2017. We also announced in January 2017 that our Board of Directors had authorized the purchase of up to an additional $5 billion of our common stock with no expiration date, subsequent to completing the remaining portion of the previously announced program. From inception of the program in 2015 through October 17, 2017 we purchased an aggregate of 274 million shares of our outstanding common stock under our common stock repurchase program for $9.4 billion. In the nine months ended September 30, 2017 we returned total cash to shareholders of $4.7 billion, consisting of dividends paid on our common stock and purchases of our common stock.

In August 2017 we issued $3.0 billion in aggregate principal amount of senior unsecured notes and used the net proceeds to repay the $3.0 billion drawn on our three-year unsecured revolving credit facility to fund the payments to PSA Group, or one or more pension funding vehicles, for the assumed net underfunded pension liabilities in connection with the sale of the Opel/Vauxhall Business. Refer to Note 9 to our condensed consolidated financial statements for additional information on the senior unsecured notes.

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 ~~intra-month and~~ seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations. ~~There~~We have ~~been no significant changes in~~not significantly changed the management of our liquidity, including ~~the~~our allocation of ~~our~~ available liquidity, ~~the composition of~~ our portfolio composition and our investment guidelines since December 31, ~~2016.~~2021. Refer to ~~the “Liquidity and Capital Resources” section~~Part II, Item 7. MD&A of ~~MD&A in~~ our ~~2016~~2021 Form 10-K.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. ~~The total size of~~Our Automotive borrowing capacity under credit facilities totaled $15.5 billion at March 31, 2022 and December 31, 2021. Total Automotive borrowing capacity under our credit facilities ~~was $14.5~~does not include our 364-day, $2.0 billion ~~at September 30, 2017 and December 31, 2016, which consisted principally~~facility allocated for exclusive use of ~~our two primary revolving credit facilities.~~GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of ~~$0.4~~$0.3 billion at ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016.~~2021.

In April 2022, we renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, ~~had~~which now matures on April 4, 2023. If available capacity permits, GM Financial continues to have access to our ~~revolving~~automotive credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016 but did not borrow against them. At September 30, 2017 and December 31, 2016 we~~2021. We had intercompany loans from GM Financial of ~~$0.4~~$0.1 billion and ~~$0.3~~$0.2 billion at March 31, 2022 and December 31, 2021, which primarily consisted ~~primarily~~ of commercial loans to dealers we ~~consolidate, and we had no~~consolidate. We did not have intercompany

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loans to GM ~~Financial.~~ Financial at March 31, 2022 and December 31, 2021. Refer to Note 5 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, 2022 and determined we are in compliance and expect to remain in compliance in the future.

In March 2022, under the Share Purchase Agreement, we acquired SoftBank's equity ownership stake in Cruise for $2.1 billion, and separately, we made an additional $1.35 billion investment in Cruise in place of SoftBank.

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

September 30, 2017 December 31, 2016
Cash and cash equivalents $ 8.8
$ 9.8
Marketable securities 8.5
11.8
Available liquidity 17.3
21.6
Available under credit facilities(a) 14.1
14.2
Total automotive available liquidity $ 31.4
$ 35.8


	March 31, 2022		December 31, 2021
Automotive cash and cash equivalents	$	9.3	$	14.5
Marketable debt securities	8.4		7.1
Automotive cash, cash equivalents and marketable debt securities	17.7		21.6



Available under credit facilities(a)	15.2		15.2
Total Automotive available liquidity	$	32.9	$	36.8

__________


~~(a)~~	~~Includes the impact of outstanding letters of credit of $0.2 billion at December 31, 2016 under our primary credit facilities which were transferred to PSA Group at closing.~~

(a)We had letters of credit outstanding under our sub-facility of $0.3 billion at March 31, 2022 and December 31, 2021.

