UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-100420549
Form 10-Q
☑
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2017March 31, 2024
OR
or
☐
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from              to


Commission file numberFile Number 001-34960
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GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE27-0756180
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
300 Renaissance Center, Detroit, Michigan48265-3000
(Address of principal executive offices)(Zip Code)
Delaware27-0756180
(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 applicableSecurities 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGMNew 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 ofApril 12, 2024 there were 1,140,958,039 shares outstanding of common stock was 1,420,407,560 shares.outstanding.




INDEX
Page
PART I
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 OperationsRevenue
6
Note 3.Marketable and Other Securities
87
Note 4.GM Financial Receivables and Transactions
108
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
1314
Note 10.Derivative Financial Instruments
1415
Note 11.Product Warranty and Related Liabilities
1516
Note 12.Pensions and Other Postretirement Benefits
16
Note 13.Commitments and Contingencies
1617
Note 14.Income Taxes
2120
Note 15.Restructuring and Other Initiatives
2120
Note 16.Stockholders' Equity and Noncontrolling Interests
2221
Note 17.Earnings Per Share
2322
Note 18.Acquisition of BusinessSegment Reporting
2322
Note 19.Segment Reporting
24
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
2725
Item 3.Quantitative and Qualitative Disclosures About Market Risk
4741
Item 4.Controls and Procedures
4742
PART II
Item 1.Legal Proceedings
4843
Item 1A.Risk Factors
4843
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
4844
Item 6.5.ExhibitsOther Information
4944
SignatureItem 6.Exhibits
5045
Signature
46


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
 $102,862
GM Financial3,157
 2,359
 8,890
 6,426
Total net sales and revenue33,623
 38,889
 107,873
 109,288
Costs and expenses       
Automotive cost of sales26,511
 31,139
 85,161
 87,761
GM Financial interest, operating and other expenses2,892
 2,202
 8,133
 5,938
Automotive selling, general and administrative expense2,304
 2,400
 7,141
 7,378
Total costs and expenses31,707
 35,741
 100,435
 101,077
Operating income1,916
 3,148
 7,438
 8,211
Automotive interest expense151
 145
 430
 413
Interest income and other non-operating income, net165
 109
 277
 295
Equity income (Note 7)500
 497
 1,585
 1,717
Income before income taxes2,430
 3,609
 8,870
 9,810
Income tax expense (Note 14)2,316
 902
 3,637
 2,436
Income from continuing operations114
 2,707
 5,233
 7,374
Income (loss) from discontinued operations, net of tax (Note 2)(3,096) 5
 (3,935) 119
Net income (loss)(2,982) 2,712
 1,298
 7,493
Net (income) loss attributable to noncontrolling interests1
 61
 (11) 99
Net income (loss) attributable to stockholders$(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 – basic1,445
 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 – diluted1,472
 1,574
 1,507
 1,578
        
Dividends declared per common share$0.38
 $0.38
 $1.14
 $1.14
 Three Months Ended
 March 31, 2024March 31, 2023
Net sales and revenue
Automotive$39,212 $36,646 
GM Financial3,802 3,339 
Total net sales and revenue (Note 2)43,014 39,985 
Costs and expenses
Automotive and other cost of sales33,996 32,247 
GM Financial interest, operating and other expenses3,106 2,612 
Automotive and other selling, general and administrative expense2,175 2,547 
Total costs and expenses39,277 37,407 
Operating income (loss)3,738 2,578 
Automotive interest expense219 234 
Interest income and other non-operating income, net302 409 
Equity income (loss) (Note 7)(105)21 
Income (loss) before income taxes3,715 2,775 
Income tax expense (benefit) (Note 14)762 428 
Net income (loss)2,953 2,346 
Net loss (income) attributable to noncontrolling interests27 49 
Net income (loss) attributable to stockholders$2,980 $2,395 
Net income (loss) attributable to common stockholders$2,970 $2,369 
Earnings per share (Note 17)
Basic earnings per common share$2.57 $1.70 
Weighted-average common shares outstanding – basic1,155 1,396 
Diluted earnings per common share$2.56 $1.69 
Weighted-average common shares outstanding – diluted1,162 1,402 
Dividends declared per common share$0.12 $0.09 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions) (Unaudited)
 Three Months Ended
 March 31, 2024March 31, 2023
Net income (loss)$2,953 $2,346 
Other comprehensive income (loss), net of tax (Note 16)
Foreign currency translation adjustments and other(335)148 
Defined benefit plans76 (35)
Other comprehensive income (loss), net of tax(259)113 
Comprehensive income (loss)2,694 2,460 
Comprehensive loss (income) attributable to noncontrolling interests73 58 
Comprehensive income (loss) attributable to stockholders$2,768 $2,518 
 Three Months Ended Nine Months Ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net income (loss)$(2,982) $2,712
 $1,298
 $7,493
Other comprehensive income (loss), net of tax (Note 16)       
Foreign currency translation adjustments and other371
 (92) 572
 (27)
Defined benefit plans1,213
 30
 973
 79
Other comprehensive income (loss), net of tax1,584
 (62) 1,545
 52
Comprehensive income (loss)(1,398) 2,650
 2,843
 7,545
Comprehensive (income) loss attributable to noncontrolling interests3
 75
 (9) 130
Comprehensive income (loss) attributable to stockholders$(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.
1

Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts) (Unaudited)

September 30, 2017 December 31, 2016
March 31, 2024March 31, 2024December 31, 2023
ASSETS   
Current Assets   
Current Assets
Current Assets
Cash and cash equivalents$12,792
 $12,574
Marketable securities (Note 3)8,454
 11,841
Accounts and notes receivable, net10,013
 8,700
GM Financial receivables, net (Note 4; Note 8 at VIEs)19,399
 16,127
Cash and cash equivalents
Cash and cash equivalents
Marketable debt securities (Note 3)
Accounts and notes receivable, net of allowance of $270 and $298
Accounts and notes receivable, net of allowance of $270 and $298
Accounts and notes receivable, net of allowance of $270 and $298
GM Financial receivables, net of allowance of $913 and $906 (Note 4; Note 8 at VIEs)
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
Other current assets (Note 3; Note 8 at VIEs)
Other current assets (Note 3; Note 8 at VIEs)
Other current assets (Note 3; Note 8 at VIEs)
Total current assets76,618
 76,203
Non-current Assets   
GM Financial receivables, net (Note 4; Note 8 at VIEs)21,021
 17,001
GM Financial receivables, net of allowance of $1,442 and $1,438 (Note 4; Note 8 at VIEs)
GM Financial receivables, net of allowance of $1,442 and $1,438 (Note 4; Note 8 at VIEs)
GM Financial receivables, net of allowance of $1,442 and $1,438 (Note 4; Note 8 at VIEs)
Equity in net assets of nonconsolidated affiliates (Note 7)8,820
 8,996
Property, net35,178
 32,603
Goodwill and intangible assets, net5,854
 6,149
Equipment on operating leases, net (Note 6; Note 8 at VIEs)41,775
 34,342
Deferred income taxes30,723
 33,172
Other assets (Note 8 at VIEs)5,005
 3,849
Non-current assets held for sale (Note 2)4,508
 9,375
Other assets (Note 3; Note 8 at VIEs)
Total non-current assets152,884
 145,487
Total Assets$229,502
 $221,690
   
LIABILITIES AND EQUITY   
LIABILITIES AND EQUITY
LIABILITIES AND EQUITY
Current Liabilities   
Current Liabilities
Current Liabilities
Accounts payable (principally trade)
Accounts payable (principally trade)
Accounts payable (principally trade)$23,265
 $23,333
Short-term debt and current portion of long-term debt (Note 9)   
Automotive1,127
 1,060
Automotive
Automotive
GM Financial (Note 8 at VIEs)24,480
 22,737
Accrued liabilities26,603
 25,893
Current liabilities held for sale (Note 2)6,374
 12,158
Total current liabilities81,849
 85,181
Non-current Liabilities   
Long-term debt (Note 9)   
Long-term debt (Note 9)
Long-term debt (Note 9)
Automotive
Automotive
Automotive12,508
 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 liabilities12,743
 12,415
Non-current liabilities held for sale (Note 2)4,490
 7,626
Total non-current liabilities104,176
 92,434
Total Liabilities186,025
 177,615
Commitments and contingencies (Note 13)

 

Commitments and contingencies (Note 13)
Noncontrolling interest - Cruise stock incentive awards
Equity (Note 16)   
Common stock, $0.01 par value
Common stock, $0.01 par value
Common stock, $0.01 par value14
 15
Additional paid-in capital25,782
 26,983
Retained earnings24,230
 26,168
Accumulated other comprehensive loss(7,783) (9,330)
Total stockholders’ equity42,243
 43,836
Noncontrolling interests1,234
 239
Total Equity43,477
 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.
2

Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) (Unaudited)

Three Months Ended
March 31, 2024March 31, 2023
Cash flows from operating activities
Net income (loss)$2,953 $2,346 
Depreciation and impairment of Equipment on operating leases, net1,243 1,241 
Depreciation, amortization and impairment charges on Property, net1,555 1,571 
Foreign currency remeasurement and transaction (gains) losses(36)135 
Undistributed earnings of nonconsolidated affiliates, net32 (61)
Pension contributions and OPEB payments(242)(236)
Pension and OPEB income, net15 (20)
Provision (benefit) for deferred taxes655 46 
Change in other operating assets and liabilities(3,022)(1,936)
Net cash provided by (used in) operating activities3,152 3,086 
Cash flows from investing activities
Expenditures for property(2,783)(2,431)
Available-for-sale marketable securities, acquisitions(995)(643)
Available-for-sale marketable securities, liquidations745 2,947 
Purchases of finance receivables(7,932)(8,963)
Principal collections and recoveries on finance receivables7,651 7,282 
Purchases of leased vehicles(3,436)(3,154)
Proceeds from termination of leased vehicles3,085 3,264 
Other investing activities(249)(563)
Net cash provided by (used in) investing activities(3,914)(2,262)
Cash flows from financing activities
Net increase (decrease) in short-term debt(249)(167)
Proceeds from issuance of debt (original maturities greater than three months)14,307 11,487 
Payments on debt (original maturities greater than three months)(13,140)(12,127)
Payments to purchase common stock(280)(369)
Dividends paid(198)(185)
Other financing activities(139)(324)
Net cash provided by (used in) financing activities300 (1,685)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(78)54 
Net increase (decrease) in cash, cash equivalents and restricted cash(539)(807)
Cash, cash equivalents and restricted cash at beginning of period21,917 21,948 
Cash, cash equivalents and restricted cash at end of period$21,378 $21,141 
Significant Non-cash Investing and Financing Activity
Non-cash property additions$2,756 $3,041 

Reference should be made to the notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
3

 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 charges9,084
 7,125
Foreign currency remeasurement and transaction (gains) losses(12) 143
Undistributed earnings of nonconsolidated affiliates, net370
 400
Pension contributions and OPEB payments(1,109) (3,097)
Pension and OPEB income, net(646) (587)
Provision for deferred taxes3,517
 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 activities10,440
 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, liquidations7,901
 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 receivables9,363
 7,368
Purchases of leased vehicles, net(14,809) (14,959)
Proceeds from termination of leased vehicles4,649
 1,799
Other investing activities98
 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 stock985
 —
Dividends paid(1,701) (1,782)
Other financing activities(271) (172)
Net cash provided by financing activities – continuing operations12,659
 11,560
Net cash provided by financing activities – discontinued operations20
 585
Net cash provided by financing activities12,679
 12,145
Effect of exchange rate changes on cash, cash equivalents and restricted cash362
 52
Net increase in cash, cash equivalents and restricted cash720
 787
Cash, cash equivalents and restricted cash at beginning of period15,160
 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 InterestsTotal Equity
(Permanent Equity)		Noncontrolling Interest
Cruise Stock Incentive Awards
(Temporary Equity)
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss
Balance at January 1, 2023$14 $26,428 $49,251 $(7,901)$4,135 $71,927 $357 
Net income (loss)— — 2,395 — (49)2,346 — 
Other comprehensive income (loss)— — — 123 (9)113 — 
Purchase of common stock— (168)(201)— — (369)— 
Stock based compensation— (34)(2)— — (35)7 
Cash dividends paid on common stock— — (126)— — (126)— 
Other— 97 — — 7 103 (93)
Balance at March 31, 2023$14 $26,323 $51,318 $(7,778)$4,084 $73,961 $271 
Balance at January 1, 2024$12 $19,130 $55,391 $(10,247)$3,903 $68,189 $118 
Net income (loss)— — 2,980 — (27)2,953 — 
Other comprehensive income (loss)— — — (212)(47)(259)— 
Purchase of common stock— 208 (539)— — (331)— 
Stock based compensation— 58 (2)— — 56 5 
Cash dividends paid on common stock— — (139)— — (139)— 
Other— (38)(4)— (2)(44)52 
Balance at March 31, 2024$11 $19,358 $57,688 $(10,459)$3,828 $70,426 $175 
Reference should be made to the notes to condensed consolidated financial statements.

Amounts may not add due to rounding.
3
4

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.

4
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 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. Nonsegment operationsCruise is our global segment responsible for the development and Maven, our ride- and car-sharing business, are classified as Corporate.commercialization of AV technology. 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 revenues and expenses.expenses that are not part of a reportable segment.


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. GAAPgenerally accepted accounting principles (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 20162023 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 2014Throughout this report, we refer to General Motors Company and its consolidated subsidiaries in a simplified manner and on a collective basis, using words like "we," "our," "us" and "the Company." This drafting style is suggested by the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which requires usSEC and is not meant to recognize revenue whenindicate that General Motors Company, the publicly traded parent company, or any particular subsidiary of the parent company, owns or operates any particular asset, business or property. The operations and businesses described in this report are owned and operated by distinct subsidiaries of General Motors Company.

Principles of Consolidation We consolidate entities that we control due to ownership of a customer obtains control rather thanmajority voting interest and we consolidate variable interest entities (VIEs) when we have transferred substantially all risksare the primary beneficiary. All intercompany balances and rewardstransactions are eliminated in consolidation. Our share of a goodearnings 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 be measured at fair value with changes recognizedexercise 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 net income and which updates certain presentation and disclosure requirements. ASU 2016-01 is effective for us beginning January 1, 2018 and requires a cumulative-effect adjustment for certain items upon adoption. At September 30, 2017 the carrying value of equity investments that are not accounted for under the equity method of accounting totaled approximately $500 million and unrealized gains or losses were insignificant. We do not believe the adoption of ASU 2016-01 will be material to our consolidated financial statements.
In March 2017tax returns and to eliminate the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715), Improvingeffect of transactions between GM Financial and the Presentationother members of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which requires that the service cost component of net periodic pension and other postretirement benefits (OPEB) (income) expense beconsolidated group. Accordingly, the amounts presented in the same income statement line item as other employee compensation costs, while the remaining components of net periodic pension and OPEB (income) expense are to bewill differ from those presented outside operating income. ASU 2017-07 is effective for usby GM Financial on a retrospective basis beginningstand-alone basis.




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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

January 1, 2018 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" (ASU 2017-12), which simplifies the application of hedge accounting 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 for certain items upon adoption. We are currently evaluating the impact 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 OperationsRevenue
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 netfollowing table disaggregates our revenue by major source:
Three Months Ended March 31, 2024
GMNAGMICorporateTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Vehicle, parts and accessories$34,898 $2,760 $5 $37,663 $— $— $— $37,663 
Used vehicles229 5 — 234 — — — 234 
Services and other972 316 27 1,315 25 — (25)1,316 
Automotive net sales and revenue36,099 3,082 32 39,212 25 — (25)39,212 
Leased vehicle income— — — — — 1,800 — 1,800 
Finance charge income— — — — — 1,786 (8)1,778 
Other income— — — — — 225 (1)224 
GM Financial net sales and revenue— — — — — 3,811 (9)3,802 
Net sales and revenue$36,099 $3,082 $32 $39,212 $25 $3,811 $(34)$43,014 

Three Months Ended March 31, 2023
GMNAGMICorporateTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Vehicle, parts and accessories$31,876 $3,342 $9 $35,227 $— $— $— $35,227 
Used vehicles175 5 — 180 — — — 180 
Services and other837 380 22 1,239 25 — (25)1,239 
Automotive net sales and revenue32,889 3,727 31 36,646 25 — (25)36,646 
Leased vehicle income— — — — — 1,818 — 1,818 
Finance charge income— — — — — 1,368 (3)1,366 
Other income— — — — — 156 (1)155 
GM Financial net sales and revenue— — — — — 3,343 (4)3,339 
Net sales and revenue$32,889 $3,727 $31 $36,646 $25 $3,343 $(29)$39,985 
Revenue is measured as the amount of consideration paid at closingwe expect to receive in exchange for the Opel/Vauxhall Business was $1.4 billion, consisting of (1) $1.1 billiontransferring goods or providing services. Adjustments to sales incentives for previously recognized sales increased revenue by an insignificant amount 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 is expected to be approximately $6.3 billion, net of tax. During the three months ended September 30, 2017 the Company recorded a chargeMarch 31, 2024 and 2023.

