UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q


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

For the quarterly period ended ~~June 30, 2020~~March 31, 2021


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

For the transition period from to

Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

27-0756180

(State or other jurisdiction of
incorporation or organization)

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

300 Renaissance Center,

Detroit,

Michigan

48265

-3000

(Address of principal executive offices)

(Zip Code)

(313) 667-1500

(Registrant’s telephone number, including area code)

~~Not applicable~~

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

Securities registered pursuant to Section 12(b) of the Act:


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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ 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 ☑ 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 ☑

As of ~~July 15, 2020~~April 19, 2021 there were ~~1,431,096,512~~1,450,670,870 shares of common stock outstanding.

INDEX

Page

PART I

Item 1.

Condensed Consolidated Financial Statements

Condensed Consolidated Income Statements (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Equity (Unaudited)

Notes to Condensed Consolidated Financial Statements

Note 1.

Nature of Operations and Basis of Presentation

Note 2.

~~Significant Accounting Policies~~Revenue

Note 3.

~~Revenue~~Marketable and Other Securities

Note 4.

~~Marketable~~GM Financial Receivables and ~~Other Securities~~Transactions

Note 5.

~~GM Financial Receivables and Transactions~~

~~Note 6.~~

Inventories

Note 7.6.

Equipment on Operating Leases

1211

Note 8.7.

Equity in Net Assets of Nonconsolidated Affiliates

Note 9.8.

~~Goodwill~~Variable Interest Entities

Note ~~10.~~9.

~~Variable Interest Entities~~Debt

Note ~~11.~~10.

~~Debt~~Derivative Financial Instruments

Note ~~12.~~11.

~~Derivative Financial Instruments~~Accrued and Other Liabilities

1516

Note 12.

Pensions and Other Postretirement Benefits

Note 13.

~~Accrued~~Commitments and ~~Other Liabilities~~Contingencies

Note 14.

~~Pensions and Other Postretirement Benefits~~Income Taxes

1819

Note 15.

~~Commitments~~Restructuring and ~~Contingencies~~Other Initiatives

1819

Note 16.

~~Income Taxes~~

~~Note 17.~~

~~Restructuring and Other Initiatives~~

~~Note 18.~~

Stockholders' Equity and Noncontrolling Interests

2420

Note ~~19.~~17.

Earnings Per Share

2521

Note ~~20.~~18.

Segment Reporting

2521

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2924

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

5140

Item 4.

Controls and Procedures

5140

PART II

Item 1.

Legal Proceedings

5241

Item 1A.

Risk Factors

5241

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

5342

Item 6.

Exhibits

5443

Signature

5544

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						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Net sales and revenue	Net sales and revenue									Net sales and revenue
Automotive	Automotive	$	13,363	$	32,425	$	42,513	$	63,686	Automotive	$	29,067	$	29,150
GM Financial	GM Financial	3,415		3,635		6,974		7,252		GM Financial	3,407		3,559
Total net sales and revenue (Note 3)		16,778		36,060		49,487		70,938
Total net sales and revenue (Note 2)										Total net sales and revenue (Note 2)	32,474		32,709
Costs and expenses	Costs and expenses									Costs and expenses
Automotive and other cost of sales	Automotive and other cost of sales	13,444		28,327		40,170		56,556		Automotive and other cost of sales	25,115		26,726
GM Financial interest, operating and other expenses	GM Financial interest, operating and other expenses	3,238		3,144		6,594		6,450		GM Financial interest, operating and other expenses	2,279		3,356
Automotive and other selling, general and administrative expense	Automotive and other selling, general and administrative expense	1,310		2,102		3,280		4,201		Automotive and other selling, general and administrative expense	1,803		1,970

Total costs and expenses	Total costs and expenses	17,992		33,573		50,044		67,207		Total costs and expenses	29,197		32,052
Operating income (loss)		(1,214)		2,487		(557)		3,731
Operating income										Operating income	3,277		657
Automotive interest expense	Automotive interest expense	303		195		496		376		Automotive interest expense	250		193
Interest income and other non-operating income, net	Interest income and other non-operating income, net	413		364		724		1,169		Interest income and other non-operating income, net	799		311

Equity income (Note 8)		212		271		80		685
Income (loss) before income taxes		(892)		2,927		(249)		5,209
Income tax expense (benefit) (Note 16)		(112)		524		245		661
Equity income (loss) (Note 7)										Equity income (loss) (Note 7)	365		(132)
Income before income taxes										Income before income taxes	4,191		643
Income tax expense (Note 14)										Income tax expense (Note 14)	1,177		357

Net income (loss)		(780)		2,403		(494)		4,548
Net income										Net income	3,014		286
Net loss attributable to noncontrolling interests	Net loss attributable to noncontrolling interests	22		15		30		27		Net loss attributable to noncontrolling interests	8		8
Net income (loss) attributable to stockholders		$	(758)	$	2,418	$	(464)	$	4,575
Net income attributable to stockholders										Net income attributable to stockholders	$	3,022	$	294

Net income (loss) attributable to common stockholders		$	(806)	$	2,381	$	(559)	$	4,500
Net income attributable to common stockholders										Net income attributable to common stockholders	$	2,976	$	247

Earnings (loss) per share (Note 19)
Earnings per share (Note 17)										Earnings per share (Note 17)

Basic earnings (loss) per common share		$	(0.56)	$	1.68	$	(0.39)	$	3.17
Basic earnings per common share										Basic earnings per common share	$	2.06	$	0.17
Weighted-average common shares outstanding – basic	Weighted-average common shares outstanding – basic	1,432		1,420		1,432		1,419		Weighted-average common shares outstanding – basic	1,447		1,433

Diluted earnings (loss) per common share		$	(0.56)	$	1.66	$	(0.39)	$	3.13
Diluted earnings per common share										Diluted earnings per common share	$	2.03	$	0.17
Weighted-average common shares outstanding – diluted	Weighted-average common shares outstanding – diluted	1,432		1,438		1,432		1,437		Weighted-average common shares outstanding – diluted	1,464		1,440

Dividends declared per common share	Dividends declared per common share	$	—	$	0.38	$	0.38	$	0.76	Dividends declared per common share	$	0	$	0.38

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Net income (loss)		$	(780)	$	2,403	$	(494)	$	4,548
Other comprehensive income (loss), net of tax (Note 18)
Net income										Net income	$	3,014	$	286
Other comprehensive income (loss), net of tax (Note 16)										Other comprehensive income (loss), net of tax (Note 16)
Foreign currency translation adjustments and other	Foreign currency translation adjustments and other	(58)		68		(1,031)		217		Foreign currency translation adjustments and other	(5)		(973)
Defined benefit plans	Defined benefit plans	(39)		6		278		42		Defined benefit plans	160		317
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(97)		74		(753)		259		Other comprehensive income (loss), net of tax	155		(656)
Comprehensive income (loss)	Comprehensive income (loss)	(877)		2,477		(1,247)		4,807		Comprehensive income (loss)	3,169		(370)
Comprehensive loss attributable to noncontrolling interests	Comprehensive loss attributable to noncontrolling interests	18		20		38		37		Comprehensive loss attributable to noncontrolling interests	15		20
Comprehensive income (loss) attributable to stockholders	Comprehensive income (loss) attributable to stockholders	$	(859)	$	2,497	$	(1,209)	$	4,844	Comprehensive income (loss) attributable to stockholders	$	3,184	$	(350)

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	28,228	$	19,069	Cash and cash equivalents	$	21,609	$	19,992
Marketable debt securities (Note 4)		9,254		4,174
Marketable debt securities (Note 3)						Marketable debt securities (Note 3)	7,771		9,046