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

Nine Months Ended September 30, 2017
Operating cash flow $ 7.3
Capital expenditures (6.3 )
Dividends paid and payments to purchase common stock (4.7 )
Net cash used in investing activities – discontinued operations(a) (3.6 )
Issuance of senior unsecured notes 3.0
Other non-operating (0.1 )
Total change in automotive available liquidity $ (4.4 )

~~__________~~


	Three Months Ended March 31, 2022
Operating cash flow	$	1.6
Capital expenditures	(1.6)
Purchase of SoftBank's equity stake in Cruise	(2.1)
GM investment in Cruise	(1.4)

~~(a)~~	~~Consists primarily of payments to PSA Group, or one or more pension funding vehicles, of $3.4 billion for the assumed net underfunded pension liabilities~~


Investment in ~~connection with the sale of the Opel/Vauxhall Business, which includes pension funding payments for active employees and the de-risking premium payment of $478 million.~~Ultium Cells LLC	(0.2)





Other non-operating	(0.3)
Total change in automotive available liquidity	$	(4.0)

Automotive Cash Flow (dollars in billions)


	Three Months Ended				Change
	March 31, 2022		March 31, 2021
Operating Activities
Net income (loss)	$	2.6	$	2.7	$	(0.1)
Depreciation, amortization and impairment charges	1.6		1.3		0.3
Pension and OPEB activities	(0.5)		(0.6)		0.1
Working capital	(0.9)		(3.3)		2.4
Accrued and other liabilities and income taxes	(1.0)		(1.5)		0.5
Other	(0.2)		0.3		(0.5)
Net automotive cash provided by (used in) operating activities	$	1.6	$	(1.1)	$	2.7

In the three months ended March 31, 2022, the increase in Net automotive cash provided by (used in) operating activities was primarily due to working capital; partially offset by lower dividends received from GM Financial of $0.6 billion.

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	Three Months Ended				Change
	March 31, 2022		March 31, 2021
Investing Activities
Capital expenditures	$	(1.6)	$	(0.9)	$	(0.7)
Acquisitions and liquidations of marketable securities, net	(1.5)		2.2		(3.7)
GM investment in Cruise	(1.4)		(1.0)		(0.4)
Investment in Ultium Cells LLC	(0.2)		—		(0.2)
Other(a)	(2.1)		(0.1)		(2.0)
Net automotive cash provided by (used in) investing activities	$	(6.8)	$	0.2	$	(7.0)

~~Automotive Cash Flow (Dollars~~__________

(a)Includes $2.1 billion related to the redemption of Cruise preferred shares from SoftBank in ~~Billions)~~the three months ended March 31, 2022.

Nine Months Ended Change
September 30, 2017 September 30, 2016
Operating Activities

Income from continuing operations $ 4.6
$ 6.9
$ (2.3 )
Depreciation, amortization and impairment charges 4.3
3.8
0.5
Pension and OPEB activities (1.8 ) (3.7 ) 1.9
Working capital (2.4 ) 0.4
(2.8 )
Equipment on operating leases (0.7 ) 0.8
(1.5 )
Accrued and other liabilities (0.8 ) —
(0.8 )
Income taxes 2.9
1.8
1.1
Undistributed earnings of nonconsolidated affiliates, net 0.5
0.4
0.1
Other 0.7
(0.6 ) 1.3
Net automotive cash provided by operating activities $ 7.3
$ 9.8
$ (2.5 )

In the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022, cash used in acquisitions and liquidations of marketable securities, net increased due to acquisitions of securities and investments compared to liquidations of securities to fund operating activities and investments during the ~~decrease in Net~~three months ended March 31, 2021.


	Three Months Ended				Change
	March 31, 2022		March 31, 2021
Financing Activities

Net proceeds (payments) from short-term debt	$	—	$	(0.2)	$	0.2


Other	(0.2)		0.2		(0.4)
Net automotive cash provided by (used in) financing activities	$	(0.2)	$	—	$	(0.2)

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, 2022, net automotive cash provided by operating activities under U.S. GAAP was ~~due primarily to: (1) a decrease in Working~~$1.6 billion, capital ~~due to lower production volumes; (2) a decrease in Equipment on operating leases due to an increase in units out to daily rental car companies;~~expenditures were $1.6 billion, and ~~(3) a decrease in Accrued and other liabilities due to decreased sales incentives; partially offset by (4) discretionary contributions of $2.0 billion made to our U.S. hourly pension plan in~~adjustments for management actions were insignificant.

In the ~~nine~~three months ended ~~September 30, 2016; (5) an increase~~March 31, 2021, net automotive cash used in ~~Income taxes due to the establishment of a valuation allowance related to the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements~~operating activities under U.S. GAAP was $1.1 billion, capital expenditures were $0.9 billion, and ~~a decrease in pre-tax earnings; and (6) an increase in Other due to several insignificant items.~~adjustments for management actions were insignificant.