Contract liabilities in our Automotive segments primarily consist of vehicle connectivity, customer rewards programs, maintenance, extended warranty and other contracts of $5.4 billion and $5.0 billion at March 31, 2024 and December 31, 2023, 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$490 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$408 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, 2024 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.2023. We expect to record a disposal lossrecognize 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$1.4 billion in the Agreementnine months ending December 31, 2024 and for certain other liabilities, including emissions$1.5 billion, $1.2 billion 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$1.3 billion in the Agreementyears ending December 31, 2025, 2026 and for certain other liabilities. Certain of these indemnification obligations are subjectthereafter related to time limitations, thresholds and/or caps as to the amount of required payments.

We retained net underfunded pensioncontract 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, 2024.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

As part of the retained pension liabilities described above, we 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. Those plans with active participants closed to future accrual as of July 30, 2017. Any future service cost accruals on and 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 the Opel/Vauxhall Business. During the nine months ended September 30, 2017 cash payments were insignificant and cash receipts of $558 million were recorded in Net cash provided by operating cash flows - continuing operations related to transactions with the Opel/Vauxhall Business.

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
 $15,011
GM Financial net sales and revenue147
 132
 414
 418
Total net sales and revenue1,700
 4,576
 11,671
 15,429
Automotive cost of sales1,583
 4,279
 11,049
 14,287
GM Financial interest, operating and other expenses99
 104
 301
 317
Automotive selling, general, and administrative expense134
 324
 813
 1,011
Other income and (expense) items(74) 10
 (72) 75
Loss from discontinued operations before taxes190
 121
 564
 111
Loss on sale of discontinued operations before taxes(a)(b)1,150
 —
 1,986
 —
Total loss from discontinued operations before taxes1,340
 121
 2,550
 111
Income tax expense (benefit)(b)(c)1,756
 (126) 1,385
 (230)
Income (loss) from discontinued operations, net of tax$(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.


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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, net65
 938
GM Financial receivables, net6,995
 5,938
Inventories—
 2,748
Equipment on operating leases, net—
 786
Other current assets328
 382
Total current assets held for sale7,630
 11,178
Non-current Assets   
GM Financial receivables, net4,308
 3,723
Property, net65
 3,217
Deferred income taxes122
 1,920
Other assets13
 515
Total non-current assets held for sale4,508
 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 Financial6,014
 5,124
Accrued liabilities182
 3,299
Total current liabilities held for sale6,374
 12,158
Non-current Liabilities   
Long-term debt
 
Automotive—
 85
GM Financial4,327
 4,189
Pensions126
 2,687
Other liabilities37
 665
Total non-current liabilities held for sale4,490
 7,626
Total Liabilities Held for Sale$10,864
 $19,784

Note 3. Marketable and Other Securities

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Fair Value Level September 30, 2017 December 31, 2016
Fair Value LevelFair Value LevelMarch 31, 2024December 31, 2023
Cash and cash equivalents    
Cash, cash equivalents and time deposits $6,124
 $5,692
Available-for-sale securities    
Cash and time deposits
Cash and time deposits
Cash and time deposits
Available-for-sale debt securities
U.S. government and agencies
U.S. government and agencies
U.S. government and agencies2 160
 1,158
Corporate debt2 1,770
 2,524
Sovereign debt
Total available-for-sale debt securities – cash equivalents
Money market funds1 2,983
 1,801
Sovereign debt2 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   

Marketable debt securities
U.S. government and agencies2 $3,285
 $5,886
Corporate debt2 3,720
 3,611
U.S. government and agencies
U.S. government and agencies
Corporate debt and other
Mortgage and asset-backed2 584
 197
Sovereign debt2 865
 2,147
Total available-for-sale securities – marketable securities $8,454
 $11,841
Mortgage and asset-backed
Mortgage and asset-backed
Total available-for-sale debt securities – marketable securities
Total available-for-sale debt securities – marketable securities
Total available-for-sale debt securities – marketable securities
Restricted cash    
Cash, cash equivalents and time deposits $199
 $248
Available-for-sale securities, primarily money market funds1 2,324
 1,665
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Money market funds
Total restricted cash $2,523
 $1,913
    
Available-for-sale securities included above with contractual maturities(a)    
Available-for-sale debt securities included above with contractual maturities(a)
Available-for-sale debt securities included above with contractual maturities(a)
Available-for-sale debt securities included above with contractual maturities(a)
Due in one year or less
Due in one year or less
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
  
Due between one and five years
Due between one and five years
Total available-for-sale debt securities with contractual maturities
Total available-for-sale debt securities with contractual maturities
Total available-for-sale debt securities with contractual maturities
__________
(a)Excludes mortgage and asset-backed securities.

(a)Excludes mortgage and asset-backed securities of $578 million at March 31, 2024 as these securities are not due at a single maturity date.
Sales proceeds
Proceeds from investments classified asthe sale of available-for-sale anddebt securities sold prior to maturity were $3.7 billion$470 million and $1.6 billion$380 million in the three months ended September 30, 2017March 31, 2024 and 2016 and $5.1 billion and $5.8 billion in the nine months ended September 30, 2017 and 2016.2023. Net unrealized gainslosses and lossesgains on available-for-sale securities and realized gains and losses on tradingdebt securities were insignificant in the three and nine months ended September 30, 2017March 31, 2024 and 2016.2023. Cumulative unrealized gains and losses on available-for-sale debt securities were insignificant$158 million and $160 million at September 30, 2017March 31, 2024 and December 31, 2016.2023.


The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the total shown in the condensed consolidated statement of cash flows:
March 31, 2024
Cash and cash equivalents$17,635 
Restricted cash included in Other current assets3,260 
Restricted cash included in Other assets483 
Total$21,378 
7

 September 30, 2017
Cash and cash equivalents$12,792
Restricted cash included in Other current assets1,940
Restricted cash included in Other assets583
Total$15,315


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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 4. GM Financial Receivables
and Transactions
March 31, 2024March 31, 2024December 31, 2023
RetailRetailCommercial(a)TotalRetailCommercial(a)Total
GM Financial receivables
September 30, 2017 December 31, 2016
GM Financial receivables
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 fees2,170
 27
 2,197
 1,920
 27
 1,947
GM Financial receivables32,222
 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
Fair value of GM Financial receivables utilizing Level 2 inputs
Fair value of GM Financial receivables utilizing Level 2 inputs
Fair value of GM Financial receivables utilizing Level 2 inputs
Fair value of GM Financial receivables utilizing Level 3 inputs

__________
We estimate the fair value of retail(a)Commercial finance receivables using observableinclude dealer financing of $13.9 billion and unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries$13.3 billion, and charge-offsother financing 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$378 million and therefore could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial$476 million at March 31, 2024 and December 31, 2023. Commercial finance receivables have variableare presented net of dealer cash management balances of $2.8 billion and $2.6 billion at March 31, 2024 and December 31, 2023. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest rates. The carrying amount, a Level 2 input, is consideredon its floorplan line by making principal payments to be a reasonable estimate of fair value.GM Financial in advance.

Three Months Ended
Three Months Ended
Three Months Ended
March 31, 2024
March 31, 2024
March 31, 2024
Allowance for loan losses at beginning of period
Allowance for loan losses at beginning of period
Allowance for loan losses at beginning of period
Provision for loan losses
Three Months Ended Nine Months Ended
Provision for loan losses
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 losses204
 167
 573
 501
Charge-offs(287) (284) (858) (826)
Charge-offs
Charge-offs
Recoveries135
 128
 420
 403
Effect of foreign currency3
 (2) 8
 10
Recoveries
Recoveries
Effect of foreign currency and other
Effect of foreign currency and other
Effect of foreign currency and other
Allowance for loan losses at end of period$948
 $837
 $948
 $837
Allowance for loan losses at end of period
Allowance for loan losses at end of period


The allowance for loan losses on retail and commercialas a percentage of finance receivables included a collective allowance of $617 million and $525 million and a specific allowance of $331 million and $280 millionwas 2.7% at September 30, 2017March 31, 2024 and December 31, 2016.2023.


Retail Finance Receivables We use proprietary scoring systems inGM Financial's retail finance receivable portfolio includes loans made to consumers and businesses to finance the underwriting process that measurepurchase of vehicles for personal and commercial use. The following tables are consolidated summaries of the credit quality of retail finance receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g.by FICO scoresscore or its equivalent)equivalent, determined at origination, for each vintage of the retail finance receivables portfolio at March 31, 2024 and contract characteristics. We also consider other factors such as employment history, financial stability and capacity to pay. Subsequent to origination we reviewDecember 31, 2023:

Year of OriginationMarch 31, 2024
20242023202220212020PriorTotalPercent
Prime – FICO score 680 and greater$6,124 $21,739 $14,060 $8,080 $4,274 $1,055 $55,332 75.6 %
Near-prime – FICO score 620 to 679902 2,981 2,076 1,566 787 380 8,692 11.9 %
Sub-prime – FICO score less than 620967 2,821 2,172 1,682 878 685 9,206 12.6 %
Retail finance receivables$7,993 $27,542 $18,308 $11,329 $5,938 $2,120 $73,230 100.0 %

Year of OriginationDecember 31, 2023
20232022202120202019PriorTotalPercent
Prime – FICO score 680 and greater$23,940 $15,581 $9,039 $4,926 $1,076 $320 $54,882 75.5 %
Near-prime – FICO score 620 to 6793,234 2,281 1,746 906 350 129 8,647 11.9 %
Sub-prime – FICO score less than 6203,079 2,397 1,884 1,010 573 257 9,200 12.6 %
Retail finance receivables$30,253 $20,259 $12,670 $6,842 $2,000 $707 $72,729 100.0 %

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
GM Financial reviews the ongoing 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 suchthe payment was contractually due. At September 30, 2017Retail finance receivables are collateralized by vehicle titles and, December 31, 2016subject 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$721 million and $798 million.$809 million at March 31, 2024 and December 31, 2023. The following table summarizestables are consolidated summaries of the contractual amountdelinquency status of delinquentthe outstanding amortized cost of retail finance receivables which is not significantly different than the recorded investmentfor each vintage of the retailportfolio at March 31, 2024 and December 31, 2023, as well as summary totals for March 31, 2023:
Year of OriginationMarch 31, 2024March 31, 2023
20242023202220212020PriorTotalPercentTotalPercent
0-to-30 days$7,973 $27,054 $17,743 $10,856 $5,689 $1,911 $71,225 97.3 %$66,109 97.6 %
31-to-60 days19 342 406 352 188 156 1,463 2.0 %1,188 1.8 %
Greater-than-60 days1 125 140 109 56 50 482 0.7 %363 0.5 %
Finance receivables more than 30 days delinquent20 467 547 461 245 206 1,945 2.7 %1,551 2.3 %
In repossession— 21 19 12 4 3 60 0.1 %44 0.1 %
Finance receivables more than 30 days delinquent or in repossession20 488 566 473 249 209 2,005 2.7 %1,595 2.4 %
Retail finance receivables$7,993 $27,542 $18,308 $11,329 $5,938 $2,120 $73,230 100.0 %$67,704 100.0 %

Year of OriginationDecember 31, 2023
20232022202120202019PriorTotalPercent
0-to-30 days$29,816 $19,602 $12,098 $6,533 $1,825 $599 $70,472 96.9 %
31-to-60 days318 470 415 227 130 78 1,637 2.3 %
Greater-than-60 days102 168 142 76 42 29 559 0.8 %
Finance receivables more than 30 days delinquent421 637 557 302 172 107 2,196 3.0 %
In repossession17 20 14 6 3 1 61 0.1 %
Finance receivables more than 30 days delinquent or in repossession437 657 572 308 175 108 2,257 3.1 %
Retail finance receivables$30,253 $20,259 $12,670 $6,842 $2,000 $707 $72,729 100.0 %

Commercial Finance Receivables GM Financial's commercial finance receivables:receivables consist of dealer financing, primarily for dealer inventory purchases, and other financing, which includes loans to commercial vehicle upfitters. For dealer financing, proprietary models are used to assign a risk rating to each dealer. GM Financial performs periodic credit reviews of each dealership and adjusts the dealership's risk rating, if necessary. The credit risk associated with other financing is limited due to the structure of the business relationships.


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GENERAL MOTORS COMPANY AND SUBSIDIARIES
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 delinquent521
 1.6% 491
 1.9%
Total finance receivables more than 30 days delinquent1,697
 5.2% 1,603
 6.3%
In repossession55
 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, 2017GM Financial's dealer risk model 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 commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealershipcategories are as follows:
RatingDescription
IPerforming accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial commitments.
IIPerforming accounts experiencing potential weakness in financial metrics and repayment prospects resulting in increased monitoring.
IIINon-Performing accounts with inadequate paying capacity for current obligations and have the distinct possibility of creating a loss if deficiencies are not corrected.
IVNon-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that make collection of liquidation in full highly questionable or improbable.

Dealers with III and adjust the dealership'sIV risk rating, if necessary. Dealers in Group VIratings 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 summarizestables summarize the dealer credit risk profile by dealer risk rating at March 31, 2024 and December 31, 2023:
Year of Origination(a)March 31, 2024
Dealer Risk RatingRevolving20242023202220212020PriorTotalPercent
I$12,056 $56 $248 $389 $289 $294 $62 $13,395 96.1 %
II274 — 3 7 — — — 284 2.0 %
III217 4 5 15 12 — 7 261 1.9 %
IV— — — — — — — — — %
Balance at end of period$12,547 $60 $256 $411 $302 $294 $69 $13,939 100.0 %
__________
(a)Floorplan advances comprise 99.1% of the total revolving balance. Dealer term loans are presented by year of origination.

Year of Origination(a)December 31, 2023
Dealer Risk RatingRevolving20232022202120202019PriorTotalPercent
I$11,513 $279 $403 $297 $301 $75 $11 $12,879 97.1 %
II182 — 2 2 — — — 187 1.4 %
III152 1 15 12 — 11 — 192 1.4 %
IV— — — — — — — — — %
Balance at end of period$11,846 $281 $421 $311 $301 $86 $11 $13,257 100.0 %
__________
(a)Floorplan advances comprise 99.7% of the total revolving balance. Dealer term loans are presented by year of origination.

There were no commercial finance receivables: receivables on nonaccrual status at March 31, 2024 and December 31, 2023.

Transactions with GM Financial The following tables show transactions between our Automotive segments, Cruise and GM Financial. These amounts are presented in GM Financial's condensed consolidated balance sheets and statements of income.
March 31, 2024December 31, 2023
Condensed Consolidated Balance Sheets(a)
Commercial finance receivables due from GM consolidated dealers$183 $164 
Commercial finance receivables due from Cruise$395 $353 
Subvention receivable from GM(b)$600 $508 
Commercial loan funding payable to GM$179 $55 

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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 metrics3,465
 2,526
Group III– Dealers with fair financial metrics2,913
 2,598
Group IV– Dealers with weak financial metrics881
 613
Group V– Dealers warranting special mention due to elevated risks238
 334
Group VI– Dealers with loans classified as substandard, doubtful or impaired102
 90
  $9,146
 $7,533
Three Months Ended
March 31, 2024March 31, 2023
Condensed Consolidated Statements of Income
Interest subvention earned on finance receivables$335 $279 
Leased vehicle subvention earned$364 $393 

__________
(a)All balance sheet amounts are eliminated upon consolidation.
(b)Our Automotive segments made cash payments to GM Financial for subvention of $777 million and $749 million in the three months ended March 31, 2024 and 2023.

GM Financial's Board of Directors declared and paid dividends of $450 million on its common stock in the three months ended March 31, 2024 and 2023.