Accounts and notes receivable, net	Accounts and notes receivable, net	7,946		6,797		Accounts and notes receivable, net	9,126		8,035
GM Financial receivables, net (Note 5; Note 10 at VIEs)		22,851		26,601
Inventories (Note 6)		10,280		10,398
GM Financial receivables, net (Note 4; Note 8 at VIEs)						GM Financial receivables, net (Note 4; Note 8 at VIEs)	24,583		26,209
Inventories (Note 5)						Inventories (Note 5)	12,066		10,235

Other current assets (Note 4; Note 10 at VIEs)		8,938		7,953
Other current assets (Note 3; Note 8 at VIEs)						Other current assets (Note 3; Note 8 at VIEs)	6,936		7,407
Total current assets	Total current assets	87,497		74,992		Total current assets	82,091		80,924
Non-current Assets	Non-current Assets					Non-current Assets

GM Financial receivables, net (Note 5; Note 10 at VIEs)		28,999		26,355
Equity in net assets of nonconsolidated affiliates (Note 8)		7,724		8,562
GM Financial receivables, net (Note 4; Note 8 at VIEs)						GM Financial receivables, net (Note 4; Note 8 at VIEs)	33,689		31,783
Equity in net assets of nonconsolidated affiliates (Note 7)						Equity in net assets of nonconsolidated affiliates (Note 7)	8,979		8,406
Property, net	Property, net	37,066		38,750		Property, net	37,797		37,632
Goodwill and intangible assets, net	Goodwill and intangible assets, net	5,282		5,337		Goodwill and intangible assets, net	5,185		5,230
Equipment on operating leases, net (Note 7; Note 10 at VIEs)		39,601		42,055
Equipment on operating leases, net (Note 6; Note 8 at VIEs)						Equipment on operating leases, net (Note 6; Note 8 at VIEs)	40,343		39,819
Deferred income taxes	Deferred income taxes	24,654		24,640		Deferred income taxes	23,090		24,136
Other assets (Note 4; Note 10 at VIEs)		6,712		7,346
Other assets (Note 3; Note 8 at VIEs)						Other assets (Note 3; Note 8 at VIEs)	7,237		7,264
Total non-current assets	Total non-current assets	150,038		153,045		Total non-current assets	156,320		154,270
Total Assets	Total Assets	$	237,535	$	228,037	Total Assets	$	238,411	$	235,194

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable (principally trade)	Accounts payable (principally trade)	$	15,154	$	21,018	Accounts payable (principally trade)	$	20,446	$	19,928
Short-term debt and current portion of long-term debt (Note 11)
Short-term debt and current portion of long-term debt (Note 9)						Short-term debt and current portion of long-term debt (Note 9)
Automotive	Automotive	2,710		1,897		Automotive	1,146		1,276
GM Financial (Note 10 at VIEs)		37,313		35,503
Accrued liabilities (Note 13)		22,727		26,487
GM Financial (Note 8 at VIEs)						GM Financial (Note 8 at VIEs)	33,922		35,637
Accrued liabilities (Note 11)						Accrued liabilities (Note 11)	20,809		23,069
Total current liabilities	Total current liabilities	77,904		84,905		Total current liabilities	76,323		79,910
Non-current Liabilities	Non-current Liabilities					Non-current Liabilities
Long-term debt (Note 11)
Long-term debt (Note 9)						Long-term debt (Note 9)
Automotive	Automotive	32,211		12,489		Automotive	16,406		16,193
GM Financial (Note 10 at VIEs)		54,939		53,435
Postretirement benefits other than pensions (Note 14)		5,836		5,935
Pensions (Note 14)		11,249		12,170
Other liabilities (Note 13)		11,903		13,146
GM Financial (Note 8 at VIEs)						GM Financial (Note 8 at VIEs)	59,773		56,788
Postretirement benefits other than pensions (Note 12)						Postretirement benefits other than pensions (Note 12)	6,236		6,277
Pensions (Note 12)						Pensions (Note 12)	12,064		12,902
Other liabilities (Note 11)						Other liabilities (Note 11)	13,166		13,447
Total non-current liabilities	Total non-current liabilities	116,138		97,175		Total non-current liabilities	107,645		105,607
Total Liabilities	Total Liabilities	194,042		182,080		Total Liabilities	183,968		185,517
Commitments and contingencies (Note 15)
Equity (Note 18)
Commitments and contingencies (Note 13)						Commitments and contingencies (Note 13)	0		0
Equity (Note 16)						Equity (Note 16)
Common stock, $0.01 par value	Common stock, $0.01 par value	14		14		Common stock, $0.01 par value	14		14
Additional paid-in capital	Additional paid-in capital	26,087		26,074		Additional paid-in capital	26,667		26,542
Retained earnings	Retained earnings	25,104		26,860		Retained earnings	34,988		31,962
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(11,901)		(11,156)		Accumulated other comprehensive loss	(13,326)		(13,488)
Total stockholders’ equity	Total stockholders’ equity	39,304		41,792		Total stockholders’ equity	48,343		45,030
Noncontrolling interests	Noncontrolling interests	4,189		4,165		Noncontrolling interests	6,100		4,647
Total Equity	Total Equity	43,493		45,957		Total Equity	54,443		49,677
Total Liabilities and Equity	Total Liabilities and Equity	$	237,535	$	228,037	Total Liabilities and Equity	$	238,411	$	235,194

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


		Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income (loss)		$	(494)	$	4,548
Net income						Net income	$	3,014	$	286
Depreciation and impairment of Equipment on operating leases, net	Depreciation and impairment of Equipment on operating leases, net	3,759		3,748		Depreciation and impairment of Equipment on operating leases, net	1,653		1,806
Depreciation, amortization and impairment charges on Property, net	Depreciation, amortization and impairment charges on Property, net	2,814		3,775		Depreciation, amortization and impairment charges on Property, net	1,362		1,502
Foreign currency remeasurement and transaction gains		(63)		(178)
Foreign currency remeasurement and transaction (gains)						Foreign currency remeasurement and transaction (gains)	(73)		(116)

Undistributed earnings of nonconsolidated affiliates, net	Undistributed earnings of nonconsolidated affiliates, net	446		256		Undistributed earnings of nonconsolidated affiliates, net	(349)		132
Pension contributions and OPEB payments	Pension contributions and OPEB payments	(327)		(570)		Pension contributions and OPEB payments	(222)		(213)
Pension and OPEB income, net	Pension and OPEB income, net	(518)		(306)		Pension and OPEB income, net	(397)		(263)

Provision (benefit) for deferred taxes		(24)		79
Provision for deferred taxes						Provision for deferred taxes	1,085		188
Change in other operating assets and liabilities	Change in other operating assets and liabilities	(6,847)		(6,357)		Change in other operating assets and liabilities	(4,807)		(1,761)

Net cash provided by (used in) operating activities		(1,254)		4,995
Net cash provided by operating activities						Net cash provided by operating activities	1,266		1,561
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Expenditures for property	Expenditures for property	(2,336)		(3,476)		Expenditures for property	(878)		(1,224)
Available-for-sale marketable securities, acquisitions	Available-for-sale marketable securities, acquisitions	(7,656)		(2,213)		Available-for-sale marketable securities, acquisitions	(2,366)		(4,091)

Available-for-sale marketable securities, liquidations	Available-for-sale marketable securities, liquidations	3,694		1,244		Available-for-sale marketable securities, liquidations	3,632		1,113

Purchases of finance receivables, net	Purchases of finance receivables, net	(14,929)		(13,757)		Purchases of finance receivables, net	(8,173)		(6,374)
Principal collections and recoveries on finance receivables	Principal collections and recoveries on finance receivables	9,563		11,708		Principal collections and recoveries on finance receivables	6,085		4,739
Purchases of leased vehicles, net	Purchases of leased vehicles, net	(6,054)		(8,189)		Purchases of leased vehicles, net	(6,113)		(3,733)
Proceeds from termination of leased vehicles	Proceeds from termination of leased vehicles	5,537		6,444		Proceeds from termination of leased vehicles	4,919		3,088
Other investing activities	Other investing activities	(155)		99		Other investing activities	(90)		(88)