Nine Months Ended Change
September 30, 2017 September 30, 2016
Investing Activities

Capital expenditures $ (6.3 ) $ (6.0 ) $ (0.3 )
Acquisitions and liquidations of marketable securities, net 3.4
0.1
3.3
Investment in Lyft —
(0.5 ) 0.5
Acquisition of Cruise —
(0.3 ) 0.3
Other 0.1
0.1
—
Net automotive cash used in investing activities $ (2.8 ) $ (6.6 ) $ 3.8

Nine Months Ended Change
September 30, 2017 September 30, 2016
Financing Activities

Issuance of senior unsecured notes $ 3.0
$ 2.0
$ 1.0
Dividends paid and payments to purchase common stock (4.7 ) (3.3 ) (1.4 )
Other (0.3 ) (0.2 ) (0.1 )
Net automotive cash used in financing activities $ (2.0 )
$ (1.5 ) $ (0.5 )

~~Adjusted Automotive Free Cash Flow (Dollars in Billions)~~

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Nine Months Ended
September 30, 2017 September 30, 2016
Net automotive cash provided by operating activities – continuing operations $ 7.3

$ 9.8
Less: capital expenditures (6.3 )
(6.0 )
Adjustment – discretionary pension plan contributions —

2.0
Adjusted automotive free cash flow – continuing operations(a) 1.0

5.7
Net automotive cash provided by operating activities – discontinued operations —
0.3
Less: capital expenditures – discontinued operations (0.7 ) (0.8 )
Adjusted automotive free cash flow $ 0.3
$ 5.2

~~__________~~


~~(a)~~	~~Amounts may not add due to rounding.~~

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings, ~~(Fitch),~~ Moody's ~~Investor~~Investors Service ~~(Moody's)~~ and Standard & ~~Poor's (S&P). In January 2017 Moody's upgraded our revolving~~Poor's. All four credit ~~facilities~~ rating to Baa2 from Baa3, and revised their outlook to Stable from Positive. Our senior unsecured bonds were upgraded to Baa3 from Ba1 and remain notched below our revolving credit facilities rating. Also in January 2017, S&P upgradedagencies currently rate our corporate ~~rating, revolving~~ credit ~~facilities rating and senior unsecured rating to BBB from BBB– and revised their outlook to Stable from Positive. In June 2017 Fitch upgraded our corporate rating, revolving~~at investment grade. All credit ~~facilities rating and senior unsecured rating to BBB from BBB– and revised their outlook to Stable from Positive.~~

ratings remained unchanged since December 31, 2021.

Cruise Liquidity In January 2022, Cruise Holdings met the requirements for commercial deployment under its agreements with SoftBank, which triggered SoftBank's obligation to purchase additional Cruise convertible preferred shares for $1.35 billion. In March 2022, GM made the additional $1.35 billion investment in Cruise in place of SoftBank following GM's acquisition of SoftBank's equity ownership stake in Cruise pursuant to the Share Purchase Agreement.

Additionally, in March 2022, GM and Cruise announced a liquidity program for holders of equity-based incentive awards issued to the employees of Cruise pursuant to Cruise's 2018 Equity Incentive Plan, under which GM will purchase newly issued Cruise common stock to fund the withholding tax on vested awards and GM will conduct tender offers for Cruise common stock issued to settle vested awards. Refer to Note 16 to our condensed consolidated financial statements for additional information.

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


	March 31, 2022		December 31, 2021
Cruise cash and cash equivalents	$	2.6	$	1.6
Cruise marketable securities	1.5		1.5
Total Cruise available liquidity(a)	$	4.1	$	3.1

__________

(a)Excludes a multi-year credit agreement between Cruise and GM Financial whereby Cruise can request to borrow, over time, up to an aggregate of $5.0 billion, through 2024, to fund exclusively the purchase of AVs from GM.

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


	Three Months Ended March 31, 2022
Operating cash flow	$	(0.3)

GM investment in Cruise	1.4

Total change in Cruise available liquidity	$	1.0

Cruise Cash Flow (dollars in billions)


	Three Months Ended				Change
	March 31, 2022		March 31, 2021		Change
Net cash provided by (used in) operating activities	$	(0.3)	$	(0.2)	$	(0.1)
Net cash provided by (used in) investing activities	$	—	$	(0.9)	$	0.9
Net cash provided by (used in) financing activities	$	1.3	$	2.5	$	(1.2)