Note 5. Inventories
March 31, 2024December 31, 2023
Total productive material, supplies and work in process$7,384 $7,422 
Finished product, including service parts10,149 9,039 
Total inventories$17,533 $16,461 

Inventories are reflected net of allowances totaling $2.4 billion and $2.2 billion, of which $2.0 billion and $1.9 billion are electric vehicle (EV)-related, to remeasure inventory on-hand to net realizable value at March 31, 2024 and December 31, 2023.

 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 parts4,572
 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 parts4,119
 1,208
 705
 6,032
Total inventories$7,396
 $2,178
 $1,466
 $11,040

Note 6. Equipment on Operating Leases

Equipment on operating leases consists of leases to retail customers that are recorded asof GM Financial.
March 31, 2024December 31, 2023
Equipment on operating leases$37,119 $37,921 
Less: accumulated depreciation(7,013)(7,338)
Equipment on operating leases, net$30,106 $30,582 
The estimated residual value of our leased assets at the end of the lease term was $22.4 billion and $22.7 billion at March 31, 2024 and December 31, 2023.

Depreciation expense related to Equipment on operating leases, net was $1.2 billion in the three months ended March 31, 2024 and vehicle sales2023.

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,
20242025202620272028ThereafterTotal
Lease receipts under operating leases$3,793 $3,651 $1,758 $253 $9 $1 $9,464 

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GENERAL MOTORS COMPANY AND SUBSIDIARIES
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. 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 income41
 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 (loss) or Automotive and other cost of sales.
Three Months Ended
March 31, 2024March 31, 2023
Automotive China joint ventures equity income (loss)$(106)$83 
Ultium Cells Holding LLC and other joint ventures equity income (loss)(a)156 (8)
Total Equity income (loss)$50 $75 
__________
(a)Equity earnings related to Ultium Cells Holdings LLC, an equally owned joint venture with LG Energy Solution (LGES), are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs. Equity earnings related to Ultium Cells Holdings LLC were $156 million and insignificant in the three months ended March 31, 2024 and 2023.

There have been no significant ownership changes in our Automotive China joint ventures (Automotive China JVs) or Ultium Cells Holdings LLC since December 31, 2016.2023.
Three Months Ended
March 31, 2024March 31, 2023
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales$4,111 $5,833 
Automotive China JVs' net income (loss)$(228)$123 
 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 an insignificant amount at March 31, 2024 and December 31, 2023. Dividends received from our nonconsolidated affiliates were $382 million and an insignificant amount in the three months ended September 30, 2017March 31, 2024 and 2016 and $2.02023. Undistributed earnings from our nonconsolidated affiliates were $1.7 billion in the nine months ended September 30, 2017 and 2016. At September 30, 2017at March 31, 2024 and December 31, 2016 we had undistributed earnings of $1.8 billion and $2.2 billion related to our nonconsolidated affiliates.2023.


Note 8. 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 relatedleasing-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 theirthe 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 tocreditors 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, 2024December 31, 2023
Restricted cash – current$3,041 $2,398 
Restricted cash – non-current$382 $367 
GM Financial receivables – current$22,098 $22,990 
GM Financial receivables – non-current$22,341 $23,535 
GM Financial equipment on operating leases, net$15,639 $15,794 
GM Financial short-term debt and current portion of long-term debt$17,953 $22,088 
GM Financial long-term debt$26,319 $23,210 
 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 inexpected over the remaining life of the finance receivables.


Note 9. Nonconsolidated VIEs
Automotive
Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to ensure that our supply needs for production are met or are not disrupted. Our variable interests in these nonconsolidated VIEs include equity investments, accounts and 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 valuecarrying amounts of automotive debt measured utilizing Level 1 inputs was based on quoted prices in active markets for identical instruments that a market participant can accessassets were approximately $2.7 billion and $2.4 billion and liabilities were insignificant related to our nonconsolidated VIEs 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, 2024 and December 31, 2016 the fair value2023. Our maximum exposure to loss as a result of automotive debt exceeded its carrying amount due primarily to a decrease in bond yields compared to yields at the timeour involvement with these VIEs was approximately $3.5 billion, inclusive of issuance.

In August 2017 we issued $3.0approximately $0.6 billion and $0.8 billion in aggregate principal amount of senior unsecured notes with an initial weighted average interest rate of 4.5%committed capital contributions to Ultium Cells Holdings LLC, at March 31, 2024 and maturity dates ranging from 2020December 31, 2023. Our maximum exposure to 2048. The indentures governing these notes contain termsloss, and covenants customaryrequired capital contributions, could vary depending on Ultium Cells Holdings LLC's requirements and access to capital. We currently lack the power through voting or similar rights to direct the activities 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.entities that most significantly affect their economic performance.


13

 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 debt38,263
 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.


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Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 9. Debt

Automotive The following table presents debt in our automotive operations:
March 31, 2024December 31, 2023
Carrying AmountFair ValueCarrying AmountFair Value
Secured debt$116 $116$134 $132
Unsecured debt(a)15,778 15,75715,842 15,911
Finance lease liabilities433 442437 447
Total automotive debt(b)$16,327 $16,315$16,413 $16,490
Fair value utilizing Level 1 inputs$15,357$15,457
Fair value utilizing Level 2 inputs$957$1,033
Available under credit facility agreements(c)$13,536$16,446
Weighted-average interest rate on outstanding short-term debt(d)16.9 %16.2 %
Weighted-average interest rate on outstanding long-term debt(d)5.8 %5.8 %
__________
(a)Primarily consists of senior notes.
(b)Includes net discount and debt issuance costs of $505 million and $527 million at March 31, 2024 and December 31, 2023.
(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 free loans.

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

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

GM Financial The following table presents debt of GM Financial:
March 31, 2024December 31, 2023
Carrying AmountFair ValueCarrying AmountFair Value
Secured debt$44,212 $43,892 $45,243 $44,971 
Unsecured debt61,698 61,430 60,084 59,651 
Total GM Financial debt$105,910 $105,322 $105,327 $104,622 
Fair value utilizing Level 2 inputs$103,049 $102,262 
Fair value utilizing Level 3 inputs$2,274 $2,360 

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 8 to our condensed consolidated financial statements for additional information on GM Financial's involvement with VIEs. In the ninethree months ended September 30, 2017 we entered into new orMarch 31, 2024, GM Financial renewed revolving credit facilities with a total net additional borrowing capacity of $1.7$2.4 billion which had substantially the same terms as existing debt and we issued $18.8$7.3 billion in aggregate principal amount of securitization notes payable with an initial weighted averageweighted-average interest rate of 2.09%5.4% and maturity dates ranging from 20192024 to 2025.2036.


Unsecured debt consists of senior notes, credit facilities and other unsecured debt. In the ninethree months ended September 30, 2017 weMarch 31, 2024, GM Financial issued $10.6$4.4 billion in aggregate principal amount of senior notes with an initial weighted averageweighted-average interest rate of 2.87%5.3% and maturity dates ranging from 20192027 to 2027.2031.


Each

14

Table 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.Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Note 10. Derivative Financial Instruments
Automotive
The 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 currency2 $—
 $803
Commodity2 73
 106
Total assets  $73
 $909
Derivatives not designated as hedges(a)     
Assets     
Foreign currency2/3 $3,671
 $4,483
Commodity2 553
 1,061
PSA warrants(b)2 47
 —
Total assets  $4,271
 $5,544
Liabilities     
Foreign currency2/3 $2,025
 $470
Commodity2 70
 181
Total liabilities  $2,095
 $651
__________
(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.

We estimate thegross fair value of the PSA warrants using a Black-Scholes valuation model. The significant inputs to the model include the PSA 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 are entitled to the dividends distributed by PSA since the warrants issuance date. Gains or losses as a result of the change in the fair value of the PSA warrants are recorded in Interest income and other non-operating income, net.

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

Fair Value LevelMarch 31, 2024December 31, 2023
NotionalFair Value of AssetsFair Value of LiabilitiesNotionalFair Value of AssetsFair Value of Liabilities
Derivatives designated as hedges(a)
Fair value hedges
Interest rate swaps2$21,991 $9 $352 $18,379 $75 $238 
Cash flow hedges
Interest rate swaps22,447 16 10 2,381 17 16 
Foreign currency swaps(b)29,208 88 428 8,003 144 311 
Derivatives not designated as hedges(a)
Interest rate contracts2123,103 1,576 2,024 134,683 1,573 1,997 
Foreign currency contracts2940 2 — — — — 
Total derivative financial instruments(c)$157,689 $1,691 $2,815 $163,446 $1,809 $2,563 
__________
(a)The gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three months ended March 31, 2024 and 2023 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)The effect of foreign currency cash flow hedges in the condensed consolidated statements of comprehensive income includes losses of $141 million and an insignificant gain recognized in Accumulated other comprehensive loss, and losses of $163 million and an insignificant gain reclassified from Accumulated other comprehensive loss into income for the three months ended March 31, 2024 and 2023.
(c)GM Financial held $447 million and $457 million of collateral from counterparties available for netting against GM Financial's asset positions and posted $1.2 billion of collateral to counterparties available for netting against GM Financial's liability positions at March 31, 2024 and December 31, 2023.

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, 2024December 31, 2023
Carrying Amount of Hedged ItemsCumulative Amount of Fair Value Hedging Adjustments(a)Carrying Amount of Hedged ItemsCumulative Amount of Fair Value Hedging Adjustments(a)
Short-term unsecured debt$4,283 $(33)$3,508 $(8)
Long-term unsecured debt30,150 1,191 30,043 1,037 
GM Financial unsecured debt$34,433 $1,158 $33,551 $1,029 
__________
(a)Includes $865 million and $872 million of unamortized losses remaining on hedged items for which hedge accounting has been discontinued at March 31, 2024 and December 31, 2023.









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Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

 Fair Value Level September 30, 2017 December 31, 2016
Derivatives designated as hedges(a)     
Assets     
 Fair value hedges – interest rate swaps2 $3,500
 $—
 Cash flow hedges     
Interest rate swaps2/3 2,561
 3,070
Foreign currency2 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 swaps2/3 —
 500
Foreign currency2 —
 791
 Total cash flow hedges  —
 1,291
Total liabilities  $7,860
 $8,991
Derivatives not designated as hedges(a)     
Assets     
Interest rate swaps2/3 $33,218
 $7,959
Interest rate caps and floors2 16,810
 9,698
Foreign currency2 1,182
 —
Total assets  $51,210
 $17,657
Liabilities     
Interest rate swaps2/3 $12,823
 $6,170
Interest rate caps and floors2 18,467
 12,146
Total liabilities  $31,290
 $18,316
__________
(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.
Note 11. Product Warranty and Related Liabilities
Three Months Ended
March 31, 2024March 31, 2023
Product Warranty and Related Liabilities
Warranty balance at beginning of period$9,295 $8,530 
Warranties issued and assumed in period – recall campaigns266 236 
Warranties issued and assumed in period – product warranty668 490 
Payments(1,024)(1,058)
Adjustments to pre-existing warranties174 279 
Effect of foreign currency and other(24)5 
Warranty balance at end of period9,356 8,482 
Less: Supplier recoveries balance at end of period(a)630 1,157 
Warranty balance, net of supplier recoveries at end of period$8,726 $7,325 
 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 other39
 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, 2024March 31, 2023
Product Warranty Expense, Net of Recoveries
Warranties issued and assumed in period$934 $726 
Supplier recoveries accrued in period(58)(44)
Adjustments and other150 284 
Warranty expense, net of supplier recoveries$1,026 $966 

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at September 30, 2017.March 31, 2024. Refer to Note 13 to our condensed consolidated financial statements for reasonably possible losses on Takata Corporation (Takata) matters.additional information.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)


Note 12. Pensions and Other Postretirement Benefits
Three Months Ended March 31, 2024Three Months Ended March 31, 2023
Pension BenefitsGlobal OPEB PlansPension BenefitsGlobal OPEB Plans
U.S.Non-U.S.U.S.Non-U.S.
Service cost$47 $34 $3 $44 $42 $2 
Interest cost533 128 56 568 161 59 
Expected return on plan assets(685)(131)— (730)(168)— 
Amortization of prior service cost (credit)15 1 — (1)1 — 
Amortization of net actuarial (gains) losses2 12 — — 8 (6)
Net periodic pension and OPEB (income) expense$(88)$44 $59 $(119)$44 $55 
 Three Months Ended September 30, 2017 Three 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$79
 $45
 $4
 $96
 $80
 $4
Interest cost536
 115
 51
 553
 127
 50
Expected return on plan assets(919) (185) —
 (945) (179) —
Amortization of prior service cost (credit)(1) 2
 (3) (1) 4
 (3)
Amortization of net actuarial (gains) losses(2) 29
 8
 (6) 34
 5
Net periodic pension and OPEB (income) expense$(307) $6
 $60
 $(303) $66
 $56

 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
 $13
Interest cost1,608
 366
 149
 1,659
 384
 150
Expected return on plan assets(2,757) (528) —
 (2,834) (538) —
Amortization of prior service cost (credit)(3) 4
 (10) (3) 10
 (10)
Amortization of net actuarial (gains) losses(5) 124
 24
 (19) 104
 15
Net periodic pension and OPEB (income) expense$(920) $97
 $177
 $(910) $155
 $168

We made discretionary contributions to our U.S. hourlyThe non-service cost components of net periodic pension planand other postretirement benefits (OPEB) income of $2.0 billion $49 million and $86 million in the ninethree months ended September 30, 2016.March 31, 2024 and 2023 are presented in Interest income and other non-operating income, net.


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Note 13. Commitments and Contingencies

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other litigation, that arise in connection with our business as a global company.litigation. We identify below the material individual proceedings and investigations in connection with whichwhere 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, 2017March 31, 2024 and December 31, 2016 total2023, we had accruals of $1.1 billion and $1.2 billion were recorded in Accrued liabilities and Other liabilities. In many proceedings,matters, it is inherently difficult to determine whether anya loss is probable or even reasonably possible or to estimate the size or range of the potential loss. Some 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 cannot be reasonably estimated. Accordingly, while we believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated, it is possible loss. Accordingly anthat adverse outcomeoutcomes 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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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 WageSubcontract Workers Litigation Commencing on or about September 29, 2010 current and former hourly employees of GM Korea Company (GM Korea) filed eight separate group actions inis 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 10,000same wages and benefits provided to full-time employees, allegeand 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 bonusesmust 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, 2012September 2020 orders. Since June 2020, the Seoul High Court (an intermediate levelintermediate-level appellate court) affirmed a decision of the Incheon District Court in a case involving fiveruled against GM Korea employees which was contrary to GM Korea's position.in eight subcontract worker claims. Although GM Korea has appealed these decisions 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 andhas since hired certain of its labor union also agreed to include bonuses and certain allowances in Ordinary Wages retroactive tosubcontract workers as full-time employees. At March 1, 2014. Therefore31, 2024, our accrual related to these casescovering 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 $133 million. We estimate ourthe reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately $547$66 million at September 30, 2017, which relates to periods before March 1, 2014.31, 2024. We are also partycurrently 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 theestimate any reasonably possible material loss for salary cases in excessor range of amounts accrued was approximately $169 million. Both the scope ofloss 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, but not limited to, matters arising out of alleged product defects; employment-related matters; product and workplace safety, vehicle emissions including CO2and 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.

There are several putative class actions pending against GM in federal courts in the U.S. and in the Provincial Courts in Canada alleging that various vehicles sold including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal and state emission standards. GM also faces a series of additional lawsuits based primarily on allegations in the Duramax suit, including putative 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 that a loss will be incurred or an estimate of the amounts or range of possible loss.

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.remediation from stationary sources. 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.


There are several putative class actions pending against GM in the U.S. and Canada alleging that various vehicles sold, including model year 2011–2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and foreign emission standards. In July 2023, the putative class actions pending in the U.S. were dismissed with prejudice and judgment entered in favor of GM, and plaintiffs appealed the dismissal. We are currently unable to estimate any reasonably possible material loss or range of loss that may result from these actions. GM has also faced a series of additional lawsuits in the U.S. based on these allegations, including a shareholder demand lawsuit that remains pending.

There are several putative class actions and three certified class actions pending against GM in the U.S. alleging that various 2011–2014 model year vehicles are defective because they excessively consume oil. While many of these proceedings have been dismissed or have been settled for insignificant amounts, several remain outstanding, and in October 2022, we received an adverse jury verdict in the certified class action proceeding involving three states. We do not believe that the verdict is supported by the evidence and plan to appeal. We are currently unable to estimate any reasonably possible material loss or range of loss that may result from the putative class action proceedings and have previously accrued an immaterial amount related to one of the certified class action proceedings.