Net cash used in investing activities	Net cash used in investing activities	(12,336)		(8,140)		Net cash used in investing activities	(2,984)		(6,570)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Net increase in short-term debt	Net increase in short-term debt	846		936		Net increase in short-term debt	1,543		13
Proceeds from issuance of debt (original maturities greater than three months)	Proceeds from issuance of debt (original maturities greater than three months)	53,465		20,511		Proceeds from issuance of debt (original maturities greater than three months)	13,350		35,863
Payments on debt (original maturities greater than three months)	Payments on debt (original maturities greater than three months)	(29,512)		(20,625)		Payments on debt (original maturities greater than three months)	(12,702)		(11,339)
Proceeds from issuance of subsidiary preferred stock		—		414
Proceeds from issuance of subsidiary preferred stock (Note 16)						Proceeds from issuance of subsidiary preferred stock (Note 16)	1,537		0
Dividends paid	Dividends paid	(592)		(1,184)		Dividends paid	(76)		(590)
Other financing activities	Other financing activities	(491)		(264)		Other financing activities	(35)		(267)

Net cash provided by (used in) financing activities		23,716		(212)
Net cash provided by financing activities						Net cash provided by financing activities	3,617		23,680
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(429)		42		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(140)		(448)
Net increase (decrease) in cash, cash equivalents and restricted cash		9,697		(3,315)
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	1,759		18,223
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	22,943		23,496		Cash, cash equivalents and restricted cash at beginning of period	23,117		22,943
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	32,640	$	20,181	Cash, cash equivalents and restricted cash at end of period	$	24,876	$	41,166

Significant Non-cash Investing and Financing Activity	Significant Non-cash Investing and Financing Activity					Significant Non-cash Investing and Financing Activity
Non-cash property additions	Non-cash property additions	$	1,773	$	3,026	Non-cash property additions	$	1,710	$	1,262

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)


		Common Stockholders’																				Noncontrolling Interests		Total Equity	Common Stockholders’								Noncontrolling Interests	Total Equity
				Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss							Noncontrolling Interests					Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests
Balance at January 1, 2019		$	14		$	25,563		$	22,322		$	(9,039)		$	3,917	$	42,777
Balance at January 1, 2020																		Balance at January 1, 2020	$			14	$	26,074	$	26,860	$	(11,156)	$	4,165	$	45,957
Adoption of accounting standards																		Adoption of accounting standards	—		—		(660)		—		—		(660)
Net income																		Net income	—		—		294		—		(8)		286
Other comprehensive loss																		Other comprehensive loss	—		—		—		(644)		(12)		(656)

Net income		—			—			2,157			—			(12)		2,145
Other comprehensive income		—			—			—			190			(5)		185

Issuance of subsidiary preferred stock																		Issuance of subsidiary preferred stock	—		—		—		—		26		26
Purchase of common stock																		Purchase of common stock	—		(57)		(33)		—		—		(90)

Stock based compensation	Stock based compensation	—			95			(6)			—			—		89		Stock based compensation	—		(3)		(7)		—		—		(10)
Cash dividends paid on common stock	Cash dividends paid on common stock	—			—			(539)			—			—		(539)		Cash dividends paid on common stock	—		—		(545)		—		—		(545)
Dividends to noncontrolling interests	Dividends to noncontrolling interests	—			—			—			—			(18)		(18)		Dividends to noncontrolling interests	—		—		—		—		(4)		(4)
Other	Other	—			3			5			—			(9)		(1)		Other	—		0		(24)		—		37		13
Balance at March 31, 2020																		Balance at March 31, 2020	$	14	$	26,014	$	25,885	$	(11,800)	$	4,204	$	44,317

Balance at January 1, 2021																		Balance at January 1, 2021	$	14	$	26,542	$	31,962	$	(13,488)	$	4,647	$	49,677

Net income																		Net income	—		—		3,022		—		(8)		3,014
Other comprehensive income																		Other comprehensive income	—		—		—		162		(7)		155
Issuance of subsidiary preferred stock (Note 16)																		Issuance of subsidiary preferred stock (Note 16)	—		—		—		—		1,537		1,537

Stock based compensation																		Stock based compensation	—		132		0		—		—		132

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

Balance at March 31, 2019		14			25,661			23,939			(8,849)			3,873		44,638
Net income		—			—			2,418			—			(15)		2,403
Other comprehensive income		—			—			—			79			(5)		74
Issuance of subsidiary preferred stock (Note 18)		—			—			—			—			408		408
Stock based compensation		—			78			(9)			—			—		69
Cash dividends paid on common stock		—			—			(540)			—			—		(540)
Dividends to noncontrolling interests		—			—			—			—			(23)		(23)
Other		—			26			(1)			—			35		60
Balance at June 30, 2019		$	14		$	25,765		$	25,807		$	(8,770)		$	4,273	$	47,089


Balance at January 1, 2020		$	14		$	26,074		$	26,860		$	(11,156)		$	4,165	$	45,957
Adoption of accounting standards (Note 1)		—			—			(660)			—			—		(660)
Net income		—			—			294			—			(8)		286
Other comprehensive loss		—			—			—			(644)			(12)		(656)
Issuance of subsidiary preferred stock		—			—			—			—			26		26
Purchase of common stock		—			(57)			(33)			—			—		(90)

Stock based compensation		—			(3)			(7)			—			—		(10)
Cash dividends paid on common stock		—			—			(545)			—			—		(545)
Dividends to noncontrolling interests		—			—			—			—			(4)		(4)
Other		—			—			(24)			—			37		13
Balance at March 31, 2020		14			26,014			25,885			(11,800)			4,204		44,317
Net loss		—			—			(758)			—			(22)		(780)
Other comprehensive loss		—			—			—			(101)			4		(97)
Issuance of subsidiary preferred stock		—			—			—			—			26		26

Stock based compensation		—			73			—			—			—		73

Dividends to noncontrolling interests		—			—			—			—			(39)		(39)
Other		—			—			(23)			—			16		(7)
Balance at June 30, 2020		$	14		$	26,087		$	25,104		$	(11,901)		$	4,189	$	43,493

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

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

The ~~accompanying~~ condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The ~~accompanying~~ condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our ~~2019~~2020 Form 10-K. Except for per share amounts or as otherwise specified, ~~dollar~~ amounts presented within tables are stated in millions.

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

~~Recently Adopted Accounting Standards~~ GM FinancialEffective January 1, 2020, we adopted Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which requires entities to use a new impairment model based on current expected credit losses (CECL) rather than incurred losses. Estimated credit losses under CECL consider relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets, resulting in recognition of lifetime expected credit losses at initial recognition of the related asset. We adopted ASU 2016-13 on a modified retrospective basis by recognizing an after-tax cumulative-effect adjustment to the opening balance of Retained earnings of $660 million, inclusive of $643 million related to GM Financial. The ~~application of ASU 2016-13 increased our allowance~~amounts presented for ~~loan losses related to~~ GM Financial ~~receivables, net by $801 million and had an insignificant impact~~have been adjusted to ~~our allowance for credit losses for Accounts and notes receivable and no adoption impact to Marketable debt securities on our condensed consolidated balance sheets.~~

~~Accounting Standards Not Yet Adopted~~ In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04), which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 became effective March 12, 2020 and may be applied prospectively through December 31, 2022. We do not believe the discontinuance of LIBOR will be a significant event for our Automotive arrangements. A substantial portion of GM Financial’s indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. The adoption of ASU 2020-04 is not expected to have a material impact on our condensed consolidated financial statements as the standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. We continue to monitorreflect the impact ~~the discontinuance of LIBOR or another reference rate will have~~ on GM Financial's ~~contracts, hedging relationships~~deferred tax positions and provision for income taxes resulting from the inclusion of GM Financial in our consolidated tax return and to eliminate the effect of transactions between GM Financial and the other ~~transactions.~~members of the consolidated group. Accordingly, the amounts presented will differ from those presented by GM Financial on a stand-alone basis.