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, ~~servicing fees,~~ net ~~distributions~~proceeds from ~~secured debt~~credit facilities, ~~including~~ securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash are purchases and funding of ~~retail~~ finance receivables and leased vehicles, ~~the funding of commercial finance receivables,~~ repayment or repurchases of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured ~~debt~~credit facilities, interest costs, operating expenses, income taxes and ~~interest costs.~~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. ~~In September 2017 GM Financial issued $1.0 billion of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share.~~ The following table summarizes GM Financial's available liquidity (dollars in billions):


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	4.5	$	4.0
Borrowing capacity on unpledged eligible assets	21.8		19.2
Borrowing capacity on committed unsecured lines of credit	0.6		0.5
Borrowing capacity on revolving credit facility, exclusive to GM Financial	2.0		2.0
Total GM Financial available liquidity	$	29.0	$	25.7

September 30, 2017 December 31, 2016
Cash and cash equivalents $ 4.0
$ 2.8
Borrowing capacity on unpledged eligible assets 12.7
8.3
Borrowing capacity on committed unsecured lines of credit 0.1
0.1
Total GM Financial available liquidity $ 16.8
$ 11.2

~~In the nine months ended September 30, 2017~~At March 31, 2022, GM Financial's available liquidity increased from December 31, 2021 due ~~primarily~~ to anincreased available borrowing capacity on unpledged eligible assets, resulting from the issuance of securitization transactions and unsecured debt, and increase in cash and ~~additional capacity on~~cash equivalents. GM Financial structures liquidity to support at least six months of GM Financial's expected net cash flows, including new ~~and renewed secured credit facilities.~~originations, without access to new debt financing transactions or other capital markets activity.

GM Financial ~~has the ability to borrow up to $1.0 billion~~did not have any borrowings outstanding against our ~~three-year, $4.0 billion~~credit facility designated for their exclusive use or the remainder of our revolving credit ~~facility~~facilities at March 31, 2022 and upDecember 31, 2021. Refer to ~~$3.0 billion against our five-year, $10.5 billion revolving credit facility.~~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 ~~Cash Flow (Dollars in Billions)~~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, 2022, secured, committed unsecured and uncommitted unsecured credit facilities totaled $26.2 billion, $0.7 billion and $1.2 billion with advances outstanding of $1.6 billion, an insignificant amount and $1.2 billion.

Nine Months Ended Change
September 30, 2017 September 30, 2016
Net cash provided by operating activities $ 4.8
$ 3.6
$ 1.2
Net cash used in investing activities $ (17.6 ) $ (17.3 ) $ (0.3 )
Net cash provided by financing activities $ 14.6
$ 13.1
$ 1.5

~~In the nine months ended September 30, 2017 Net cash provided by operating activities~~ ~~increased due primarily to an increase in net leased vehicle income, partially offset by increased interest expense and operating expenses.~~

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GM Financial Cash Flow (dollars in billions)


	Three Months Ended				Change
	March 31, 2022		March 31, 2021		Change
Net cash provided by (used in) operating activities	$	1.2	$	1.5	$	(0.3)
Net cash provided by (used in) investing activities	$	(1.0)	$	(1.6)	$	0.6
Net cash provided by (used in) financing activities	$	0.5	$	1.4	$	(0.9)

In the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022, Net cash provided by operating activities decreased primarily due to: (1) a decrease in leased vehicle income of $0.3 billion; and (2) a decrease in derivative collateral posting activities of $0.2 billion; partially offset by (3) a decrease in interest paid of $0.2 billion.

In the three months ended March 31, 2022, Net cash used in investing activities ~~increased~~decreased primarily due ~~primarily~~ to: (1) ~~increased~~a decrease in purchases ~~and funding~~ of ~~finance receivables~~leased vehicles of ~~$5.4~~$3.1 billion; partially offset by (2) ~~increased~~a decrease in the proceeds from ~~the~~ termination of leased vehicles of ~~$2.9~~$1.2 billion; (3) a decrease in collections and ~~(3) increased collections~~recoveries on finance receivables of ~~$2.0~~$0.9 billion; and (4) an increase in purchases and originations of finance receivables of $0.4 billion.

In the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022, Net cash provided by financing activities ~~increased~~decreased primarily due ~~primarily to the issuance of preferred stock of $1.0 billion and~~to: (1) a ~~net increase~~decrease in borrowings of $3.3 billion; partially offset by (2) a decrease in debt repayments of $1.8 billion; and (3) a decrease in dividend payments of $0.6 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 ~~section~~ in our ~~2016~~2021 Form 10-K.