There is one putative class action and one certified class action pending against GM in the U.S. alleging that various 2015–2022 model year vehicles are defective because they are equipped with faulty 8-speed transmissions. In March 2023, the judge overseeing the class action concerning 2015–2019 model year vehicles certified 26 state subclasses. The Sixth Circuit has agreed to hear our appeal of this class certification order. The putative class action concerning 2020–2022 model year vehicles
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is pending in front of a different judge that has not yet addressed class certification. We have similar cases pending in Canada concerning these vehicles. We are currently unable to estimate any reasonably possible or probable material loss or range of loss that may result from these proceedings in excess of amounts accrued.

There is a class action pending against GM in the U.S., and a putative class action in Canada, alleging that 2011–2016 model year Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles are equipped with defective fuel pumps that are prone to failure. In March 2023, the U.S. court certified seven state subclasses. In the three months ended March 31, 2024, we reached an agreement in principle to settle this matter on terms consistent with our accrual.

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.

We are currently in discussions with the Environmental Protection Agency (EPA) and other regulators regarding potential adjustments to certain prior year greenhouse gas (GHG) and Corporate Average Fuel Economy (CAFE) accounting balances. Based on progress made in these discussions, in the three months ended March 31, 2024, we accrued an insignificant amount, which brought the total costs expensed in connection with these matters to approximately $490 million through March 31, 2024. We currently expect to resolve these matters on terms generally consistent with our accrual.

Indirect tax-related matters are being litigatedevaluated globally pertaining to value added taxes, customs, duties, sales tax, property taxes and other non-income tax relatedtax-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. 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. We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated.security. For indirect tax-related matters, we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately $1.0$2.1 billion at September 30, 2017.March 31, 2024.


Takata Matters On May 4, 2016In November 2020, the National Highway Traffic Safety Administration (NHTSA) issued an amended consent order requiringdirected that we replace the Takata to file defect information reports (DIRs) for previously unrecalled frontCorporation (Takata) 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-uppickup 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 fileddecided 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 second setwarranty accrual of Preliminary DIRs$1.1 billion 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 deferralexpected costs 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 the same time.

On August 25, 2017, we filed a supplemental brief in support of our petitions that provided NHTSAcomplying with the resultsrecall remedy. At March 31, 2024, our remaining accrual for these matters was $594 million, and we believe the currently accrued amount remains reasonable.

GM has recalled certain vehicles sold outside of our long-term study and testing and the basis for our determination that theU.S. to replace Takata 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 vehiclesthose vehicles. There 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 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 aresignificant 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 requiredAny additional recalls relating to recall certain vehicles outside of the U.S. in the three months ended September 30, 2017 to replace Takatathese 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 pendingthat have been filed against GM, in federal courtincluding 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. In March 2023, a U.S. court overseeing one of the putative class actions issued a final judgment in favor of GM on all claims in eight states at issue in that proceeding. Plaintiffs have appealed this decision. In August 2023, the U.S. court granted class certification as to a Louisiana claim, but denied certification as to seven other states. At this early stage of these proceedings, we are unable to provide an evaluationestimate of the likelihoodamounts or range of reasonably possible material loss.

ARC Matters In May 2023, we initiated a voluntary recall covering nearly one million 2014–2017 model year Buick Enclave, Chevrolet Traverse and GMC Acadia SUVs equipped with driver front airbag inflators manufactured by ARC Automotive, Inc. (ARC), and accrued an insignificant amount for the expected costs of the recall. As part of its ongoing investigation into ARC airbag inflators, on September 5, 2023, NHTSA issued an initial decision that approximately 52 million frontal driver and passenger airbag inflators manufactured by ARC and Delphi Automotive Systems LLC over a loss willroughly 20-year period contain a safety-related defect and must be incurredrecalled. NHTSA’s initial decision is based on the occurrence of seven field ruptures involving ARC-manufactured frontal airbag inflators. We are continuing to investigate the cause of the ruptures in GM vehicles in connection with our existing recalls. The administrative record for NHTSA’s investigation closed on December 18, 2023, and we are waiting for NHTSA to issue its final decision. As indicated in GM's filed comment in the record, we do not believe that further GM vehicle recalls are necessary or appropriate at this time. However, depending on the outcome of the dispute between NHTSA and ARC, and the possibility of additional recalls, the cost of which may not be fully recoverable, it is reasonably possible that the costs associated with these matters in excess of amounts accrued could be material, but we are unable to provide an estimate of the amounts or range of reasonably possible loss. On August 16, 2017,material loss at this time.
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There are several putative class actions that have been filed against GM, including in the bankruptcy court hearingU.S., Canada and Israel, arising out of allegations that airbag inflators manufactured by ARC are defective. At this stage of these proceedings, we are unable to provide an estimate of the Takata bankruptcy entered an order staying all Takata related litigation against automotive manufacturers, including GM, until November 16, 2017.amounts or range of reasonably possible material loss.


Product Liability With respect to product liability claims (other than claims relatingChevrolet Bolt Recall In July 2021, we initiated a voluntary recall for certain 2017–2019 model year Chevrolet Bolt EVs due to the ignition switch recalls discussed above) involvingrisk that two manufacturing defects present in the same battery cell could cause a high voltage battery fire in certain of these vehicles. After further investigation into the manufacturing processes at our battery supplier, LGES, 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 Chevrolet Bolt Electric Utility Vehicles (EUVs). LG Electronics, Inc. (LGE) and LGES (collectively, LG), have agreed to reimburse GM for certain costs and expenses associated with the recall. The commercial negotiations with LG also resolved other commercial matters associated with our Ultium Cells Holdings LLC joint venture with LGES. Accordingly, as of December 31, 2023, we had accrued a total of $2.6 billion and recognized receivables totaling $1.6 billion in connection with these matters. At March 31, 2024, our remaining accrual for these matters was $0.5 billion. These charges reflect our current best estimate for the cost of the recall remedy, which includes non-traditional recall remedies provided by GM to enhance customer satisfaction. The actual costs of the recall could be materially higher or lower.

In addition, putative class actions have been filed against GM in the U.S. and Canada alleging that the batteries contained in the Bolt EVs and EUVs included in the recall population are defective. GM has reached an agreement in principle to settle the U.S. class actions for an immaterial amount.

Opel/Vauxhall Sale In 2017, we sold the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to PSA Group, now Stellantis N.V. (Stellantis), under a Master Agreement (the Agreement). We also sold the 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. General Motors Corporation products, we believeHoldings LLC agreed, on behalf of our wholly owned subsidiary (the Seller), 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 costs related to certain emissions claims, product liabilities and recalls. We are unable to estimate any reasonably possible material loss or range of loss that any judgmentmay result from these actions either directly or through an indemnification claim from Stellantis. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Currently, various consumer lawsuits have been filed against us for actual damages will be adequately coveredthe Seller and Stellantis in Germany, the United Kingdom (UK), Austria and the Netherlands alleging that Opel and Vauxhall vehicles sold by our recorded accruals and, wherethe Seller violated applicable excess liability insurance coverage.emissions standards. In addition, we indemnify dealersindemnified Stellantis for an immaterial amount for certain product liability related claims,recalls that Stellantis has conducted or will conduct, including claimsrecalls in certain geographic locations that Stellantis intends to conduct related to productsTakata inflators in legacy Opel vehicles. We may in the future be required to further indemnify Stellantis relating to its Takata recalls, but we believe such further indemnification to be remote at this time.

European Commission and UK Competition and Markets Authority Matter In March 2022, the European Commission and UK Competition and Markets Authority (CMA) conducted inspections at the premises of, and sent out formal requests for information to several companies and associations active in the automotive sector. The investigations concern conduct related to coordination regarding the collection, treatment and recovery of end-of-life cars and vans (ELVs), which are considered waste. GM was not the subject of the inspections but has since received requests for information related to activities conducted by Opel, a former subsidiary business we sold by General Motors Corporation's dealers. At September 30, 2017to Stellantis in 2017. GM has replied to the European Commission’s and December 31, 2016CMA’s requests for information. The inspections and requests for information are preliminary investigatory steps and do not prejudge the outcome of the investigations. If an infringement is established as to Opel’s conduct, there are a range of possible outcomes, including a fine, which could be material. We cannot currently predict the outcome or what remedies, if any, may be required.

Product Liability We recorded liabilities of $615$636 million and $656$615 million were recorded in Accrued liabilities and Other liabilities at March 31, 2024 and December 31, 2023, 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 of vehicle recalls in recent years itIt 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.

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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 20172024 to 20322029, or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately covered andby our recorded accruals, which are insignificant. The maximum liability, calculated as future undiscounted payments was $5.2 billion and $4.3mainly based on royalties received associated with vehicles sold to date were $3.5 billion for these guarantees at September 30, 2017March 31, 2024 and December 31, 2016,2023, the majority of which relaterelates 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 payablessales 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 enter into agreements that incorporate indemnification provisions in the normal course of business. It is not possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations. Insignificant amounts have been recorded for such obligations as the majority of them are not probable or estimable at this time and the fair value of the guarantees at issuance was insignificant. Refer to the Opel/Vauxhall Sale section of this note for additional information on our indemnification obligations to Stellantis under the Agreement.


Supplier Finance Programs Third-party finance providers offer certain suppliers the option for payment in advance of their invoice due date through financing programs that we established. We retain our obligation to the participating suppliers, and we make payments directly to the third-party finance providers on the original invoice due date pursuant to the original invoice terms. There are no assets pledged as security or other forms of guarantees provided for committed payments. Our outstanding eligible balances under our supplier finance programs were $1.3 billion at March 31, 2024 and December 31, 2023, which are recorded in Accounts payable (principally trade).

Note 14.Income Taxes
For interim income tax reporting we estimate our annual effective tax rate and apply it to our year to date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from 2007 to 2016 with various significant tax jurisdictions.


In the three months ended September 30, 2017March 31, 2024 and 2023, Income tax expense of $2.3 billion$762 million and $428 million was primarily resulted fromdue 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 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 as described in Note 2, partially offset by tax benefits related to tax settlements. In the three months ended September 30, 2016 Income tax expense of $902 million primarily resulted from 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.calculation.


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 on deferred tax assets that will 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.

At September 30, 2017 we had $30.1 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 reduce other costs to improve the utilization of remaining facilities. To the extent these programs involve voluntary separations, no liabilities area liability is generally recorded untilat the time offers to employees are accepted. To the extent these programs provide separation benefits in accordance with pre-existing agreements, a liability is recorded once the amount is probable and reasonably estimable. If employees are involuntarily terminated, a liability is generally recorded at the communication date. Related charges are recorded in Automotive and other cost of sales and Automotive and other selling, general and administrative expense.

The following table summarizes the reserves and charges related to restructuring and other initiatives, including postemployment benefit reserves and charges:
Three Months Ended
March 31, 2024March 31, 2023
Balance at beginning of period$779 $520 
Additions, interest accretion and other114 980 
Payments(325)(51)
Revisions to estimates and effect of foreign currency(3)— 
Balance at end of period$565 $1,450 
 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 other43
 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 ninethree months ended September 30, 2017,March 31, 2024, restructuring and other initiatives primarily include restructuring actions announcedincluded strategic activities in GMNA related to Buick dealerships. We recorded charges of $96 million in the three months ended June 30, 2017March 31, 2024, which are included in GMIO. These actions related primarily to the withdrawal of Chevrolet from the Indiantable above, 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 $460incurred $162 million in GMIO primarily consisting of $297 million of asset impairments, sales incentives, inventory provisions and other

net cash outflows resulting from these dealer restructurings. Cumulatively, we have
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incurred charges of approximately $1.2 billion and net cash outflows of $956 million related to this initiative. The remaining $220 million is expected to be paid by the end of 2024.

In March 2023, we announced a voluntary separation program (VSP) to accelerate attrition related to the cost reduction program announced in January 2023. We recorded charges not reflectedin GMNA of $1.0 billion in the table above, and $163year ended December 31, 2023, primarily related to employee separation charges of $905 million, of dealer restructurings, employee separations and other contract cancellation costs, which are reflected in the table above, and insignificant costs for separationnon-cash pension curtailment and other programs in GMNA and GMSA. We expect to complete these programs in 2017.
Other GMIO restructuring programssettlement charges of approximately $130 million, not reflected in the table above include separation and other programs in Australia, Korea and India andabove. As of March 31, 2024, we have incurred $878 million of cash outflows resulting from the withdrawal of the Chevrolet brand from Europe. Collectively these programs had a total cost since inception in 2013 of $883 million. We expect toVSP. This program was substantially complete these programs in 2017 and incur insignificant additional restructuring and other charges.at March 31, 2024.


In October 2023, Cruise voluntarily paused all of its driverless, supervised and manual AV operations in the nine months ended September 30, 2016 restructuringU.S. while it examines its processes, systems and other initiatives related primarily totools. In conjunction with these actions, Cruise recorded charges before noncontrolling interest of $240$529 million in the three monthsyear ended December 31, 2023, primarily related to supplier related charges of $212 million and employee separation charges of $67 million, both of which are included in the table above. Additionally, Cruise recorded non-cash restructuring charges of $250 million primarily related to impairments, which are not reflected in the table above. As of March 31, 2016 in GMNA2024, we have incurred $70 million of cash outflows resulting from these restructuring activities. We expect the remaining cash outflows related to these activities of approximately $209 million to be complete by 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 Workersend 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.2024.


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, 2017We had no shares of preferred stock issued and outstanding at March 31, 2024 and December 31, 2016 we2023. We had 1.41.1 billion and 1.51.2 billion shares of common stock issued and outstanding. outstanding at March 31, 2024 and December 31, 2023.

Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. Our total dividends paid on common stock were $139 million and $126 million for the three months ended March 31, 2024 and 2023.

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

In the ninethree months ended September 30, 2017 and 2016March 31, 2024, in addition to shares received under the ASR program, we purchased 86 million and 48approximately 8 million shares of our outstanding common stock for $3.0 billion and $1.5 billion$331 million, including an insignificant amount related to purchases initiated in March 2024 that settled in April 2024, as part of the common stockshare 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 inprogram. In the three months ended September 30, 2017 and 2016 and $1.7 billion and $1.8 billion inMarch 31, 2023, we purchased 9 million shares of our outstanding common stock for $369 million.

Cruise Common Shares During the ninethree months ended September 30, 2017March 31, 2024 and 2016.

In September 20172023, GM FinancialCruise Holdings LLC (Cruise Holdings) issued $1.0 billionan insignificant amount of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preferenceClass B Common Shares to net settle vested awards under Cruise's 2018 Employee Incentive Plan and to fund the payment of $1,000 per share.statutory tax withholding obligations resulting from the settlement or exercise of vested awards. The preferred stock isClass B Common Shares are classified as noncontrolling interests onin our condensed consolidated financial statements. Dividends will be paid semi-annually when declared startingstatements except for certain shares that are liability classified that have an insignificant recorded value at 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:31, 2024 and December 31, 2023.

 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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The following table summarizes the significant components of Accumulated other comprehensive loss:
Three Months Ended
March 31, 2024March 31, 2023
Foreign Currency Translation Adjustments
Balance at beginning of period$(2,457)$(2,776)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)(c)(293)164 
Balance at end of period$(2,750)$(2,611)
Defined Benefit Plans
Balance at beginning of period$(7,665)$(4,851)
Other comprehensive income (loss) before reclassification adjustment, net of tax(c)51 (39)
Reclassification adjustment, net of tax(c)25 4 
Other comprehensive income (loss), net of tax(c)76 (35)
Balance at end of period(d)$(7,589)$(4,886)
__________
(a)The noncontrolling interests were insignificant in the three months ended March 31, 2024 and 2023.
(b)The reclassification adjustment was insignificant in the three months ended March 31, 2024 and 2023.
(c)The income tax effect was insignificant in the three months ended March 31, 2024 and 2023.
(d)Primarily consists of unamortized actuarial loss on our defined benefit plans. Refer to Note 2. Significant Accounting Policies of our 2023 Form 10-K for additional information.