Note 2. Revenue

~~Significant Accounting Policies~~

The ~~information presented on Marketable Debt Securities, Accounts and Notes Receivable and GM Financial Receivables supplements the Significant Accounting Policies information presented in~~following table disaggregates our 2019 Form 10-K to reflect the adoption of ASU 2016-13 that became effective January 1, 2020. See our 2019 Form 10-K for a description of our significant accounting policies in effect prior to the adoption of ASU 2016-13.revenue by major source:


	Three Months Ended March 31, 2021
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Vehicle, parts and accessories	$	24,920	$	2,801	$	0	$	27,721	$	—	$	—	$	0	$	27,721
Used vehicles	228		13		0		241		—		—		0		241
Services and other	809		272		19		1,100		30		—		(25)		1,105
Automotive net sales and revenue	25,957		3,086		19		29,062		30		—		(25)		29,067
Leased vehicle income	—		—		—		—		—		2,321		0		2,321
Finance charge income	—		—		—		—		—		1,016		0		1,016
Other income	—		—		—		—		—		70		0		70
GM Financial net sales and revenue	—		—		—		—		—		3,407		0		3,407
Net sales and revenue	$	25,957	$	3,086	$	19	$	29,062	$	30	$	3,407	$	(25)	$	32,474

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

~~Marketable Debt Securities~~ We classify marketable debt securities as either available-for-sale or trading. Various factors, including turnover of holdings and investment guidelines, are considered in determining the classification of securities. Available-for-sale debt securities are recorded at fair value with unrealized gains, and losses that are not credit related, recorded net of applicable taxes in Accumulated other comprehensive loss until realized. Credit losses are recorded in Interest income and other non-operating income, net.

An evaluation is made quarterly to determine if any portion of unrealized losses on available-for-sale debt securities is related to credit losses or whether any unrealized losses recorded in Accumulated other comprehensive loss need to be reclassified. Non-credit related unrealized losses are reclassified to Interest income and other non-operating income, net if we intend to sell the security or it is more likely than not that we will be required to sell the security before the recovery of the unrealized loss.

~~Accounts and Notes Receivable~~ Accounts and notes receivable primarily consists of amounts that are due and payable from our customers for the sale of vehicles, parts, and accessories. We evaluate the collectability of receivables each reporting period and record an allowance for doubtful accounts to present the net amount expected to be collected on our receivables. Additions to the allowance are charged to bad debt expense and reported in Automotive and other selling, general and administrative expense.

~~GM Financial Receivables~~ Finance receivables are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover expected credit losses on the finance receivables. For retail finance receivables, GM Financial uses static pool modeling techniques to determine the allowance for loan losses expected over the remaining life of the receivables, which is supplemented by management judgment. The modeling techniques incorporate reasonable and supportable forecasts of economic conditions over the expected remaining life of the finance receivables. The economic forecasts incorporate factors which vary by region that GM Financial believes will have the largest impact on expected losses, including unemployment rates, interest rate spreads, disposable personal income and growth rates in gross domestic product.

Troubled debt restructurings (TDRs) are grouped separately for purposes of measuring the allowance. The allowance for TDRs uses static pool modeling techniques like non-TDR retail finance receivables to determine the expected loss amount. The expected cash flows of the receivables are then discounted at the original weighted average effective interest rate of the pool. Factors considered when estimating the allowance for TDRs are based on an evaluation of historical and current information, which may be supplemented by management judgment. Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs.

Commercial finance receivables are carried at amortized cost, net of allowance for loan losses and any amounts received under a cash management program. GM Financial establishes the allowance for loan losses based on historical loss experience, as well as the forecast for industry vehicle sales, which is the economic indicator believed to have the largest impact on expected losses.

~~Note 3. Revenue~~

~~The following table disaggregates our revenue by major source:~~

Three Months Ended June 30, 2020
GMNA GMI Corporate Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Vehicle, parts and accessories $ 10,850 $ 1,439 $ — $ 12,289 $ — $ — $ — $ 12,289
Used vehicles 122 17 8 147 — — — 147
Services and other 632 221 72 925 28 — (26) 927
Automotive net sales and revenue 11,604 1,677 80 13,361 28 — (26) 13,363
Leased vehicle income — — — — — 2,386 — 2,386
Finance charge income — — — — — 966 — 966
Other income — — — — — 71 (8) 63
GM Financial net sales and revenue — — — — — 3,423 (8) 3,415
Net sales and revenue $ 11,604 $ 1,677 $ 80 $ 13,361 $ 28 $ 3,423 $ (34) $ 16,778

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Three Months Ended June 30, 2019
GMNA GMI Corporate Total Automotive Cruise GM Financial Eliminations/ Reclassifications Total
Vehicle, parts and accessories $ 26,976 $ 3,744 $ — $ 30,720 $ — $ — $ — $ 30,720
Used vehicles 577 29 — 606 — — — 606
Services and other 771 274 54 1,099 25 — (25) 1,099
Automotive net sales and revenue 28,324 4,047 54 32,425 25 — (25) 32,425
Leased vehicle income — — — — — 2,512 — 2,512
Finance charge income — — — — — 1,008 (2) 1,006
Other income — — — — — 119 (2) 117
GM Financial net sales and revenue — — — — — 3,639 (4) 3,635
Net sales and revenue $ 28,324 $ 4,047 $ 54 $ 32,425 $ 25 $ 3,639 $ (29) $ 36,060

Six Months Ended June 30, 2020
GMNA GMI Corporate Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Vehicle, parts and accessories $ 35,426 $ 4,437 $ — $ 39,863 $ — $ — $ — $ 39,863
Used vehicles 498 42 10 550 — — — 550
Services and other 1,511 478 108 2,097 53 — (50) 2,100
Automotive net sales and revenue 37,435 4,957 118 42,510 53 — (50) 42,513
Leased vehicle income — — — — — 4,849 — 4,849
Finance charge income — — — — — 1,972 (1) 1,971
Other income — — — — — 163 (9) 154
GM Financial net sales and revenue — — — — — 6,984 (10) 6,974
Net sales and revenue $ 37,435 $ 4,957 $ 118 $ 42,510 $ 53 $ 6,984 $ (60) $ 49,487


		Six Months Ended June 30, 2019																															Three Months Ended March 31, 2020
		GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total			GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total
Vehicle, parts and accessories	Vehicle, parts and accessories	$	52,938	$	7,311	$	—	$	60,249	$	—	$	—	$	—	$	60,249	Vehicle, parts and accessories	$	24,576	$	2,998	$	0	$	27,574	$	—	$	—	$	0	$	27,574
Used vehicles	Used vehicles	1,204		64		—		1,268		—		—		—		1,268		Used vehicles	376		25		2		403		—		—		0		403
Services and other	Services and other	1,547		522		100		2,169		50		—		(50)		2,169		Services and other	879		257		36		1,172		25		—		(24)		1,173
Automotive net sales and revenue	Automotive net sales and revenue	55,689		7,897		100		63,686		50		—		(50)		63,686		Automotive net sales and revenue	25,831		3,280		38		29,149		25		—		(24)		29,150
Leased vehicle income	Leased vehicle income	—		—		—		—		—		5,021		—		5,021		Leased vehicle income	—		—		—		—		—		2,463		0		2,463
Finance charge income	Finance charge income	—		—		—		—		—		1,995		(4)		1,991		Finance charge income	—		—		—		—		—		1,006		(1)		1,005
Other income	Other income	—		—		—		—		—		243		(3)		240		Other income	—		—		—		—		—		92		(1)		91
GM Financial net sales and revenue	GM Financial net sales and revenue	—		—		—		—		—		7,259		(7)		7,252		GM Financial net sales and revenue	—		—		—		—		—		3,561		(2)		3,559
Net sales and revenue	Net sales and revenue	$	55,689	$	7,897	$	100	$	63,686	$	50	$	7,259	$	(57)	$	70,938	Net sales and revenue	$	25,831	$	3,280	$	38	$	29,149	$	25	$	3,561	$	(26)	$	32,709

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Adjustments to sales incentives for previously recognized sales increased revenue by ~~$470 million and were~~an insignificant amount in the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~

2020.

Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service contracts of ~~$2.3 billion and $2.2~~$2.4 billion at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, which are included in Accrued liabilities and Other liabilities. We recognized revenue of ~~$241~~$395 million and ~~$627~~$386 million related to contract liabilities in the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~$469 million and $902 million in the three and six months ended June 30, 2019.~~2020. We expect to recognize revenue of ~~$651~~$969 million in the ~~six~~nine months ending December 31, ~~2020~~2021 and ~~$718~~$598 million, ~~$381~~$382 million and ~~$533~~$499 million in the years ending December 31, ~~2021,~~ 2022, 2023 and thereafter related to contract liabilities at ~~June 30, 2020.~~

March 31, 2021.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 4.3. Marketable and Other Securities

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


		Fair Value Level	June 30, 2020		December 31, 2019			Fair Value Level		March 31, 2021		December 31, 2020
Cash and cash equivalents	Cash and cash equivalents						Cash and cash equivalents
Cash and time deposits~~(a)~~	Cash and time deposits~~(a)~~		$	13,203	$	6,828	Cash and time deposits~~(a)~~			$	7,294	$	8,010
Available-for-sale debt securities	Available-for-sale debt securities						Available-for-sale debt securities
U.S. government and agencies	U.S. government and agencies	2	3,879		1,484		U.S. government and agencies	2		631		1,370
Corporate debt	Corporate debt	2	3,318		5,863		Corporate debt	2		5,516		3,476
Sovereign debt	Sovereign debt	2	2,250		2,123		Sovereign debt	2		3,055		2,051
Total available-for-sale debt securities – cash equivalents	Total available-for-sale debt securities – cash equivalents		9,447		9,470		Total available-for-sale debt securities – cash equivalents			9,202		6,897
Money market funds	Money market funds	1	5,578		2,771		Money market funds	1		5,113		5,085
Total cash and cash equivalents~~(b)~~(a)	Total cash and cash equivalents~~(b)~~(a)		$	28,228	$	19,069	Total cash and cash equivalents~~(b)~~(a)			$	21,609	$	19,992
Marketable debt securities	Marketable debt securities						Marketable debt securities

U.S. government and agencies~~(c)~~	U.S. government and agencies~~(c)~~	2	$	3,435	$	226	U.S. government and agencies~~(c)~~	2		$	927	$	1,771
Corporate debt	Corporate debt	2	3,552		2,932		Corporate debt	2		3,099		3,630
Mortgage and asset-backed	Mortgage and asset-backed	2	641		681		Mortgage and asset-backed	2		594		632
Sovereign debt	Sovereign debt	2	1,626		335		Sovereign debt	2		3,151		3,013
Total available-for-sale debt securities – marketable securities~~(d)~~(b)	Total available-for-sale debt securities – marketable securities~~(d)~~(b)		$	9,254	$	4,174	Total available-for-sale debt securities – marketable securities~~(d)~~(b)			$	7,771	$	9,046
Restricted cash	Restricted cash						Restricted cash
Cash and cash equivalents	Cash and cash equivalents		$	267	$	292	Cash and cash equivalents			$	405	$	269
Money market funds	Money market funds	1	4,145		3,582		Money market funds	1		2,862		2,856
Total restricted cash	Total restricted cash		$	4,412	$	3,874	Total restricted cash			$	3,267	$	3,125

Available-for-sale debt securities included above with contractual maturities~~(e)~~(c)	Available-for-sale debt securities included above with contractual maturities~~(e)~~(c)								Available-for-sale debt securities included above with contractual maturities~~(e)~~(c)
Due in one year or less	Due in one year or less		$	15,333			Due in one year or less			$	13,568
Due between one and five years	Due between one and five years		2,727				Due between one and five years			2,789
Total available-for-sale debt securities with contractual maturities	Total available-for-sale debt securities with contractual maturities		$	18,060			Total available-for-sale debt securities with contractual maturities			$	16,357

__________

(a)Includes ~~$248~~$2.2 billion and $761 million ~~designated exclusively to fund capital expenditures~~ in ~~GM Korea Company (GM Korea)~~Cruise at March 31, 2021 and December 31, ~~2019.~~ ~~NaN amount was designated exclusively to fund GM Korea capital expenditures at June 30,~~ 2020.

(b)~~Includes $1.2~~Includes $1.9 billion and ~~$2.3 billion in Cruise at June 30, 2020 and December 31, 2019.~~

~~(c)Includes $505 million of marketable debt securities pending cash settlement at June 30, 2020.~~

~~(d)Includes $960 million and $266~~$943 million in Cruise at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

~~(e)~~(c)Excludes mortgage- and asset-backed securities of ~~$641~~$594 million at ~~June 30, 2020~~March 31, 2021 as these securities are not due at a single maturity date.

Proceeds from the sale of available-for-sale debt ~~investments~~securities sold prior to maturity we~~re $554~~were $504 million and ~~$486~~$366 million in the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $920 million and $1.1 billion in the six months ended June 30, 2020 and 2019.~~2020. Net unrealized gains and losses on available-for-sale debt securities were insignificant in the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. Cumulative unrealized gains and losses on available-for-sale debt securities were insignificant at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

We liquidated our remaining shares in Lyft, Inc. (Lyft) in the three months ended June 30, 2020. We recorded an unrealized loss of $65 million and an unrealized gain of $220 million in Interest income and other non-operating income, net in the three and six months ended June 30, 2019.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

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


	~~June 30, 2020~~March 31, 2021
Cash and cash equivalents	$	~~28,228~~21,609
Restricted cash included in Other current assets	~~3,930~~2,702
Restricted cash included in Other assets	~~482~~565
Total	$	~~32,640~~24,876

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 5.4. GM Financial Receivables and Transactions


		June 30, 2020										December 31, 2019											March 31, 2021				December 31, 2020
		Retail		Commercial(a)		Total		Retail		Commercial(a)		Total			Retail		Commercial(a)		Total		Retail		Commercial(a)		Total

GM Financial receivables, net of fees	GM Financial receivables, net of fees	$	46,472	$	7,489	$	53,961	$	42,229	$	11,671	$	53,900	GM Financial receivables, net of fees	$	53,397	$	6,710	$	60,107	$	51,288	$	8,682	$	59,970
Less: allowance for loan losses	Less: allowance for loan losses	(2,044)		(67)		(2,111)		(866)		(78)		(944)		Less: allowance for loan losses	(1,784)		(51)		(1,835)		(1,915)		(63)		(1,978)
GM Financial receivables, net	GM Financial receivables, net	$	44,428	$	7,422	$	51,850	$	41,363	$	11,593	$	52,956	GM Financial receivables, net	$	51,613	$	6,659	$	58,272	$	49,373	$	8,619	$	57,992