Forward-Looking Statements ~~In this~~This report and inthe other reports ~~we subsequently file and have previously~~ filed by us with the SEC ~~on Forms 10-K~~from time to time, as well as statements incorporated by reference herein and ~~10-Q and file or furnish on Form 8-K, and in~~ related comments by our management, ~~we use~~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 to identify forward-looking statements that represent our current judgment about possible future events.~~expressions. In making these statements, we rely on assumptions and ~~analyses~~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, ~~both positive and negative.~~many of which are beyond our control. These factors, which may be revised or supplemented in subsequent reports onwe file with the SEC, ~~Forms 10-Q and 8-K,~~ include, among others, the following: (1) our ability to deliver new products, services, technologies and customer experiences in response to ~~new participants~~increased competition and changing consumer preferences in the automotive ~~industry and to effectively compete in autonomous, ride–sharing and transportation as a service;~~industry; (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 broad portfolio of EVs that will help drive consumer adoption; (4) the success of our current line of full-size ~~pick-up trucks~~SUVs and ~~SUVs,~~full-size pickup trucks; (5) our highly competitive industry, which ~~may be affected~~has been historically characterized by ~~increases in~~excess manufacturing capacity and the ~~price~~use of ~~oil; (4)~~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; (7) risks associated with climate change, including increased regulation of greenhouse gas emissions, our transition to EVs and the potential increased impacts of severe weather events; (8) global automobile market sales volume, which can be volatile; ~~(5) aggressive competition~~(9) prices and uncertain availability of raw materials and commodities used by us and our suppliers, and instability in ~~China; (6)~~logistics and related costs; (10) our business in China, which is subject to unique operational, competitive, regulatory and economic risks; (11) the ~~international scale and footprint~~success of our ~~operations which exposes us to a variety~~ongoing strategic business relationships and of domestic and foreign political, economic and regulatory risks, including the risk of changes in existing, the adoption of new, or the introduction of novel interpretations of, laws, regulations, policies or other activities of governments, agencies and similar organizations particularly laws, regulations and policies relating to free trade agreements, vehicle safety including recalls, and, including such actions that may affect the production, licensing, distribution or sale of our products, the cost thereof or applicable tax rates; (7) our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control; ~~(8)~~(12) the international scale and footprint of our ~~ability~~operations, which exposes us to ~~comply with extensive laws~~a variety of unique political, economic, competitive and ~~regulations applicable to our industry, including those regarding fuel economy and emissions; (9) costs and~~regulatory risks, ~~associated with litigation and government investigations~~ including the ~~potential imposition~~risk of ~~damages, substantial fines, civil lawsuits~~changes in government leadership and ~~criminal penalties, interruptions of business, modification of business practices, equitable remedies~~laws (including labor, trade, tax and other laws), political

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

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, ~~against us~~differing labor regulations, requirements and union relationships, differing dealer and franchise regulations and relationships, difficulties in ~~connection with various legal proceedings~~obtaining financing in foreign countries, and ~~investigations relating to~~public health crises, including the occurrence of a contagious disease or illness, such as the COVID-19 pandemic; (13) any significant disruption, including any work stoppages, at any of our various recalls; (10) our ability to comply with the terms of the DPA; (11) our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation and products; (12)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; ~~(13)~~(15) the ongoing COVID-19 pandemic; (16) the success of any restructurings or other cost reduction actions; (17) the possibility that competitors may independently develop products and services similar to ours, or that our dependence on our manufacturing facilities around the world; (14) our highly competitive industry, which is characterized by excess manufacturing capacity and the use of incentives and the introduction of new and improved vehicle models by our competitors; (15) our abilityintellectual property rights are not sufficient to realize production efficiencies and to achieve reductions in costs as we implement operating effectiveness initiatives throughout our automotive operations; (16) our ability to successfully restructure our operations in various countries; (17)prevent competitors from developing or selling those products or services; (18) our ability to manage risks related to security breaches and other disruptions to our ~~vehicles,~~ information technology ~~networks~~systems and networked products, including connected vehicles and in-vehicle systems; ~~(18)~~(19) 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 Identifiable Information of our customers, employees, or suppliers; (20) 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; (21) costs and risks associated with litigation and government investigations; (22) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; (23) any additional tax expense or exposure; (24) our continued ability to develop captive financing capability through GM Financial; ~~(19)~~and (25) any significant ~~increases~~increase in our pension expense or projected pension contributions resulting from changes in the value of plan assets, the discount rate applied to value the pension liabilities or mortality or other assumption changes; (20) significant changes in economic, political, regulatory environment, market conditions, foreign currency exchange rates or political stability in the countries in which we operate, particularly China, with the effect of competition from new market entrants; and (21) risks and uncertainties associated with the consummation of the sale of GM Financial's European subsidiaries and branches to PSA Group, including satisfaction of the closing conditions.funding requirements. A further list and description of these risks, uncertainties and other factors can be found in our ~~2016~~2021 Form 10-K and our subsequent filings with the SEC.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