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
 $7,473
Less: cumulative dividends on GM Financial preferred stock(2) —
 (2) —
Income from continuing operations attributable to common stockholders113
 2,768
 5,220
 7,473
Income (loss) from discontinued operations, net of tax(3,096) 5
 (3,935) 119
Net income (loss) attributable to common stockholders$(2,983) $2,773
 $1,285
 $7,592
        
Weighted-average common shares outstanding1,445
 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 – basic1,445
 1,550
 1,483
 1,548
Dilutive effect of warrants and awards under stock incentive plans27
 24
 24
 30
Weighted-average common shares outstanding – diluted1,472
 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
Three Months Ended
March 31, 2024March 31, 2023
Basic earnings per share
Net income (loss) attributable to stockholders$2,980 $2,395 
Less: cumulative dividends on subsidiary preferred stock(a)(9)(27)
Net income (loss) attributable to common stockholders$2,970 $2,369 
Weighted-average common shares outstanding1,155 1,396 
Basic earnings per common share$2.57 $1.70 
Diluted earnings per share
Net income (loss) attributable to common stockholders – diluted$2,970 $2,369 
Weighted-average common shares outstanding – basic1,155 1,396 
Dilutive effect of awards under stock incentive plans7 6 
Weighted-average common shares outstanding – diluted1,162 1,402 
Diluted earnings per common share$2.56 $1.69 
Potentially dilutive securities(b)17 22 
__________
(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.

(a)Includes an insignificant amount in participating securities income from a subsidiary for the three months ended March 31, 2024.
(b)Potentially dilutive securities attributable to outstanding stock options, Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) at March 31, 2024 and 2023 were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.
Note 18.Acquisition of Business

On May 12, 2016 we acquired all of the outstanding capital stock of Cruise Automation Inc., an autonomous vehicle technology company, 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 primarily related to the synergies expected to arise as a result of the acquisition.


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Note 19.18. Segment Reporting

We analyze the results of our business through the following reportable segments: GMNA, GMIO, GMSAGMI, 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 makerdecision-maker evaluates the operating results and performance of our automotive segments and Cruise
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through earnings before interest and income taxes-adjusted,taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating decision makerdecision-maker evaluates GM Financial through earnings before income taxes-adjustedtaxes (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 our commitment to an all-electric future and 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 crossoverscars 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. TheWe also have equity ownership stakes in entities that meet the demands of customers outside North America arein other countries, primarily metChina, 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. Cruise is our global segment responsible for the development and commercialization of AV technology, and includes AV-related engineering and other costs. We provide automotive financing services through our GM Financial segment.


Our automotive operations' interest income and interest expense, Maven, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures including autonomous vehicle-related engineering and other costs and certain nonsegment specific revenues and expenses that are not part of a reportable segment are recorded centrally in Corporate. Corporate assets primarily consist primarily of cash and cash equivalents, marketable debt securities our investment in Lyft, goodwill, intangibles, Maven vehicles and intercompanyintersegment 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.


The following tables summarize key financial information by segment:


At and For the Three Months Ended March 31, 2024
GMNAGMICorporateEliminationsTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Net sales and revenue$36,099 $3,082 $32 $39,212 $25 $3,811 $(34)$43,014 
Earnings (loss) before interest and taxes-adjusted$3,840 $(10)$(245)$3,585 $(442)$737 $(8)$3,871 
Adjustments(a)$(96)$— $— $(96)$— $— $— (96)
Automotive interest income186 
Automotive interest expense(219)
Net income (loss) attributable to noncontrolling interests(27)
Income (loss) before income taxes3,715 
Income tax benefit (expense)(762)
Net income (loss)2,953 
Net loss (income) attributable to noncontrolling interests27 
Net income (loss) attributable to stockholders$2,980 
Equity in net assets of nonconsolidated affiliates$2,885 $6,184 $— $— $9,069 $— $1,670 $— $10,740 
Goodwill and intangibles$2,054 $701 $— $— $2,755 $715 $1,353 $— $4,823 
Total assets$158,677 $25,777 $38,991 $(79,334)$144,111 $3,977 $131,998 $(3,496)$276,591 
Depreciation and amortization$1,409 $125 $5 $— $1,540 $5 $1,253 $— $2,798 
Impairment charges$— $— $— $— $— $— $— $— $— 
Equity income (loss)(b)$127 $(108)$— $— $19 $— $32 $— $50 
__________
(a)    Consists of charges for strategic activities related to Buick dealerships in GMNA.
(b)    Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs. In the three months ended March 31, 2024, equity earnings related to Ultium Cells Holdings LLC were $156 million.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

At and For the Three Months Ended March 31, 2023
GMNAGMICorporateEliminationsTotal AutomotiveCruiseGM FinancialEliminations/ReclassificationsTotal
Net sales and revenue$32,889 $3,727 $31 $36,646 $25 $3,343 $(29)$39,985 
Earnings (loss) before interest and taxes-adjusted$3,576 $347 $(327)$3,596 $(561)$771 $(3)$3,803 
Adjustments(a)$(974)$— $— $(974)$— $— $— (974)
Automotive interest income229 
Automotive interest expense(234)
Net income (loss) attributable to noncontrolling interests(49)
Income (loss) before income taxes2,775 
Income tax benefit (expense)(428)
Net income (loss)2,346 
Net loss (income) attributable to noncontrolling interests49 
Net income (loss) attributable to stockholders$2,395 
Equity in net assets of nonconsolidated affiliates$2,000 $6,817 $— $— $8,818 $— $1,725 $— $10,542 
Goodwill and intangibles$2,154 $732 $4 $— $2,890 $728 $1,350 $— $4,968 
Total assets$144,903 $24,992 $40,880 $(69,676)$141,098 $5,217 $122,789 $(2,099)$267,004 
Depreciation and amortization$1,428 $122 $5 $— $1,555 $4 $1,251 $— $2,810 
Impairment charges$— $— $— $— $— $— $— $— $— 
Equity income (loss)(b)$(46)$81 $— $— $34 $— $41 $— $75 
__________
 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
(a)    Consists of charges for strategic activities related to Buick dealerships and charges related to the VSP in GMNA.
__________
(a)Assets in GM Financial include assets classified as held for sale.

(b)    Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs. In the three months ended March 31, 2023, equity earnings related to Ultium Cells Holdings LLC were insignificant.

24

 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.


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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.


*  *  *  *  *  *  *


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


Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, and the audited consolidated financial statements and notes thereto included in our 20162023 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" sectionPart 1, Item 1A. Risk Factors of our 20162023 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,Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion. We will adapt to customer preferences while executing our non-GAAP measures discussedgrowth-focused strategy to invest in EVs, hybrids, AVs, software-enabled services and other new business opportunities. To support strong margins and cash flow during this MD&Atransition, we are relatedstrengthening our market position in profitable internal combustion engine (ICE) vehicles, such as trucks and SUVs. We plan to execute our continuingstrategy with a steadfast commitment to good corporate citizenship through more sustainable operations and nota leading health and safety culture.

Our financial performance continues to be driven by the strength of our discontinued operations nor assetsvehicle portfolio including high margin full-size pickup trucks and liabilities heldSUVs, strong consumer demand for sale. Our non-GAAP measures include earnings before interestour products and taxes (EBIT)-adjusted, presented net of noncontrolling interests, earnings per share (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 componentexecution of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunitybusiness strategy. We remain focused on reducing fixed costs and maintaining pricing discipline. We are monitoring industry pricing pressures, higher interest rates, inflation and consumer demand trends. We continue to measureprioritize driving down costs and monitorbuilding scale in our performance against our externally communicated targets and evaluate the investment decisions being made by managementEV portfolio to improve ROIC-adjusted. Management uses these measures in its financial, investmentprofitability. Cruise has also resumed operations with a focused 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.more capital efficient operating plan.


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.

EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted earnings per share 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-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.

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ROIC-adjusted is used by management and can be used by investors to review our investment and capital allocation decisions. We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by ROIC-adjusted average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of capital 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.

Adjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations. We measure adjusted automotive free cash flow as automotive operating cash flow from continuing operations less capital expenditures adjusted for management actions, primarily related to strengthening our balance sheet, such as prepayments of debt and discretionary contributions to employee benefit plans. 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.

The following table reconciles Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-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 tax3,096
 (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 expense151
 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
_________
(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.

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

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 Three Months Ended Nine Months Ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
 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 – discontinued operations3,096
 2.11
 (5) (0.00) 3,935
 2.61
 (119) (0.08)
Adjustments(a)—
 —
 (110) (0.07) 654
 0.43
 65
 0.04
Tax effect on adjustments(b)—
 —
 41
 0.02
 (208) (0.14) (25) (0.01)
Tax adjustment(c)1,828
 1.24
 —
 —
 1,828
 1.22
 —
 —
EPS-diluted-adjusted$1,941
 $1.32
 $2,699
 $1.71
 $7,494
 $4.97
 $7,512
 $4.76
__________
(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.

The following table reconciles our effective tax rate under U.S. GAAP to ETR-adjusted:
 Three Months Ended Nine Months Ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
 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
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%
Adjustments(a)—
 —
 
 (110) (41) 
 654
 208
 
 65
 25
 
Tax adjustment(b)
 (1,828) 
 
 —
 
 
 (1,828) 
 
 —
 
ETR-adjusted$2,430
 $488
 20.1% $3,499
 $861
 24.6% $9,524
 $2,017
 21.2% $9,875
 $2,461
 24.9%
__________
(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.
We define return on equity (ROE) as Net income attributable to stockholders for the trailing four quarters divided by average equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE. The following table summarizes the calculation of ROE (dollars in billions):
 Four Quarters Ended
 September 30, 2017 September 30, 2016
Net income attributable to stockholders$3.1
 $13.9
Average equity$44.5
 $42.7
ROE7.0% 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 liability21.2
 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%
__________
(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 $6.50. The following table reconciles expected diluted earnings per common share under U.S. GAAP to expected EPS-diluted-adjusted:
Year Ending December 31, 2017
Diluted earnings per common share$ 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 from continuing operations under U.S. GAAP to expected adjusted automotive free cash flow from continuing operations (dollars in billions):
 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 operations6
Net automotive cash provided by operating activities – discontinued operations—
Less: expected capital expenditures – discontinued operations(1)
Adjusted automotive free cash flow$5
We face continuing challenges from a market, operating and regulatory standpoint in a number of countries across the globe due to, among other factors, weak economic conditions, competitive pressures, our product portfolio offerings, emissions standards, foreign exchange volatility and political uncertainty. As a result of these conditions, we continue to strategically assess our performance and ability to achieve acceptable returns on our invested capital. As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions maycould 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 mayrequired. These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results. Refer to the Consolidated Results and regional sections of this MD&A for additional information.

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

For the year ending December 31, 2024, we expect Net income attributable to stockholders of between $10.1 billion and $11.5 billion, EBIT-adjusted of between $12.5 billion and $14.5 billion, EPS-diluted of between $8.94 and $9.94 and EPS-diluted-adjusted of between $9.00 and $10.00. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

The following table reconciles expected Net income attributable to stockholders under U.S. GAAP to expected EBIT-adjusted (dollars in billions):
Year Ending December 31, 2024
Net income attributable to stockholders$ 10.1-11.5
Income tax expense2.2-2.8
Automotive interest expense, net0.1
Adjustments(a)0.1
EBIT-adjusted$ 12.5-14.5
________
(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within the MD&A for adjustment details. These expected financial results do not include the potential impact of operations.future adjustments related to special items.


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

Year Ending December 31, 2024
Diluted earnings per common share$ 8.94-9.94
Adjustments(a)0.06
EPS-diluted-adjusted$ 9.00-10.00
________
(a)Refer to the reconciliation of diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted within the MD&A for adjustment details. These expected financial results do not include the potential impact of future adjustments related to special items.

GMNA In the nine months ended September 30, 2017 industryIndustry sales in North America were 16.14.8 million units in the three months ended March 31, 2024, representing an increase of 6.2% compared to the corresponding period in 2023. U.S. industry sales were 3.9 million units in the three months ended March 31, 2024, representing an increase of 4.8% compared to the corresponding period in 2023.

Our total vehicle sales in the U.S., our largest market in North America, were 0.6 million units for market share of 15.4% in the three months ended March 31, 2024, representing a decrease of 1.0 percentage point compared to the corresponding period in 2023.

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

GMI Industry sales in China were 5.6 million units in the three months ended March 31, 2024, representing an increase of 10.1% compared to the corresponding period in 2023. Our total vehicle sales in China were 0.4 million units for a market share of 7.9% in the three months ended March 31, 2024, representing a decrease of 1.2 percentage points compared to the corresponding period in 2023. The domestic macro-economic environment and ongoing geopolitical tensions continue to place pressure on China's automotive industry and our vehicle sales in China. Our Automotive China JVs generated an equity loss of $0.1 billion in the three months ended March 31, 2024, driven primarily by reduced production in an effort to balance dealer inventory levels. Price competition, growing customer acceptance of domestic brands and demand for New Energy Vehicles (NEVs), and a more challenging regulatory environment related to emissions, fuel consumption and NEVs continue to place pressure on our operations in China.

Outside of China, industry sales were 6.3 million units in the three months ended March 31, 2024, representing a decrease of 1.2% compared to the corresponding period in 2016. U.S. industry sales were 13.1 million units in the nine months ended September 30, 2017 and we expect industry unit sales to be 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.

In the nine months ended September 30, 2017 our2023. Our total vehicle sales in the U.S., our largest market in North America, totaled 2.2outside of China were 0.2 million units for market share of 16.7%, representing an increase3.1% in the three months ended March 31, 2024, which represents a decrease of 0.10.2 percentage points compared to the corresponding period in 2016. We continue to lead2023.

Cruise Cruise Holdings, our majority-owned subsidiary, is pursuing the U.S. industry in market share. The increase in our U.S. market share was driven by strong performance in fleet sales, primarily commercialdevelopment and government.

commercialization of AV technology. In the year ending December 31, 2017 we forecast sustained EBIT-adjusted margins of greater than 10% on continued strength of U.S. industry lightOctober 2023, a hit-and-run accident involving a pedestrian and a third-party vehicle sales, key product launches and continued focus on overall cost savings. Based on our current cost structure, we estimate GMNA’s breakeven point at the U.S. industry level to beoccurred, which resulted in the rangepedestrian being thrown into the path of 10.0 to 11.0 million units.

In September 2017a Cruise AV. During the labor contract covering approximately 2,900 employees in Canada expired and Unifor initiatedresulting investigation, regulators perceived that Cruise representatives were not explicit about a work stoppage. In October 2017 we entered into a collectively bargained labor agreement with Unifor. The impactsecondary movement of the agreement was not material to our condensed consolidated financial statements.

GMIO In the nine months ended September 30, 2017 China industry sales were 19.4 million unitsCruise AV and, our market share was 14.2%. We continue to see strength in sales of our Cadillac and Baojun passenger vehicles and SUVs. However, residual effects from 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 launches and expect to sustain strong China equity income and margins by focusing on improvements in vehicle mix, cost efficiencies, and downstream performance optimization.

Many markets 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 nine months ended September 30, 2017 compared to the corresponding period in 2016. Our vehicle sales totaled 0.5 million units leading to a market share of 3.0% in the nine months ended September 30, 2017, a decrease of 0.4 percentage points compared to the corresponding period in 2016.

GM Korea's collective bargaining agreement negotiations began in the second quarter of 2017. Although GM Korea has reached settlements in recent years without work stoppages, there is 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 related to the withdrawal 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, the California Department of Motor Vehicles (DMV) suspended Cruise's permits to operate AVs in California without 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 conditionssafety driver. Shortly thereafter, Cruise voluntarily paused all of its driverless, supervised and lack of consumer confidence. Despite these challenges, industry sales were 3.1 million unitsmanual AV operations in the nine months ended September 30, 2017 representingU.S. while it examines its processes, systems and tools. This orderly pause is designed to rebuild public trust while Cruise undertakes a 13.2% increase compared tocomprehensive safety review. In addition, certain federal and state agencies, including the corresponding period in 2016. InCalifornia DMV, the nine months ended September 30, 2017 our vehicle sales in Brazil, our largest market in South America, totaled 0.3 million units for market shareCalifornia Public Utilities Commission, NHTSA, the U.S. Department of 17.5%, representing an increase of 1.2 percentage points compared to the corresponding period in 2016 as we continue to benefit from a refreshed portfolio.

Based on our current cost structure, we estimate GMSA’s breakeven point at the Brazil industry level to be 2.2 million units. For the remainder of 2017, we forecast improved results driven by a modest industry recoveryJustice and the strength of our portfolio.