Fair value of GM Financial receivables utilizing Level 2 inputs	Fair value of GM Financial receivables utilizing Level 2 inputs					$	7,422					$	11,593	Fair value of GM Financial receivables utilizing Level 2 inputs					$	6,659					$	8,619
Fair value of GM Financial receivables utilizing Level 3 inputs	Fair value of GM Financial receivables utilizing Level 3 inputs					$	46,603					$	41,973	Fair value of GM Financial receivables utilizing Level 3 inputs					$	53,524					$	51,645

__________

(a)Net of dealer cash management balances of ~~$1.3~~$1.5 billion and $~~1.2~~1.4 billion at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Allowance for loan losses at beginning of period	Allowance for loan losses at beginning of period	$	1,966	$	924	$	944	$	911	Allowance for loan losses at beginning of period	$	1,978	$	944
Impact of adoption ASU 2016-13 (Note 1)		—		—		801		—
Impact of adoption ASU 2016-13										Impact of adoption ASU 2016-13	0		801
Provision for loan losses	Provision for loan losses	327		179		793		354		Provision for loan losses	(26)		466
Charge-offs	Charge-offs	(273)		(279)		(613)		(588)		Charge-offs	(253)		(340)
Recoveries	Recoveries	91		132		247		277		Recoveries	150		156
Effect of foreign currency	Effect of foreign currency	—		1		(61)		3		Effect of foreign currency	(14)		(61)
Allowance for loan losses at end of period	Allowance for loan losses at end of period	$	2,111	$	957	$	2,111	$	957	Allowance for loan losses at end of period	$	1,835	$	1,966

The ~~provision~~allowance for loan losses ~~increased~~decreased by $131 million as of March 31, 2021 compared to March 31, 2020, primarily due to ~~increased expected charge-offs and decreased expected recoveries~~a reduction in the reserve levels established at March 31, 2020 at the onset of the COVID-19 pandemic, as a result of ~~the~~actual credit performance that was better than forecast; and favorable expectations for future charge-offs and recoveries, reflecting improved forecast economic ~~impact of the novel strain of the coronavirus (COVID-19) pandemic.~~conditions.

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

Year of Origination June 30, 2020 December 31, 2019
2020 2019 2018 2017 2016 2015 Prior Total Percent Total Percent
Prime – FICO score 680 and greater $ 10,305 $ 9,009 $ 6,056 $ 2,774 $ 940 $ 253 $ 9 $ 29,346 63.2 % $ 25,400 60.1 %
Near-prime – FICO score 620 to 679 1,785 2,533 1,574 828 340 138 25 7,223 15.5 % 6,862 16.3 %
Sub-prime – FICO score less than 620 1,917 3,178 1,982 1,440 833 396 157 9,903 21.3 % 9,967 23.6 %
Retail finance receivables, net of fees $ 14,007 $ 14,720 $ 9,612 $ 5,042 $ 2,113 $ 787 $ 191 $ 46,472 100.0 % $ 42,229 100.0 %


	Year of Origination												March 31, 2021
	2021		2020		2019		2018		2017		Prior		Total		Percent
Prime – FICO score 680 and greater	$	5,554	$	17,004	$	6,171	$	3,841	$	1,565	$	478	$	34,613	64.8	%
Near-prime – FICO score 620 to 679	1,167		3,377		1,870		1,062		509		231		8,216		15.4	%
Sub-prime – FICO score less than 620	1,227		3,516		2,611		1,517		994		703		10,568		19.8	%
Retail finance receivables, net of fees	$	7,948	$	23,897	$	10,652	$	6,420	$	3,068	$	1,412	$	53,397	100.0	%


	Year of Origination												December 31, 2020
	2020		2019		2018		2017		2016		Prior		Total		Percent
Prime – FICO score 680 and greater	$	18,685	$	7,033	$	4,491	$	1,917	$	555	$	119	$	32,800	64.0	%
Near-prime – FICO score 620 to 679	3,695		2,097		1,232		603		225		83		7,935		15.4	%
Sub-prime – FICO score less than 620	3,803		2,920		1,740		1,173		610		307		10,553		20.6	%
Retail finance receivables, net of fees	$	26,183	$	12,050	$	7,463	$	3,693	$	1,390	$	509	$	51,288	100.0	%

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

GM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, GM Financial generally has the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of ~~$907~~$538 million and ~~$875~~$714 million at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The following ~~table is a~~tables are consolidated ~~summary~~summaries of the delinquency status of the outstanding amortized cost of retail finance receivables for each vintage of the portfolio at ~~June 30,~~March 31, 2021 and December 31, 2020, as well as summary totals for March 31, 2020:

Year of Origination June 30, 2020 June 30, 2019
2020 2019 2018 2017 2016 2015 Prior Total Percent Total(a) Percent
Current $ 13,875 $ 14,234 $ 9,224 $ 4,752 $ 1,930 $ 689 $ 148 $ 44,852 96.5 %
31-to-60 days 86 295 236 181 114 61 25 998 2.2 % $ 1,083 2.5 %
Greater-than-60 days 44 183 147 106 67 36 18 601 1.3 % 498 1.2 %
Finance receivables more than 30 days delinquent 130 478 383 287 181 97 43 1,599 3.5 % 1,581 3.7 %
In repossession 2 8 5 3 2 1 — 21 — % 48 0.1 %
Finance receivables more than 30 days delinquent or in repossession 132 486 388 290 183 98 43 1,620 3.5 % $ 1,629 3.8 %
Retail finance receivables, net of fees $ 14,007 $ 14,720 $ 9,612 $ 5,042 $ 2,113 $ 787 $ 191 $ 46,472 100.0 %

~~__________~~

~~(a)Represents the contractual amounts of delinquent retail finance receivables, which is not significantly different than the outstanding amortized cost for such receivables.~~


	Year of Origination												March 31, 2021				March 31, 2020
	2021		2020		2019		2018		2017		Prior		Total		Percent		Total		Percent
0-to-30 days	$	7,934	$	23,640	$	10,363	$	6,218	$	2,927	$	1,285	$	52,367	98.1	%	$	40,856	96.2	%
31-to-60 days	13		179		204		148		104		93		741		1.4	%	1,157		2.7	%
Greater-than-60 days	1		68		75		48		34		31		257		0.5	%	441		1.1	%
Finance receivables more than 30 days delinquent	14		247		279		196		138		124		998		1.9	%	1,598		3.8	%
In repossession	0		10		10		6		3		3		32		0	%	20		0	%
Finance receivables more than 30 days delinquent or in repossession	14		257		289		202		141		127		1,030		1.9	%	1,618		3.8	%
Retail finance receivables, net of fees	$	7,948	$	23,897	$	10,652	$	6,420	$	3,068	$	1,412	$	53,397	100.0	%	$	42,474	100.0	%


	Year of Origination												December 31, 2020
	2020		2019		2018		2017		2016		Prior			Total		Percent
0-to-30 days	$	25,894	$	11,591	$	7,131	$	3,454	$	1,249	$	421		$	49,740	97.0	%
31-to-60 days	210		325		235		170		102		61			1,103		2.1	%
Greater-than-60 days	72		123		90		64		37		26			412		0.8	%
Finance receivables more than 30 days delinquent	282		448		325		234		139		87			1,515		2.9	%
In repossession	7		11		7		5		2		1			33		0.1	%
Finance receivables more than 30 days delinquent or in repossession	289		459		332		239		141		88			1,548		3.0	%
Retail finance receivables, net of fees	$	26,183	$	12,050	$	7,463	$	3,693	$	1,390	$	509		$	51,288	100.0	%

The outstanding amortized cost of retail finance receivables that are considered ~~TDRs~~troubled debt restructurings was ~~$2.3~~$2.1 billion at ~~June 30, 2020,~~March 31, 2021, including ~~$320~~$214 million in nonaccrual loans.