We caution readers not to place undue reliance on forward-looking statements. WeForward-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, ~~that affect the subject of these statements,~~ except where we are expressly required to do so by law.

* * * * * * *

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our exposure to market risk since December 31, ~~2016. Refer~~2021. For further discussion on market risk, refer to Part II, Item 7A7A. of our ~~2016~~2021 Form 10-K.

* * * * * * *

Item 4. Controls and Procedures

Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) ~~at September 30, 2017. Based on this evaluation~~as of March 31, 2022 as required by paragraph (b) of Rules 13a-15 or ~~15d-15,~~15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September 30, 2017.~~March 31, 2022.

Changes in Internal Control over Financial ~~Reporting~~ Reporting There have not been any changes in our internal control over financial reporting during the three months ended ~~September 30, 2017~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, due to the COVID-19 pandemic, we are monitoring our control environment with increased vigilance to ensure all increased risks are mitigated. For additional information refer to Part I, Item 1A. Risk Factors of our 2021 Form 10-K.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART II

Item 1. Legal Proceedings

~~Refer~~The Michigan Department of Environment, Great Lakes, and Energy (EGLE) issued three Violation Notices in June 2021, October 2021, and January 2022, alleging violations of air emissions requirements at the Company's Saginaw, Michigan facility. In April 2022, EGLE proposed a settlement of the alleged violations that would include, among other items, payment of a civil penalty of approximately $1.0 million, enhanced emissions testing, and other corrective actions to address the alleged violations. The Company is still in settlement negotiations with EGLE.

The discussion ~~in the~~under "Litigation-Related Liability and Tax Administrative Matters" ~~section~~ in Note 1314 to our condensed consolidated financial statements ~~and the 2016 Form 10-K for information relating to legal proceedings.~~is incorporated by reference into this Part II, Item 1.

* * * * * * *

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed in our ~~2016~~2021 Form 10-K.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended ~~September 30, 2017:~~March 31, 2022:


	Total Number of Shares Purchased(a)(b)	Weighted Average Price Paid per Share		Total Number of Shares Purchased Under Announced Programs(b)	Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
January 1, 2022 through January 31, 2022	7,227	$	62.98	—	$3.3 billion
February 1, 2022 through February 28, 2022	2,324,296	$	48.83	—	$3.3 billion
March 1, 2022 through March 31, 2022	—	$	—	—	$3.3 billion
Total	2,331,523	$	48.87	—

Total Number of Shares Purchased(a) Average Price Paid per Share
Total Number of Shares
Purchased Under Announced Programs(b)

Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs
July 1, 2017 through July 31, 2017 19,039,928
$ 35.79
19,005,753
$5.8 billion
August 1, 2017 through August 31, 2017 15,242,410
$ 35.30
14,933,968
$5.3 billion
September 1, 2017 through September 30, 2017 7,543,150
$ 38.36
7,535,445
$5.0 billion
Total 41,825,488
$ 36.07
41,475,166

_______

~~__________~~(a)Shares purchased consist of shares delivered by employees or directors to us for the payment of taxes resulting from the issuance of common stock upon the vesting of RSUs and PSUs relating to compensation plans. Refer to our 2021 Form 10-K for additional details on employee stock incentive plans.

~~(a)~~

Shares purchased consist of shares retained by us for the payment of the exercise price upon the exercise of warrants and shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) and Restricted Stock Awards relating to compensation plans. Refer to our 2016 Form 10-K for additional details on warrants outstanding and employee stock incentive plans. In June 2017 our shareholders approved the 2017 Long Term Incentive Plan which authorizes awards of stock options, stock appreciation rights, restricted stock, RSUs, performance awards or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company.