Venezuelan Operations  In May 2017 we deconsolidated our business 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 the "LiquiditySEC, have opened investigations or made inquiries to us and Capital Resources" section of this MD&A.

The ignition switch recall has led to various inquiries, investigations, subpoenas, requests 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 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.

Takata MattersOn 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 DIRCruise in connection with the amended consent order,incident. We 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 cooperationCruise are investigating these matters internally and are actively cooperating 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 trucksall government regulators 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 requestagencies in connection with these matters. In April 2024, Cruise announced plans to resume manual driving to create maps and gather road information, starting in Phoenix, Arizona. At this petition. The deferral provided GM until August 31, 2017time, we are not able to present evidence and analysis that our vehicles do not pose an unreasonable riskpredict when Cruise will resume driverless operations or commercial AV operations. Refer 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 2017 DIRs. On January 18, 2017, NHTSA consolidated our first and second petitions for inconsequentiality and will rule on both at the same time.

On August 25, 2017, we filed a supplemental brief in supportPart I, Item 1A. Risk Factors of our petitions that provided NHTSA with2023 Form 10-K for a further discussion of 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 repairrisks 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.AV strategy.


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 or range and functionality. Market leadership in individual countries in which we compete varies widely.
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We present both wholesale and retailtotal vehicle sales data to assist in the analysis of our revenue and our market share.

Wholesale vehicle sales data (vehicles in thousands), which representsconsists of sales directly to GM's dealers and others, includingdistributors as well as sales to fleet customers, is the measure thatU.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 ninethree months ended September 30, 2017, 39.2%March 31, 2024, 26.0% 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, 2024March 31, 2023
GMNA792 88.4 %723 83.7 %
GMI104 11.6 %141 16.3 %
Total895 100.0 %864 100.0 %
 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%
Total1,083
 100.0% 1,343
 100.0% 3,535
 100.0% 3,808
 100.0%
                
Discontinued operations90
   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.

RetailTotal vehicle sales data which representsrepresents: (1) retail sales (i.e., sales to end customers based upon the good faith estimates of management, includingconsumers 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 vehicle sales data is indicative of the underlying demand for our vehicles. Market share information is based primarily on retail vehicle sales volume. In countries where retail vehicle sales data is not readily available, other data sources such as wholesale or forecast volumes arelarge and small businesses, governments and daily rental car companies); and (3) certain vehicles used to estimate retail vehicle sales to end customers.

Retailby dealers in their business. Total vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on theour 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. Retailventures, 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 throughdoes not correlate directly to the dealer registration channel primarily in Europe. This sales channel consists primarilyrevenue 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 accountedthe underlying demand for as operating leases are included in retailour vehicles. Total vehicle sales at the timedata represents management's good faith estimate based on sales reported by our dealers, distributors and joint ventures; commercially available data sources such as registration and insurance data; and internal estimates and forecasts when other data is not available.

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The following table summarizes industry and GM total industry retailvehicle 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, 2024March 31, 2023
 IndustryGMMarket ShareIndustryGMMarket Share
North America
United States3,860 594 15.4 %3,682 603 16.4 %
Other892 115 12.9 %793 103 13.0 %
Total North America4,752 709 14.9 %4,475 707 15.8 %
Asia/Pacific, Middle East and Africa
China(a)5,617 441 7.9 %5,103 462 9.1 %
Other5,500 113 2.0 %5,543 108 1.9 %
Total Asia/Pacific, Middle East and Africa11,117 554 5.0 %10,646 570 5.4 %
South America
Brazil514 57 11.1 %471 71 15.1 %
Other308 27 8.8 %382 35 9.1 %
Total South America823 84 10.2 %854 106 12.4 %
Total in GM markets16,692 1,347 8.1 %15,974 1,382 8.7 %
Total Europe4,294 — — %4,089 — — %
Total Worldwide(b)20,986 1,348 6.4 %20,063 1,383 6.9 %
United States
Cars728 50 6.8 %707 61 8.6 %
Trucks936 291 31.1 %996 297 29.8 %
Crossovers2,196 253 11.5 %1,979 246 12.4 %
Total United States3,860 594 15.4 %3,682 603 16.4 %
China(a)
SGMS155 173 
SGMW287 289 
Total China5,617 441 7.9 %5,103 462 9.1 %

__________
(a)Includes sales by the Automotive China JVs: SAIC General Motors Sales Co., Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW).
34
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 Contentsmarket share.
GENERAL MOTORS COMPANY AND SUBSIDIARIES



 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 States4,511
 781
 17.3% 4,553
 773
 17.0% 13,117
 2,196
 16.7% 13,365
 2,212
 16.6%
Other1,015
 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                       
Brazil601
 107
 17.8% 525
 89
 16.9% 1,620
 283
 17.5% 1,508
 246
 16.3%
Other515
 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 markets18,804
 2,234
 11.9% 18,159
 2,117
 11.7% 54,250
 6,320
 11.6% 53,935
 6,264
 11.6%
Total Europe4,356
 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                       
Cars1,573
 179
 11.4% 1,736
 218
 12.5% 4,709
 541
 11.5% 5,264
 663
 12.6%
Trucks1,276
 347
 27.2% 1,248
 346
 27.8% 3,701
 948
 25.6% 3,619
 956
 26.4%
Crossovers1,662
 255
 15.4% 1,569
 209
 13.3% 4,707
 707
 15.0% 4,482
 593
 13.2%
Total United States4,511
 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 China6,940
 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 estimatedAs 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 retailend 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, 2024March 31, 2023
GMNA141 177 
GMI68 90 
Total fleet sales209 267 
Fleet sales as a percentage of total vehicle sales15.5 %19.3 %
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 Three Months Ended Nine Months Ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
GMNA160
 144
 501
 500
GMIO91
 106
 214
 234
GMSA68
 43
 141
 108
Total fleet sales319
 293
 856
 842
        
Fleet sales as a percentage of total retail vehicle sales14.3% 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 sales74
 69
 191
 217
Other fleet sales62
 51
 226
 205
Total fleet sales136
 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%
Trucks6,722
 276
 17.1% 5,231
 224
 16.9%
Crossovers13,107
 782
 48.5% 10,349
 604
 45.7%
SUVs3,456
 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 penetration of our retail sales in the U.S. was 40% in the three months ended March 31, 2024 and 46% in the corresponding period in 2023. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in North America decreased to 79% in the PSA Group Transaction portionthree months ended March 31, 2024 from 83% in the corresponding period in 2023. In the three months ended March 31, 2024, GM Financial's revenue consisted of leased vehicle income of 47%, retail finance charge income of 39% and commercial finance charge income of 7%.

GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices. Gains on terminations of leased vehicles of $0.2 billion were included in GM Financial interest, operating and other expenses for the “Overview” sectionthree months ended March 31, 2024 and 2023. The following table summarizes the estimated residual value based on GM Financial's most recent estimates and the number of this MD&A for a discussionunits included in GM Financial Equipment on the Agreement to sell the Fincos to PSA Group.operating leases, net by vehicle type (units in thousands):


March 31, 2024December 31, 2023
Residual ValueUnitsPercentageResidual ValueUnitsPercentage
Crossovers$12,659 632 67.6 %$12,830 648 67.5 %
Trucks6,885 209 22.3 %6,793 210 21.9 %
SUVs2,189 55 5.9 %2,304 58 6.0 %
Cars671 39 4.2 %734 44 4.6 %
Total$22,404 934 100.0 %$22,661 960 100.0 %

Consolidated Results We review changes in our results of operations under five categories: volume, mix, price, costVolume, Mix, Price, Cost and other.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

Three Months EndedFavorable/ (Unfavorable)%Variance Due To
March 31, 2024March 31, 2023VolumeMixPriceOther
(Dollars in billions)
GMNA$36,099 $32,889 $3,210 9.8 %$2.8 $0.2 $(0.2)$0.4 
GMI3,082 3,727 (645)(17.3)%$(0.8)$0.2 $— $— 
Corporate32 31 1 3.2 %$— $— 
Automotive39,212 36,646 2,566 7.0 %$2.0 $0.4 $(0.2)$0.3 
Cruise25 25 — — %$— $— 
GM Financial3,811 3,343 468 14.0 %$0.5 
Eliminations/reclassifications(34)(29)(5)(17.2)%$— $— 
Total net sales and revenue$43,014 $39,985 $3,029 7.6 %$2.0 $0.4 $(0.2)$0.8 
Refer to the regional sections of this MD&A for additional information on Volume, Mix, Price and Other.

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Automotive and Other Cost of Sales
 Three Months Ended Favorable/ (Unfavorable) %  Variance Due To
September 30, 2017 September 30, 2016    Volume Mix Price Other
      (Dollars in billions)
GMNA$24,819
 $31,085
 $(6,266) (20.2)%  $(7.3) $1.3
 $(0.4) $0.2
GMIO3,007
 3,376
 (369) (10.9)%  $(0.4) $—
 $0.1
 $—
GMSA2,569
 2,029
 540
 26.6 %  $0.4
 $0.1
 $0.1
 $(0.1)
Corporate80
 40
 40
 n.m.
  

 

 

 $—
Automotive30,475
 36,530
 (6,055) (16.6)%  $(7.4)
$1.4

$(0.2)
$0.1
GM Financial3,161
 2,360
 801
 33.9 %  

 

 

 $0.8
Eliminations(13) (1) (12) n.m.
  

 

 

 $—
Total net sales and revenue$33,623
 $38,889
 $(5,266) (13.5)%  $(7.4) $1.4
 $(0.2) $0.9
Three Months EndedFavorable/ (Unfavorable)%Variance Due To
March 31, 2024March 31, 2023VolumeMixCostOther

(Dollars in billions)
GMNA$30,766 $28,421 $(2,345)(8.3)%$(1.9)$(0.8)$0.4 $— 
GMI2,803 3,235 432 13.4 %$0.6 $(0.1)$— $— 
Corporate28 60 32 53.3 %$— $— $— 
Cruise400 532 132 24.8 %$— $0.1 
Eliminations— (1)(1)n.m.$— $— 
Total automotive and other cost of sales$33,996 $32,247 $(1,749)(5.4)%$(1.3)$(1.0)$0.5 $— 
__________
n.m. = not meaningful
In the three months ended March 31, 2024, decreased Cost was primarily due to: (1) the absence of charges of $0.7 billion related to the VSP; (2) decreased engineering costs of $0.2 billion; and (3) decreased material and freight costs of $0.2 billion; partially offset by (4) increased manufacturing labor costs of $0.2 billion; (5) increased campaigns and other warranty-related costs of $0.1 billion; and (6) increased costs of $0.3 billion due to other individually insignificant items.

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

Automotive and Other Selling, General and Administrative Expense
Three Months EndedFavorable/ (Unfavorable)
March 31, 2024March 31, 2023%
Automotive and other selling, general and administrative expense$2,175 $2,547 $372 14.6 %

In the three months ended March 31, 2024, Automotive and other selling, general and administrative expense decreased primarily due to decreased advertising costs of $0.2 billion and the absence of charges of $0.2 billion related to the VSP.

Interest Income and Other Non-operating Income, net
Three Months EndedFavorable/ (Unfavorable)
March 31, 2024March 31, 2023%
Interest income and other non-operating income, net$302 $409 $(107)(26.2)%

Income Tax Expense
Three Months EndedFavorable/ (Unfavorable)
March 31, 2024March 31, 2023%
Income tax expense$762 $428 $(334)(78.0)%

In the three months ended March 31, 2024, Income tax expense increased primarily due to a higher effective tax rate and higher pre-tax income.

For the three months ended March 31, 2024, our effective tax rate-adjusted (ETR-adjusted) was 20.6%. We expect our adjusted effective tax rate to be between 18% and 20% for the year ending December 31, 2024.

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

30

                 
 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
GMIO9,400
 9,923
 (523) (5.3)%  $(0.8) $—
 $0.3
 $—
GMSA6,826
 5,011
 1,815
 36.2 %  $1.0
 $0.4
 $0.2
 $0.2
Corporate306
 113
 193
 n.m.
  

 

 

 $0.2
Automotive99,126
 102,862
 (3,736) (3.6)%  $(8.4)
$3.6

$0.6

$0.5
GM Financial8,899
 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
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GM North America
Three Months EndedFavorable/ (Unfavorable)%Variance Due To
March 31, 2024March 31, 2023VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$36,099 $32,889 $3,210 9.8 %$2.8 $0.2 $(0.2)$0.4 
EBIT-adjusted$3,840 $3,576 $264 7.4 %$0.9 $(0.6)$(0.2)$0.1 $0.1 
EBIT-adjusted margin10.6 %10.9 %(0.3)%
(Vehicles in thousands)
Wholesale vehicle sales792 723 69 9.5 %
GMNA Total Net Sales and Revenue In the three months ended March 31, 2024, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes primarily due to increased sales of mid-size pickup trucks and full-size pickup trucks, partially offset by decreased sales of crossover vehicles; (2) favorable Other due to increased sales of parts and accessories; and (3) favorable Mix due to increased sales of full-size pickup trucks and full-size SUVs, partially offset by decreased sales of crossover vehicles and increased sales of mid-size pickup trucks and passenger cars; partially offset by (4) unfavorable pricing for carryover vehicles.

GMNA EBIT-Adjusted In the three months ended March 31, 2024, EBIT-adjusted increased primarily due to: (1) increased net wholesale volumes primarily due to increased sales of full-size pickup trucks and mid-size pickup trucks, partially offset by decreased sales of crossover vehicles; and (2) favorable Cost primarily due to decreased material and freight costs of $0.3 billion and decreased advertising, selling and administrative costs of $0.2 billion, partially offset by increased manufacturing labor costs of $0.2 billion and increased campaigns and other warranty-related costs of $0.1 billion; partially offset by (3) unfavorable Mix due to decreased sales of crossover vehicles and increased sales of mid-size pickup trucks, partially offset by increased sales of full-size pickup trucks; and (4) unfavorable pricing for carryover vehicles.

GM International
Three Months EndedFavorable/ (Unfavorable)Variance Due To
March 31, 2024March 31, 2023%VolumeMixPriceCostOther
(Dollars in billions)
Total net sales and revenue$3,082 $3,727 $(645)(17.3)%$(0.8)$0.2 $— $— 
EBIT (loss)-adjusted$(10)$347 $(357)n.m.$(0.2)$0.1 $— $(0.1)$(0.2)
EBIT (loss)-adjusted margin(0.3)%9.3 %(9.6)%
Equity income (loss) — Automotive China$(106)$83 $(189)n.m.
EBIT-adjusted — excluding Equity income (loss)$96 $264 $(168)(63.6)%
(Vehicles in thousands)
Wholesale vehicle sales104 141 (37)(26.2)%
__________
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
 $—
GMIO2,858
 3,416
 558
 16.3 %  $0.4
 $—
 $0.2
 $0.1
GMSA2,373
 1,965
 (408) (20.8)%  $(0.3) $(0.1) $—
 $—
Corporate175
 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)
GMIO9,557
 9,814
 257
 2.6 %  $0.7
 $(0.3) $(0.3) $0.1
GMSA6,445
 4,845
 (1,600) (33.0)%  $(0.8) $(0.4) $(0.1) $(0.3)
Corporate662
 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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In the three months ended September 30, 2017 favorable 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 $0.8 billion related to Majors; (2) increased engineering costs of $0.8 billion; and (3) charges of $0.4 billion 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 primarily to the foreign currency effect of $0.3 billion due to the strengthening of the Brazilian Real against the U.S. Dollar.

Automotive selling, general and administrative expense
 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 Automotive selling, general and administrative expense decreased due primarily to decreased advertising costs of $0.2 billion, partially offset by a net benefit for legal related matters related to the ignition switch recall in 2016.

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
 Three Months EndedFavorable/ (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)%

In the three months ended September 30, 2017 Income tax expense increased due primarily 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 and a decrease in pre-tax earnings.

In the nine months ended September 30, 2017 Income tax expense increased due primarily 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, 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 the period that includes the enactment date of the law change. Given the magnitude of our net deferred tax assets, the income tax charge to earnings could be material.

Discontinued Operations
 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.
__________
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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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 margin8.3% 11.5% (3.2)%             
 (Vehicles in thousands)             
Wholesale vehicle sales762
 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 margin10.9% 11.1% (0.2)%             
 (Vehicles in thousands)             
Wholesale vehicle sales2,596 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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 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 margin11.2% 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 sales136
 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 margin10.4% 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 sales452 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 (loss), which is included in EBIT-adjustedEBIT (loss)-adjusted above.