Commercial Finance Receivables GM Financial's commercial finance receivables consist of dealer financings, primarily for inventory purchases. Proprietary models are used to assign a risk rating to each dealer. GM Financial performs periodic credit reviews of each dealership and adjusts the dealership's risk rating, if necessary. ~~The~~There were no commercial finance receivables on nonaccrual status ~~were~~ ~~insignificant~~ at ~~June 30, 2020.~~March 31, 2021.

~~Prior to January 1, 2020,~~

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

GM ~~Financial estimated the allowance for loan losses based on an analysis of the experience of comparable~~Financial's commercial lenders. Effective January 1, 2020, GM Financial establishes the allowance for loan losses based on historical loss experience for the consolidated portfolio, in addition to forecast for industry vehicle sales. The updatedrisk model and risk rating categories are as follows:


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

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

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


		Year of Origination(a)																												June 30, 2020									Year of Origination(a)		March 31, 2021
		Revolving		2020		2019		2018		2017		2016		2015		Prior		Total		Percent			Revolving		2021		2020		2019		2018		2017		Prior		Total		Percent
I	I	$	5,989	$	134	$	226	$	81	$	102	$	127	$	61	$	8	$	6,728	89.8	%	I	$	5,206	$	106	$	473	$	134	$	53	$	91	$	50	$	6,113	91.1	%
II	II	388		1		7		3		21		4		13		22		459		6.1	%	II	346		2		2		17		1		3		10		381		5.7	%
III	III	247		—		8		29		2		10		1		—		297		4.0	%	III	149		9		4		8		28		2		15		215		3.2	%
IV	IV	1		—		—		—		—		—		4		—		5		0.1	%	IV	1		0		0		0		0		0		0		1		0	%
Commercial finance receivables, net of fees	Commercial finance receivables, net of fees	$	6,625	$	135	$	241	$	113	$	125	$	141	$	79	$	30	$	7,489	100.0	%	Commercial finance receivables, net of fees	$	5,702	$	117	$	479	$	159	$	82	$	96	$	75	$	6,710	100.0	%

__________

(a)Floorplan advances comprise ~~97%~~94% of the total revolving balance. Dealer term loans are presented by year of origination.


	Year of Origination(a)														December 31, 2020
	Revolving		2020		2019		2018		2017		2016		Prior			Total		Percent
I	$	6,968	$	510	$	159	$	63	$	95	$	43	$	19		$	7,857	90.5	%
II	491		2		18		2		3		18		34			568		6.5	%
III	203		0		8		29		2		11		0			253		2.9	%
IV	0		0		0		0		0		0		4			4		0.1	%
Commercial finance receivables, net of fees	$	7,662	$	512	$	185	$	94	$	100	$	72	$	57		$	8,682	100.0	%

__________

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Condensed Consolidated Balance Sheets(a)	Condensed Consolidated Balance Sheets(a)					Condensed Consolidated Balance Sheets(a)
Commercial finance receivables, net due from GM consolidated dealers	Commercial finance receivables, net due from GM consolidated dealers	$	395	$	478	Commercial finance receivables, net due from GM consolidated dealers	$	313	$	398
Finance receivables from GM subsidiaries		$	17	$	39

Subvention receivable(b)	Subvention receivable(b)	$	618	$	676	Subvention receivable(b)	$	668	$	642
Loans receivable(b)		$	947	$	—

Commercial loan funding payable	Commercial loan funding payable	$	52	$	74	Commercial loan funding payable	$	61	$	23


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Condensed Consolidated Statements of Income	Condensed Consolidated Statements of Income									Condensed Consolidated Statements of Income
Interest subvention earned on finance receivables	Interest subvention earned on finance receivables	$	162	$	147	$	318	$	295	Interest subvention earned on finance receivables	$	188	$	156
Leased vehicle subvention earned	Leased vehicle subvention earned	$	765	$	818	$	1,570	$	1,653	Leased vehicle subvention earned	$	721	$	805

__________

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

(b)~~Cash paid by~~Our Automotive segments made cash payments to GM Financial for subvention ~~was~~of ~~$967 million~~$1.0 billion and ~~$959 million~~$1.1 billion in the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $2.0 billion~~ ~~in the six months ended June 30, 2020 and 2019.~~ ~~Loans receivable include amounts funded to Automotive segments primarily in the amount of subvention owed to GM Financial in the three months ended June 30,~~ 2020.

GM Financial's Board of Directors declared and paid dividends of ~~$400~~$600 million and ~~$800~~$400 million on its common stock in the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020.

Note 6.5. Inventories


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Total productive material, supplies and work in process	Total productive material, supplies and work in process	$	5,149	$	4,713	Total productive material, supplies and work in process	$	6,927	$	5,117
Finished product, including service parts	Finished product, including service parts	5,131		5,685		Finished product, including service parts	5,139		5,118
Total inventories	Total inventories	$	10,280	$	10,398	Total inventories	$	12,066	$	10,235

11Inventories at March 31, 2021 increased primarily due to certain vehicles being manufactured without final components as a result of the global semiconductor supply shortage.

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

Note 7.6. Equipment on Operating Leases

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


	March 31, 2021		December 31, 2020
Equipment on operating leases	$	50,286	$	50,000
Less: accumulated depreciation	(9,943)		(10,181)
Equipment on operating leases, net	$	40,343	$	39,819

The ~~current portion~~estimated residual value of ~~net equipment on operating leases is included in Other current assets.~~

June 30, 2020 December 31, 2019
Equipment on operating leases $ 50,685 $ 53,081
Less: accumulated depreciation (11,078) (10,989)
Equipment on operating leases, net $ 39,607 $ 42,092

our leased assets at the end of the lease term was $29.8 billion and $29.2 billion at March 31, 2021 and December 31, 2020.

Depreciation expense related to Equipment on operating leases, net was ~~$1.9~~$1.7 billion and $1.8 billion in the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and$3.7 billionin the six months ended June 30, 2020 and 2019.~~2020.

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

Year Ending December 31,
2020 2021 2022 2023 2024 Total
Lease receipts under operating leases $ 3,333 $ 4,961 $ 2,481 $ 435 $ 19 $ 11,229


	Year Ending December 31,
	2021		2022		2023		2024		2025		Thereafter		Total
Lease receipts under operating leases	$	4,824	$	4,420	$	2,049	$	254	$	7	$	0	$	11,554

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 8.7. Equity in Net Assets of Nonconsolidated Affiliates

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Automotive China equity income $ 169 $ 235 $ 2 $ 611
Other joint ventures equity income 43 36 78 74
Total Equity income $ 212 $ 271 $ 80 $ 685
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).


	Three Months Ended
	March 31, 2021		March 31, 2020
Automotive China equity income (loss)	$	308	$	(167)
Other joint ventures equity income	57		35
Total Equity income (loss)	$	365	$	(132)

There have been 0 significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, ~~2019.~~2020.


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Summarized Operating Data of Automotive China JVs	Summarized Operating Data of Automotive China JVs									Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales	Automotive China JVs' net sales	$	9,239	$	9,002	$	13,560	$	19,148	Automotive China JVs' net sales	$	9,875	$	4,321
Automotive China JVs' net income		$	562	$	499	$	214	$	1,266
Automotive China JVs' net income (loss)										Automotive China JVs' net income (loss)	$	586	$	(348)

Dividends declared but not paid from our nonconsolidated affiliates were ~~$526 million and an~~ insignificant ~~amount~~ at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. Dividends received from our nonconsolidated affiliates were $525 million and $526 million in the three and six months ended June 30, 2020 and $941 million in the three and six months ended June 30, 2019. Undistributed earnings from our nonconsolidated affiliates were $1.7 billion and $2.1 billion at June 30, 2020 and December 31, 2019.