~~(b)~~	~~In January 2017 we announced that our Board of Directors had authorized the purchase of up to an additional $5 billion of our common stock with no expiration date.~~

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 6. Exhibits

Exhibit Number

Exhibit Name

~~1.1~~3.1

Underwriting Agreement, dated August 2, 2017, by and among General Motors Company, as issuer, and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representativesRestated Certificate of ~~the several underwriters named therein, (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K~~Incorporation of General Motors Company ~~filed August 8, 2017)~~

~~Incorporated by Reference~~

~~3.1~~

Certificate of Elimination of Series A Fixed Rate Cumulative Perpetual Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed September 1, 2017)

~~Incorporated by Reference~~

~~3.2~~

Certificate of Elimination of 4.75% Series B Mandatory Convertible Junior Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed September 1, 2017)

~~Incorporated by Reference~~

~~3.3~~

~~Restated Certificate of Incorporation, (incorporated~~dated December 7, 2010, incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December 13, ~~2010)~~2010

Incorporated by Reference

~~4.1~~3.2

~~Fourth Supplemental Indenture, dated as of August 7, 2017, to the Indenture, dated as of September 27, 2013, between~~ General Motors Company Amended and Restated Bylaws, as ~~issuer, and The Bank of New York Mellon, as Trustee (incorporated herein~~amended August 17, 2021, incorporated by reference to Exhibit ~~4.1~~3.1 to the Current Report on Form 8-K of General Motors Company filed on August ~~8, 2017)~~23, 2021

Incorporated by Reference

~~4.2~~

10.1*

~~Calculation Agency~~Form of Performance Share Unit Award Agreement ~~dated as of August 7, 2017 between~~No.3 under the General Motors Company ~~and~~2020 Long-Term Incentive Plan

Filed Herewith

10.2*

Form of Non-Qualified Stock Option Award Agreement No.2 under the ~~Bank of New York Mellon, as calculation agent (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K of~~ General Motors Company ~~filed August 8, 2017)~~2020 Long-Term Incentive Plan

~~Incorporated by Reference~~Filed Herewith

~~10.1~~31.1

~~Amendment Number 2, dated July 30, 2017, to the Master Agreement between General Motors Holdings, LLC and Peugeot S.A.~~

~~Filed Herewith~~

~~31.1~~

Section 302 Certification of the Chief Executive Officer

Filed Herewith

31.2

Section 302 Certification of the Chief Financial Officer

Filed Herewith

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished with this Report

~~101.INS~~101

~~XBRL Instance Document~~The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Income Statements, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) Notes to the Condensed Consolidated Financial Statements

Filed Herewith

~~101.SCH~~104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted as Inline XBRL ~~Taxonomy Extension Schema Document~~and contained in Exhibit 101

Filed Herewith

_________


~~101.CAL~~*			~~XBRL Taxonomy Extension Calculation Linkbase Document~~	~~Filed Herewith~~
~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~	~~Filed Herewith~~
~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~	~~Filed Herewith~~
~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~	~~Filed Herewith~~Management contracts or compensatory plans and arrangements.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

GENERAL MOTORS COMPANY (Registrant)

By:

/s/ ~~THOMAS S. TIMKO~~CHRISTOPHER T. HATTO

~~Thomas S. Timko,~~Christopher T. Hatto, Vice President, Global Business ~~Services~~Solutions and Chief Accounting Officer

Date:

~~October 24, 2017~~April 27, 2022



	September 30, 2017			December 31, 2016
ASSETS
Current Assets
Cash and cash equivalents	$	12,792		$	12,574
Marketable securities (Note 3)	8,454			11,841
Accounts and notes receivable, net	10,013			8,700
GM Financial receivables, net (Note 4; Note 8 at VIEs)	19,399			16,127
Inventories (Note 5)	11,789			11,040
Equipment on operating leases, net (Note 6)	1,632			1,110
Other current assets (Note 8 at VIEs)	4,909			3,633
Current assets held for sale (Note 2)	7,630			11,178
Total current assets	76,618			76,203
Non-current Assets
GM Financial receivables, net (Note 4; Note 8 at VIEs)	21,021			17,001
Equity in net assets of nonconsolidated affiliates (Note 7)	8,820			8,996
Property, net	35,178			32,603
Goodwill and intangible assets, net	5,854			6,149
Equipment on operating leases, net (Note 6; Note 8 at VIEs)	41,775			34,342
Deferred income taxes	30,723			33,172
Other assets (Note 8 at VIEs)	5,005			3,849
Non-current assets held for sale (Note 2)	4,508			9,375
Total non-current assets	152,884			145,487
Total Assets	$	229,502		$	221,690