GMIOGMI Total Net Sales and Revenue In the three months ended September 30, 2017March 31, 2024, Total net sales and revenue decreased primarily due primarily toto: (1) decreased net wholesale volumes across our vehicle portfolio in the Middle EastBrazil primarily due to decreased Fleet sales, Argentina and Colombia due to industry sales,downturn; partially offset by (2) favorable pricingMix in Australia due to carryover vehicles and in Egypt to mitigate the impact of the weakening Egyptian Pound against the U.S. Dollar.Brazil.


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.

GMIOGMI EBIT-Adjusted In the three months ended September 30, 2017 EBIT-adjusted increasedMarch 31, 2024, EBIT (loss)-adjusted decreased primarily due primarily to: (1) favorable Costdecreased net wholesale volumes; (2) unfavorable variable Cost; and (3) unfavorable Other primarily due to the settlementdecreased Automotive China equity income.

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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 India and the Middle East; and (2) favorable pricing in Egypt and Australia; partially offset by (3) unfavorable Mix in Australia and Korea; and (4) decreased wholesale volumes in the Middle East.


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.approach. In the coming years, we plan to leverage our global architectures to increase theintroduce a number of product offeringsnew products under the Buick, Chevrolet and Cadillac brands in China and continue to grow our business under the local Wuling and Baojun brands while we are accelerating the development and Wulingrollout of EVs across our brands with Baojun seizing the growth opportunities in less developed cities and markets.China as part of our commitment to an all-electric future. We operate in the

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


The following tables summarizetable summarizes certain key operational and financial data for the Automotive China JVs (vehicles in thousands):
Three Months Ended
March 31, 2024March 31, 2023
Wholesale vehicle sales, including vehicles exported to markets outside of China322 392 
Total net sales and revenue$4,111 $5,833 
Net income (loss)$(228)$123 

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 China963
 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
 September 30, 2017 December 31, 2016
Cash and cash equivalents$7,488
 $8,197
Debt$391
 $246

GM South 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$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 margin2.0% (5.8)% 7.8%             
 (Vehicles in thousands)             
Wholesale vehicle sales185
 153
 32
 20.9%           
Three Months EndedFavorable/ (Unfavorable)%
March 31, 2024March 31, 2023
Total net sales and revenue(a)$25 $25 $— — %
EBIT (loss)-adjusted$(442)$(561)$119 21.2 %
__________
n.m. = not meaningful(a)Primarily reclassified to Interest income and other non-operating income, net in our condensed consolidated income statements in the three months ended March 31, 2024 and 2023.

 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 sales487
 400
 87
 21.8%           

GMSA Total Net Sales and Revenue Cruise EBIT (Loss)-Adjusted In the three months ended September 30, 2017 Total net sales and revenue increasedMarch 31, 2024, EBIT (loss)-adjusted decreased primarily due primarily to increased wholesale volumesthe restructuring actions taken in the three months ended December 31, 2023 that resulted in a decrease in development costs associated with the Chevrolet Onix in Brazil and Argentina.Cruise's refocused operating strategy.

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 sales of the Chevrolet Cruze in Brazil and Argentina; (3) favorable pricing related to carryover 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.

GM Financial
GMSA EBIT (Loss)-Adjusted
Three Months EndedIncrease/ (Decrease)%
March 31, 2024March 31, 2023
Total revenue$3,811 $3,343 $468 14.0 %
Provision for loan losses$204 $131 $73 55.7 %
EBT-adjusted$737 $771 $(34)(4.4)%
Average debt outstanding (dollars in billions)$105.3 $96.9 $8.4 8.7 %
Effective rate of interest paid5.3 %4.2 %1.1 %

GM Financial Revenue In the three months ended September 30, 2017 EBIT (loss)-adjusted decreasedMarch 31, 2024, total revenue increased primarily due to increased finance charge income of $0.4 billion primarily due to favorable Pricean increase in the effective yield resulting from higher benchmark interest rates and increased wholesale volumes.growth in the size of the portfolio.


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

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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 paid3.4% 3.6% (0.2)% 

  3.5% 3.6% (0.1)% 


GM Financial Revenue EBT-Adjusted In the three months ended September 30, 2017 Total revenueMarch 31, 2024, EBT-adjusted decreased primarily due to: (1) increased dueinterest expense of $0.4 billion primarily to increased leased vehicle income of $0.7 billion due to a larger lease portfolio.

In the nine months ended September 30, 2017 Total revenuean increased dueeffective rate of interest on debt, resulting from higher benchmark interest rates, as well as an increase in average debt outstanding; and (2) increased provision for loan losses of $0.1 billion 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,moderating credit performance and recovery rates, partially offset by an increase in interest expenselower loan originations; partially offset by (3) increased finance charge income of $0.4 billion primarily due to an increase in average debt outstanding.the effective yield resulting from higher benchmark interest rates and growth in the size of the portfolio.


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 levellevels of cash, and cash equivalents, marketable debt securities, and availabilityavailable borrowing capacity under our revolving credit facilities will beand 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. We have substantial cash requirements going forward, which we plan to fund through
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our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary.
Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $10.5 billion to $11.5 billion in 2024; (2) payments for engineering and product development activities, including investing in the development and commercialization of AV technology by Cruise; (3) payments associated with previously announced vehicle recalls and any other recall-related contingencies; (4) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (5) dividend payments on our common stock that are declared by our Board of Directors; and (6) payments to purchase shares of our common stock authorized by our Board of Directors. 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 which constituteof our capital allocation framework:program: (1) reinvest ingrow our business;business at an average target return on invested capital-adjusted (ROIC-adjusted) rate of 20% or greater; (2) maintain a strong investment-grade balance sheet;sheet, including a target average automotive cash balance of $18.0 billion; and (3) after the first two objectives are met, return available cash to shareholders. Our known future material uses of cash include, among other possible demands: (1)senior management evaluates our capital expenditures of approximately $8 billion annually as well as payments for engineeringallocation program on an ongoing basis and product development activities; (2) payments associated with previously announced vehicle recalls,recommends any modifications to the settlements of the multidistrict litigation and any other recall-related contingencies; (3) paymentsprogram to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (4) dividend payments on our common stock that are declared by 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 of our 2016 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, andas well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business. To support our transition to EVs, we anticipate making investments in suppliers or providing funding towards the execution of strategic, multi-year supply agreements to secure critical materials. In addition, we have entered, and plan to continue to enter, into offtake agreements that generally obligate us to purchase defined quantities of output. These actions may negativelyarrangements could have a short-term adverse impact on our cash and increase our inventory.

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


Management's capital allocation framework includes reinvesting inIn November 2023, our business atBoard of Directors increased the capacity under our previously announced share repurchase program by $10.0 billion to an average target ROIC-adjusted rateaggregate of 20% or greater, maintaining a strong investment-grade balance sheet, including a target cash balance of $18$11.4 billion and returning available cashapproved a $10.0 billion ASR program. In December 2023, pursuant to shareholders. Asthe agreements entered into in connection with the ASR, we advanced $10.0 billion and received approximately 215 million shares of common stock with a resultvalue of $6.8 billion, which were immediately retired. In March 2024, upon the first settlement of the saletransactions contemplated under the ASR Agreements, we received approximately 4 million additional shares, which were immediately retired. The final number of shares ultimately to be purchased will be based on the average of the Opel/Vauxhall Business cash of $2 billion became available to accelerate repurchasesdaily volume-weighted average prices of our common stock under our previously announced program,during the term of the ASR Agreements, less a discount and subject to market conditions.


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As partthe ASR Agreements. Upon final settlement, we may receive additional shares 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 endor, under certain circumstances, we may be required to deliver shares 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, subsequentor to completing the remaining portionmake a cash payment, at our election. The final settlement of the previously announced program. From inception oftransactions contemplated under the programASR Agreements is expected to occur no later than the three months ending December 31, 2024.

In the three months ended March 31, 2024, in 2015 through October 17, 2017addition to shares received under the ASR program, we purchased an aggregate of 274approximately 8 million shares of our outstanding common stock for $0.3 billion, including an insignificant amount related to purchases initiated in March 2024 that settle in April 2024, as part of the share repurchase program. We have $1.1 billion in capacity remaining under our common stockshare repurchase program for $9.4 billion. as of March 31, 2024, with no expiration date.

In the ninethree months ended September 30, 2017March 31, 2024, we returned total cashpaid dividends of $0.1 billion to shareholders of $4.7 billion, consisting of dividends paid on our common stock and purchasesholders of our common stock.


In August 2017Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued $3.0 billionby GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in aggregate principal amountCruise. The presentation of senior unsecured notesAutomotive liquidity, Cruise liquidity and usedGM Financial liquidity presented below includes the net proceeds to repayimpact of cash transactions amongst 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 liabilitiessectors that are ultimately eliminated in connection with the saleconsolidation.

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Automotive LiquidityTotal 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. ThereWe have been no significant changes innot significantly changed the management of our liquidity, including theour allocation of our available liquidity, the composition of our portfolio composition and our investment guidelines since December 31, 2016.2023. Refer to the “Liquidity and Capital Resources” section ofPart II, Item 7. MD&A inof our 20162023 Form 10-K.


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

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

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. The total sizeOur Automotive borrowing capacity under credit facilities totaled $14.1 billion at March 31, 2024, which consisted of two credit facilities and $17.1 billion at December 31, 2023, which consisted of three credit facilities. Total Automotive borrowing capacity under our credit facilities was $14.5does not include our 364-day, $2.0 billion at September 30, 2017 and December 31, 2016, which consisted principallyfacility 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$0.6 billion and $0.7 billion at September 30, 2017March 31, 2024 and December 31, 2016.2023.

If available capacity permits, GM Financial hadcontinues to have access to our revolvingautomotive credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at September 30, 2017March 31, 2024 and December 31, 2016 but did not borrow against them. At September 30, 2017 and December 31, 2016 we2023. We had intercompany loans from GM Financial of $0.4$0.2 billion at March 31, 2024 and $0.3 billion,December 31, 2023, which primarily consisted primarily of commercial loans to dealers we consolidate, and we had noconsolidate. We did not have intercompany loans to GM Financial. Financial at March 31, 2024 and December 31, 2023. Refer to Note 4 to our condensed consolidated financial statements for additional information.

Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of March 31, 2024 and determined we are in compliance and expect to remain in compliance in the future.

GM Financial's Board of Directors declared and paid dividends of $0.5 billion on its common stock in the three months ended March 31, 2024. Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio.

The following table summarizes our automotiveAutomotive available liquidity (dollars in billions):
 September 30, 2017 December 31, 2016
Cash and cash equivalents$8.8
 $9.8
Marketable securities8.5
 11.8
Available liquidity17.3
 21.6
Available under credit facilities(a)14.1
 14.2
Total automotive available liquidity$31.4
 $35.8
March 31, 2024December 31, 2023
Automotive cash and cash equivalents$11.9 $12.2 
Marketable debt securities7.8 7.6 
Automotive cash, cash equivalents and marketable debt securities19.7 19.8 
Available under credit facilities(a)13.5 16.4 
Total Automotive available liquidity$33.3 $36.3 
__________
(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 $0.6 billion and $0.7 billion at March 31, 2024 and December 31, 2023.

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The following table summarizes the changes in our automotiveAutomotive available liquidity (dollars in billions):
Three Months Ended March 31, 2024
Operating cash flow$3.6 
Capital expenditures(2.7)
Dividends paid and payments to purchase common stock(0.4)
Investment in Ultium Cells Holdings LLC(0.2)
Decrease in available credit facilities(2.9)
Other non-operating(0.3)
Total change in automotive available liquidity$(3.0)
 Nine Months Ended September 30, 2017
Operating cash flow$7.3
Capital expenditures(6.3)
Dividends paid and payments to purchase common stock(4.7)
Net cash used in investing activities – discontinued operations(a)(3.6)
Issuance of senior unsecured notes3.0
Other non-operating(0.1)
Total change in automotive available liquidity$(4.4)

Automotive Cash Flow (dollars in billions)
Three Months EndedChange
March 31, 2024March 31, 2023
Operating Activities
Net income$2.8 $2.2 $0.6 
Depreciation, amortization and impairment charges1.5 1.6 (0.1)
Pension and OPEB activities(0.2)(0.3)0.1 
Working capital(1.5)(2.1)0.6 
Accrued and other liabilities and income taxes0.3 0.6 (0.3)
Other(a)0.7 0.2 0.5 
Net automotive cash provided by (used in) operating activities(b)$3.6 $2.2 $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 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.

(a)Includes $0.5 billion in dividends received from GM Financial in the three months ended March 31, 2024 and 2023; partially offset by non-cash changes in other assets and liabilities in the three months ended March 31, 2023.

(b)Includes $1.3 billion and $0.2 billion in the three months ended March 31, 2024 and 2023, which are eliminated within the condensed consolidated statements of cash flows. Amounts eliminated primarily relate to purchases of, and collections on, wholesale finance receivables provided by GM Financial to our dealers and dividends issued by GM Financial to us.

Three Months EndedChange
March 31, 2024March 31, 2023
Investing Activities
Capital expenditures$(2.7)$(2.4)$(0.3)
Acquisitions and liquidations of marketable securities, net(0.2)1.5 (1.7)
Other(a)(0.3)(0.7)0.4 
Net automotive cash provided by (used in) investing activities$(3.3)$(1.6)$(1.7)
__________
(a)Includes $0.2 billion of GM's investment in Ultium Cells Holdings LLC in the three months ended March 31, 2024 and 2023; and a $0.3 billion investment in Lithium Americas in the three months ended March 31, 2023.

Three Months EndedChange
March 31, 2024March 31, 2023
Financing Activities
Net proceeds (payments) from short-term debt$— $(1.5)$1.5 
Other(a)(0.5)(0.7)0.2 
Net automotive cash provided by (used in) financing activities$(0.5)$(2.3)$1.8 
__________
(a)Includes $0.3 billion and $0.4 billion for payments to purchase common stock in the three months ended March 31, 2024 and 2023; and $0.1 billion for dividends paid in the three months ended March 31, 2024 and 2023.

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Adjusted Automotive Free Cash Flow (Dollars in Billions)
 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 charges4.3
 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 taxes2.9
 1.8
 1.1
Undistributed earnings of nonconsolidated affiliates, net0.5
 0.4
 0.1
Other0.7
 (0.6) 1.3
Net automotive cash provided by operating activities$7.3
 $9.8
 $(2.5)

We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. In the ninethree months ended September 30, 2017 the decrease in NetMarch 31, 2024, net automotive cash provided by operating activities under U.S. GAAP was due primarily to: (1) a decrease in Working$3.6 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 $2.7 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 inadjustments for management actions were $0.2 billion.

In the ninethree months ended September 30, 2016; (5) an increase in Income taxes due to the establishment of a valuation allowance related to the sale of the Opel/Vauxhall Business, partially offsetMarch 31, 2023, net automotive cash provided by tax benefits related to tax settlementsoperating activities under U.S. GAAP was $2.2 billion, capital expenditures were $2.4 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) $(0.3)
Acquisitions and liquidations of marketable securities, net3.4
 0.1
 3.3
Investment in Lyft—
 (0.5) 0.5
Acquisition of Cruise—
 (0.3) 0.3
Other0.1
 0.1
 —
Net automotive cash used in investing activities$(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 InvestorInvestors Service (Moody's) and Standard & Poor's (S&P). In January 2017 Moody's upgraded our revolvingPoor'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, revolvingat investment grade. As of April 16, 2024, 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, 2023.
Cruise Liquidity Cruise available liquidity consists of cash and cash equivalents of $0.7 billion and $1.3 billion at March 31, 2024 and December 31, 2023. This excludes a multi-year credit agreement with GM Financial whereby Cruise can borrow a remaining aggregate amount of $3.4 billion to fund the purchase of AVs from GM and all accessories, attachments, parts and other equipment acquired in connection with or otherwise relating to any AV. At March 31, 2024, Cruise had total borrowings of $0.4 billion with GM Financial under this credit agreement. This also excludes a multi-year framework agreement with us whereby Cruise can defer invoices received through June 2028, up to $0.8 billion, related to engineering and capital spending incurred by us on behalf of Cruise. At March 31, 2024, Cruise deferred $0.6 billion under this agreement.

The following table summarizes the changes in Cruise's available liquidity (dollars in billions):
Three Months Ended March 31, 2024
Operating cash flow$(0.7)
Other non-operating0.1 
Total change in Cruise available liquidity$(0.6)

Cruise Cash Flow (dollars in billions)
Three Months EndedChange
March 31, 2024March 31, 2023
Net cash provided by (used in) operating activities$(0.7)$(0.5)$(0.2)
Net cash provided by (used in) investing activities$— $0.8 $(0.8)
Net cash provided by (used in) financing activities$— $0.1 $— 

During the year ending December 31, 2024, we expect Cruise will require additional liquidity in order to support the continued development of AV technology.

Automotive Financing – GM Financial Liquidity GM Financial's primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, servicing fees, net distributionsproceeds from secured debtcredit 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 debtcredit 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, 2024December 31, 2023
Cash and cash equivalents$5.0 $5.3 
Borrowing capacity on unpledged eligible assets25.4 21.9 
Borrowing capacity on committed unsecured lines of credit0.7 0.7 
Borrowing capacity on revolving credit facility, exclusive to GM Financial2.0 2.0 
Total GM Financial available liquidity$33.1 $29.9 

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 September 30, 2017 December 31, 2016
Cash and cash equivalents$4.0
 $2.8
Borrowing capacity on unpledged eligible assets12.7
 8.3
Borrowing capacity on committed unsecured lines of credit0.1
 0.1
Total GM Financial available liquidity$16.8
 $11.2


In the nine months ended September 30, 2017 available liquidity increased due primarily to an increase in cash and additional capacity on new and renewed secured credit facilities.

GM Financial has the ability to borrow up to $1.0 billion against our three-year, $4.0 billion revolving credit facility and up to $3.0 billion against our five-year, $10.5 billion revolving credit facility.
GM Financial Cash Flow (Dollars in Billions)
 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 structures liquidity to support at least six months of GM Financial's expected net cash flows, including new originations, without access to new debt financing transactions or other capital markets activity. At March 31, 2024, available liquidity exceeded GM Financial's liquidity targets.

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

Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. At March 31, 2024, secured, committed unsecured and uncommitted unsecured credit facilities totaled $27.0 billion, $0.7 billion and $1.9 billion with advances outstanding of $1.5 billion, an insignificant amount and $1.9 billion.

GM Financial Cash Flow (dollars in billions)
Three Months EndedChange
March 31, 2024March 31, 2023
Net cash provided by (used in) operating activities$1.6 $1.7 $(0.1)
Net cash provided by (used in) investing activities(a)$(1.6)$(1.5)$(0.1)
Net cash provided by (used in) financing activities(b)$0.4 $0.2 $0.2 
__________
(a)Includes $0.9 billion and $0.2 billion in the three months ended March 31, 2024 and 2023 primarily driven by purchases of, and collections on, wholesale finance receivables and intercompany loans to GM which are eliminated within the condensed consolidated statements of cash flows.
(b)Includes $0.5 billion in the three months ended March 31, 2024 and 2023 for dividends to GM which are eliminated within the condensed consolidated statements of cash flows.

In the ninethree months ended September 30, 2017March 31, 2024, Net cash used in investingprovided by operating activities increaseddecreased primarily due primarily to: (1) increased purchasesa net decrease in cash provided by counterparty derivative collateral posting activities of $0.3 billion; (2) an increase in interest paid of $0.2 billion; and funding(3) a net increase in other assets of finance receivables of $5.4$0.1 billion; partially offset by (2) increased proceeds from the termination of leased vehicles of $2.9 billion; and (3) increased collections on finance receivables of $2.0 billion.

In the nine months ended September 30, 2017 Net cash provided by financing activities increased due primarily to the issuance of preferred stock of $1.0 billion and a net(4) an increase in borrowingsfinance charge income of $0.6$0.4 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 20162023 Form 10-K.


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

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

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

EPS-diluted-adjusted(Most comparable GAAP measure: Diluted earnings per common share) EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted EPS results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less adjustments noted above for EBIT-adjusted and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples of income tax adjustments include the establishment or release of significant deferred tax asset valuation allowances.

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

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

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

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The following table reconciles Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted:
Three Months Ended
March 31,December 31,September 30,June 30,
20242023202320222023202220232022
Net income attributable to stockholders$2,980 $2,395 $2,102 $1,999 $3,064 $3,305 $2,566 $1,692 
Income tax expense (benefit)762 428 (857)580 470 845 522 490 
Automotive interest expense219 234 222 267 229 259 226 234 
Automotive interest income(186)(229)(308)(215)(322)(122)(251)(73)
Adjustments
   Buick dealer strategy(a)96 99 131 511 93 — 246 — 
   Voluntary separation program(b)— 875 130 — 30 — — — 
   Cruise restructuring(c)— — 478 — — — — — 
   GM Korea wage litigation(d)— — (30)— — — (76)— 
   India asset sales(e)— — (111)— — — — — 
   Russia exit(f)— — — 657 — — — — 
Total adjustments96 974 598 1,168 123 — 170 — 
EBIT-adjusted$3,871 $3,803 $1,757 $3,799 $3,564 $4,287 $3,234 $2,343 
__________
(a)These adjustments were excluded because they relate to strategic activities to transition certain Buick dealers out of our dealer network as part of Buick’s EV strategy.
(b)These adjustments were excluded because they relate to the acceleration of attrition as part of the cost reduction program announced in January 2023, primarily in the U.S.
(c)These adjustments were excluded because they relate to restructuring costs resulting from Cruise voluntarily pausing its driverless, supervised and manual AV operations in the U.S. while it examines its processes, systems and tools. The adjustments primarily consist of non-cash restructuring charges, supplier related charges and employee separation charges.
(d)These adjustments were excluded because they relate to the partial resolution of subcontractor matters in Korea.
(e)These adjustments were excluded because they relate to an asset sale resulting from our strategic decision in 2020 to exit India.
(f)This adjustment was excluded because it relates to the shutdown of our Russia business including the write off of our net investment and release of accumulated translation losses into earnings.

The following table reconciles diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted:
Three Months Ended
March 31, 2024March 31, 2023
AmountPer ShareAmountPer Share
Diluted earnings per common share$2,970 $2.56 $2,369 $1.69 
Adjustments(a)96 0.08 974 0.69 
Tax effect on adjustments(b)(24)(0.02)(239)(0.17)
EPS-diluted-adjusted$3,042 $2.62 $3,104 $2.21 
__________
(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A for the details of each individual adjustment.
(b)The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.
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The following table reconciles our effective tax rate under U.S. GAAP to ETR-adjusted:
Three Months Ended
March 31, 2024March 31, 2023
Income before income taxesIncome tax expense (benefit)Effective tax rateIncome before income taxesIncome tax expense (benefit)Effective tax rate
Effective tax rate$3,715 $762 20.5 %$2,775 $428 15.4 %
Adjustments(a)96 24 974 239 
ETR-adjusted$3,811 $786 20.6 %$3,749 $667 17.8 %
__________
(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A for adjustment details. These adjustments include Net income attributable to noncontrolling interests where applicable. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

We define return on equity (ROE) as Net income attributable to stockholders for the trailing four quarters divided by average equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE. The following table summarizes the calculation of ROE (dollars in billions):
Four Quarters Ended
March 31, 2024March 31, 2023
Net income attributable to stockholders$10.7 $9.4 
Average equity(a)$71.1 $68.6 
ROE15.1 %13.7 %
__________
(a)Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income attributable to stockholders.

The following table summarizes the calculation of ROIC-adjusted (dollars in billions):
Four Quarters Ended
March 31, 2024March 31, 2023
EBIT-adjusted(a)$12.4 $14.2 
Average equity(b)$71.1 $68.6 
Add: Average automotive debt and interest liabilities (excluding finance leases)16.2 17.4 
Add: Average automotive net pension & OPEB liability8.7 8.6 
Less: Average automotive and other net income tax asset(21.6)(20.9)
ROIC-adjusted average net assets$74.5 $73.6 
ROIC-adjusted16.7 %19.3 %
__________
(a)Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A.
(b)Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.

Forward-Looking Statements In thisThis report and inthe other reports we subsequently file and have previously filed by us with the SEC on Forms 10-Kfrom 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 usemay 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 analysesanalysis 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 in the automotive industryincreased competition and to effectively compete in autonomous, ride–sharingchanging consumer needs and transportation as a service;preferences; (2) our ability to timely fund
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and introduce new and improved vehicle models, including EVs, that are able to attract a sufficient number of consumers; (3) our ability to profitably deliver a strategic portfolio of EVs that will help drive consumer adoption; (4) the success of our current line of ICE vehicles, particularly our full-size pick-up trucksSUVs and SUVs,full-size pickup trucks; (5) our highly competitive industry, which may be affectedhas been historically characterized by increasesexcess manufacturing capacity and the use of incentives, and the introduction of new and improved vehicle models by our competitors; (6) the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of AVs, including the various regulatory approvals and permits required for operating driverless AVs in multiple markets; (7) risks associated with climate change, including increased regulation of GHG emissions, our transition to EVs and the pricepotential increased impacts of oil; (4)severe weather events; (8) global automobile market sales volume, which can be volatile; (5) aggressive competition(9) inflationary pressures and persistently high 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 footprintsuccess of our operations which exposes usongoing strategic business relationships, particularly with respect to a variety 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 relatingfacilitating access to free trade agreements, vehicle safety including recalls, and, including such actions that may affectraw materials necessary for the production licensing, distribution or sale of our products, the cost thereof or applicable tax rates; (7)EVs, and of 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 abilityoperations, which exposes us to comply with extensive lawsa variety of unique political, economic, competitive and regulations applicable to our industry, including those regarding fuel economy and emissions; (9) costs andregulatory risks, associated with litigation and government investigations including the potential impositionrisk of damages, substantial fines, civil lawsuitschanges in government leadership and criminal penalties, interruptions of business, modification of business practices, equitable remedieslaws (including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, changes in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S. and foreign countries' export controls and economic sanctions, against usdiffering labor regulations, requirements and union relationships, differing dealer and franchise regulations and relationships, difficulties in connection with various legal proceedingsobtaining financing in foreign countries, and investigations relating topublic health crises, including the occurrence of a contagious disease or illness; (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) pandemics, epidemics, disease outbreaks and other public health crises; (16) the possibility that competitors may independently develop products and services similar to ours, or that our 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;prevent competitors from developing or selling those products or services; (17) our ability to manage risks related to security breaches, cyberattacks and other disruptions to our vehicles, information technology networkssystems and networked products, including connected vehicles and in-vehicle systems; (18) our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the personal information of our customers, employees or suppliers; (19) our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those relating to fuel economy, emissions and AVs; (20) costs and risks associated with litigation and government investigations; (21) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; (22) any additional tax expense or exposure or failure to fully realize available tax incentives; (23) our continued ability to develop captive financing capability through GM Financial; (19)and (24) any significant increasesincrease 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 20162023 Form 10-K and our subsequent filings with the SEC.


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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. Refer2023. For further discussion on market risk, refer to Part II, Item 7A7A. of our 20162023 Form 10-K.


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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 evaluationas of March 31, 2024 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 proceduresprocedures were effective as of September 30, 2017.March 31, 2024.


Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended September 30, 2017March 31, 2024 that have materially affected, or are reasonablyreasonably likely to materially affect, our internal control over financial reporting.


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PART II

Item 1. Legal Proceedings


ReferSEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company will use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

The discussion in the "Litigation-Related Liability and Tax Administrative Matters" section inunder Note 13 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 20162023 Form 10-K.


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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, 2024:
Total Number of Shares Purchased(a)(b)Weighted Average Price Paid per Share
(b)(c)		Total Number of Shares
Purchased Under Announced Programs(b)(d)		Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs(b)(d)
January 1, 2024 through January 31, 202427,360 $35.33 —  $1.4 billion
February 1, 2024 through February 29, 2024996,280 $38.70 —  $1.4 billion
March 1, 2024 through March 31, 2024
First settlement of ASR(b)4,202,918 4,202,918 
Other shares purchased7,889,030 $41.96 7,889,030 $1.1 billion
Total13,115,588 $41.57 12,091,948 
 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, 201719,039,928
 $35.79
 19,005,753
 $5.8 billion
August 1, 2017 through August 31, 201715,242,410
 $35.30
 14,933,968
 $5.3 billion
September 1, 2017 through September 30, 20177,543,150
 $38.36
 7,535,445
 $5.0 billion
Total41,825,488
 $36.07
 41,475,166
  
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__________(a)Shares purchased include 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 2023 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)During the three months ended December 31, 2023, we entered into the ASR Agreements to repurchase an aggregate $10.0 billion of common stock, and we received and immediately retired approximately 215 million shares of our common stock (68% of the $10.0 billion aggregate purchase price calculated on the basis of a price of $31.60 per share, the closing share price of our common stock on November 29, 2023). In March 2024, upon the first settlement of the transactions contemplated under the ASR Agreements, we received approximately 4 million additional shares of our common stock, which were immediately retired. The final number of shares ultimately to be purchased, and the average price paid per share, will be determined at the final settlement of the ASR Agreements and will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. The final settlement of the transactions contemplated under the ASR Agreements in connection with the ASR program is expected to occur no later than the three months ending December 31, 2024.
(c)The weighted-average price paid per share excludes broker commissions.
(d)In November 2023, our Board of Directors increased the capacity under the share repurchase program by $10.0 billion to an aggregate of $11.4 billion and approved the $10.0 billion ASR program. At March 31, 2024, we had $1.1 billion in capacity remaining under the share repurchase program, with no expiration date.

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Item 5.Other Information

During the three months ended March 31, 2024, the following directors or officers of the Company adopted a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K: (1) on February 23, 2024, Julian Blissett, Executive Vice President and President, GM China, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 48,741 shares of GM common stock and up to 104,488 shares of GM common stock issuable upon exercise of vested options between May 28, 2024 and February 14, 2025, subject to certain conditions; (2) on February 26, 2024, Mary Barra, Chair and Chief Executive Officer, adopted trading plans intended to satisfy Rule 10b5-1(c) to sell up to 900,000 shares of GM common stock and up to 1,066,269 shares of GM common stock issuable upon exercise of vested options between May 28, 2024 and February 14, 2025, subject to certain conditions; and (3) on February 27, 2024, Mark Reuss, President, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 200,000 shares of GM common stock and up to 122,283 shares of GM common stock issuable upon exercise of vested options between May 28, 2024 and February 14, 2025, subject to certain conditions.

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Item 6. Exhibits
Exhibit NumberExhibit Name
3.1
Exhibit NumberExhibit Name
1.1
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-KIncorporation of General Motors Company filed August 8, 2017)dated December 7, 2010, incorporated
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 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
4.13.2
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 hereinamended April 20, 2023, incorporated by reference to Exhibit 4.13.1 to the Current Report on Form 8-K of General Motors Company filed August 8, 2017)April 21, 2023
Incorporated by Reference
4.2
10.1*
Calculation AgencyForm of Restricted Stock Unit Award Agreement dated as of August 7, 2017 betweenNo. 4 under the General Motors Company 2020 Long-Term Incentive Plan
Filed Herewith
10.2*
Form of Performance Stock Unit Award Agreement No. 4 under the General Motors Company 2020 Long-Term Incentive Plan
Filed Herewith
10.3
Sixth Amended and Restated 364-Day Revolving Credit Agreement among General Motors Company, General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, and Bank of New York Mellon,America, N.A., as calculationco-syndication agent, (incorporated hereinincorporated by reference to Exhibit 4.210.1 to the Current Report on Form 8-K of General Motors Company filed August 8, 2017)March 28, 2024
Incorporated by Reference
10.131.1
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
32
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.INS101The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, 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 StatementsXBRL Instance DocumentFiled Herewith
101.SCH104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted as Inline XBRL and contained in Exhibit 101XBRL Taxonomy Extension Schema DocumentFiled Herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentFiled Herewith
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentFiled Herewith
101.LABXBRL Taxonomy Extension Label Linkbase DocumentFiled Herewith
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentFiled Herewith

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* Management contracts or compensatory plans and arrangements.

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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 hereuntothereunto duly authorized.



GENERAL MOTORS COMPANY (Registrant)




By:By:/s/ THOMAS S. TIMKOCHRISTOPHER T. HATTO
Thomas S. Timko,Christopher T. Hatto, Vice President, Global Business ServicesSolutions and Chief Accounting Officer
Date:October 24, 2017April 23, 2024

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