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	23,265		$	23,333
Short-term debt and current portion of long-term debt (Note 9)
Automotive	1,127			1,060
GM Financial (Note 8 at VIEs)	24,480			22,737
Accrued liabilities	26,603			25,893
Current liabilities held for sale (Note 2)	6,374			12,158
Total current liabilities	81,849			85,181
Non-current Liabilities
Long-term debt (Note 9)
Automotive	12,508			9,500
GM Financial (Note 8 at VIEs)	54,558			41,826
Postretirement benefits other than pensions (Note 12)	5,758			5,803
Pensions (Note 12)	14,119			15,264
Other liabilities	12,743			12,415
Non-current liabilities held for sale (Note 2)	4,490			7,626
Total non-current liabilities	104,176			92,434
Total Liabilities	186,025			177,615
Commitments and contingencies (Note 13)
Equity (Note 16)
Common stock, $0.01 par value	14			15
Additional paid-in capital	25,782			26,983
Retained earnings	24,230			26,168
Accumulated other comprehensive loss	(7,783		)	(9,330		)
Total stockholders’ equity	42,243			43,836
Noncontrolling interests	1,234			239
Total Equity	43,477			44,075
Total Liabilities and Equity	$	229,502		$	221,690



		September 30, 2017		December 31, 2016
Group I	– Dealers with superior financial metrics	$	1,547	$	1,372
Group II	– Dealers with strong financial metrics	3,465		2,526
Group III	– Dealers with fair financial metrics	2,913		2,598
Group IV	– Dealers with weak financial metrics	881		613
Group V	– Dealers warranting special mention due to elevated risks	238		334
Group VI	– Dealers with loans classified as substandard, doubtful or impaired	102		90
		$	9,146	$	7,533



	Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016
	Pension Benefits						Global OPEB Plans			Pension Benefits						Global OPEB Plans
	U.S.			Non-U.S.			Global OPEB Plans			U.S.			Non-U.S.			Global OPEB Plans
Service cost	$	237		$	131		$	14		$	287		$	195		$	13
Interest cost	1,608			366			149			1,659			384			150
Expected return on plan assets	(2,757		)	(528		)	—			(2,834		)	(538		)	—
Amortization of prior service cost (credit)	(3		)	4			(10		)	(3		)	10			(10		)
Amortization of net actuarial (gains) losses	(5		)	124			24			(19		)	104			15
Net periodic pension and OPEB (income) expense	$	(920	)	$	97		$	177		$	(910	)	$	155		$	168



	Year Ending December 31, 2017
Net automotive cash provided by operating activities – continuing operations	$	14
Less: expected capital expenditures	(8		)
Adjusted automotive free cash flow – continuing operations	6
Net automotive cash provided by operating activities – discontinued operations	—
Less: expected capital expenditures – discontinued operations	(1		)
Adjusted automotive free cash flow	$	5



	Three Months Ended						Increase / (Decrease)			%		Nine Months Ended						Increase/ (Decrease)			%
	September 30, 2017			September 30, 2016			Increase / (Decrease)			%		September 30, 2017			September 30, 2016			Increase/ (Decrease)			%
Total revenue	$	3,161		$	2,360		$	801		33.9	%	$	8,899		$	6,429		$	2,470		38.4	%
Provision for loan losses	$	204		$	167		$	37		22.2	%	$	573		$	501		$	72		14.4	%
Earnings before income taxes-adjusted	$	310		$	193		$	117		60.6	%	$	895		$	600		$	295		49.2	%
	(Dollars in billions)
Average debt outstanding	$	79.0		$	56.9		$	22.1		38.8	%	$	73.3		$	52.4		$	20.9		39.9	%
Effective rate of interest paid	3.4		%	3.6		%	(0.2		)%			3.5		%	3.6		%	(0.1		)%



	Total Number of Shares Purchased(a)	Average Price Paid per Share		Total Number of Shares Purchased Under Announced Programs(b)	Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
July 1, 2017 through July 31, 2017	19,039,928	$	35.79	19,005,753	$5.8 billion
August 1, 2017 through August 31, 2017	15,242,410	$	35.30	14,933,968	$5.3 billion
September 1, 2017 through September 30, 2017	7,543,150	$	38.36	7,535,445	$5.0 billion
Total	41,825,488	$	36.07	41,475,166