~~Note 9.~~insignificant~~Goodwill~~

We had Goodwill of $1.9 billion at June 30, 2020, which includes $1.3 billion related to GM Financial's North America reporting unit. Since December 31, 2019, the COVID-19 pandemic has caused material disruption to businesses, resulting in an economic slowdown. The economic and social uncertainty resulting from the COVID-19 pandemic indicated that it was more likely than not that a goodwill impairment existed at March 31, 2020 for GM Financial's North America reporting unit. Therefore, in the three months ended March 31, ~~2020,~~2021 and 2020. Undistributed earnings from our nonconsolidated affiliates we ~~performed an event-driven goodwill impairment test for GM Financial's North America reporting unit~~re $1.9 billion and ~~determined no goodwill impairment existed.~~

~~The fair value of GM Financial's North America reporting unit~~$1.6 billion at March 31, ~~2020 was determined based on valuation techniques using the best available information, primarily discounted cash flow projections. We make significant assumptions~~2021 and ~~estimates about the extent and timing of future cash flows. There can be no assurance that anticipated financial results will~~

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

be achieved. Under multiple scenarios, including fully weighting the downside cash flow scenario, the estimated fair value of GM Financial's North America reporting unit at March 31, 2020 exceeded its carrying amount. During the three months ended June 30, 2020, we noted no further material deterioration in our economic performance or outlook that would indicate further testing of goodwill impairment was warranted. Future goodwill impairment could be recognized should economic uncertainty continue, thereby resulting in a prolonged economic slowdown and a corresponding decline in the fair value of our reporting units.

Note ~~10.~~8. Variable Interest Entities

Consolidated VIEs

Automotive Financing- GM Financial

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

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


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Restricted cash – current	Restricted cash – current	$	2,269	$	2,202	Restricted cash – current	$	2,488	$	2,190
Restricted cash – non-current	Restricted cash – non-current	$	401	$	441	Restricted cash – non-current	$	476	$	449
GM Financial receivables, net of fees – current	GM Financial receivables, net of fees – current	$	15,457	$	19,081	GM Financial receivables, net of fees – current	$	14,840	$	17,211
GM Financial receivables, net of fees – non-current	GM Financial receivables, net of fees – non-current	$	14,009	$	15,921	GM Financial receivables, net of fees – non-current	$	14,485	$	15,107
GM Financial equipment on operating leases, net	GM Financial equipment on operating leases, net	$	19,172	$	14,464	GM Financial equipment on operating leases, net	$	17,461	$	16,322
GM Financial short-term debt and current portion of long-term debt	GM Financial short-term debt and current portion of long-term debt	$	24,245	$	23,952	GM Financial short-term debt and current portion of long-term debt	$	18,228	$	20,450
GM Financial long-term debt	GM Financial long-term debt	$	15,961	$	15,819	GM Financial long-term debt	$	21,381	$	18,974

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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

Nonconsolidated VIEs

Automotive

13Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to ensure that our supply needs for production are met or are not disrupted. Our variable interests in these nonconsolidated VIEs include equity investments, accounts and loans receivable, committed financial support and other off-balance sheet arrangements. The carrying amounts of assets and liabilities related to our nonconsolidated VIEs were insignificant at March 31, 2021 and December 31, 2020. Our maximum exposure to loss as a result of our involvement with these VIEs was $1.2 billion, inclusive of $676 million and $776 million in committed capital contributions to Ultium Cells LLC at March 31, 2021 and December 31, 2020. We currently lack the power through voting or similar rights to direct the activities of these entities that most significantly affect their economic performance.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Note ~~11.~~9. Debt

Automotive The following table presents debt in our automotive operations:


		June 30, 2020							December 31, 2019									March 31, 2021					December 31, 2020
		Carrying Amount		Fair Value			Carrying Amount		Fair Value				Carrying Amount		Fair Value			Carrying Amount		Fair Value
Secured debt	Secured debt	$	274	$	272		$	167	$	165		Secured debt	$	302	$	321		$	303	$	332
Unsecured debt	Unsecured debt	34,308		36,093			13,909		15,247			Unsecured debt	16,968		20,270			16,929		20,988
Finance lease liabilities	Finance lease liabilities	339		605			310		516			Finance lease liabilities	282		299			237		256
Total automotive debt(a)	Total automotive debt(a)	$	34,921	$	36,970		$	14,386	$	15,928		Total automotive debt(a)	$	17,552	$	20,890		$	17,469	$	21,576

Fair value utilizing Level 1 inputs	Fair value utilizing Level 1 inputs			$	17,660				$	13,628		Fair value utilizing Level 1 inputs			$	19,112				$	19,826
Fair value utilizing Level 2 inputs	Fair value utilizing Level 2 inputs			$	19,310				$	2,300		Fair value utilizing Level 2 inputs			$	1,778				$	1,750

Available under credit facility agreements(b)	Available under credit facility agreements(b)			$	2,335				$	17,285		Available under credit facility agreements(b)			$	18,210				$	18,222
Weighted-average interest rate on outstanding short-term debt(c)	Weighted-average interest rate on outstanding short-term debt(c)			3.9		%			4.9		%	Weighted-average interest rate on outstanding short-term debt(c)			3.9		%			3.8		%
Weighted-average interest rate on outstanding long-term debt(c)	Weighted-average interest rate on outstanding long-term debt(c)			3.5		%			5.4		%	Weighted-average interest rate on outstanding long-term debt(c)			5.6		%			5.6		%

__________

(a)Includes net discount and debt issuance costs of ~~$514~~$529 million and $540 million at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

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

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

Unsecured debt primarily consists of ~~revolving credit facilities and~~ senior notes. In April 2021, we increased the ~~six months ended June 30, 2020, we borrowed: (1) $3.4 billion against~~total borrowing capacity of our ~~three-year, $4.0 billion facility; (2)~~ ~~$2.0 billion against our~~ ~~three-year, $3.0 billion facility, which reduced to $2.0 billion in May 2020 (three-year, $2.0 billion transformation facility); and (3) $10.5 billion~~ ~~against our~~ ~~five-year,~~five-year, $10.5 billion facility ~~with maturity dates ranging from 2021~~ to ~~2023.~~

In$11.2 billion and extended the termination date for a $9.9 billion portion of the five-year facility by three years, now set to mature on April ~~2020, we~~18, 2026. The termination date of April 18, 2023 for the remaining portion of the five-year facility remains unchanged. We also renewed and increased the total borrowing capacity of our three-year, $4.0 billion facility to $4.3 billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0 billion facility ~~designated~~allocated for exclusive use by GM Financial, ~~for an additional 364-day term and extended $3.6 billion of the~~ ~~three-year, $4.0 billion facility for an additional year expiring in~~which now matures on April 6, 2022. ~~The remaining portion will expire in April 2021, unless extended. As part of the extension of the~~ ~~three-year, $4.0 billion facility, we have agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the~~ ~~three-year, $2.0 billion transformation facility. In addition, we are restricted from paying dividends on~~We also terminated our ~~common shares if outstanding borrowings under the revolving credit facilities exceed $5.0 billion, with the exception of the~~ ~~three-year, $2.0 billion transformation facility.~~

In May 2020, we issued $4.0 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 6.11% and maturity dates ranging from 2023 to 2027. The notes are governed by a sixth supplemental indenture and the same base indenture that governs our existing notes, which contains terms and covenants customary for these types of securities, including a limitation on the amount of certain secured debt we may incur. The net proceeds from the issuance of these senior unsecured notes provide additional financial flexibility and will be used for general corporate purposes. In May 2020, we also entered into a new unsecured 364-day, $2.0 billion revolving credit facility, ~~as an additional source of available liquidity.~~entered into in May 2020. Additionally, the prior restrictions on share repurchases and dividends on our common shares were removed upon entrance into the renewed three-year, $4.3 billion facility.

~~GM Financial~~
~~The following table presents debt of GM Financial:~~

June 30, 2020 December 31, 2019
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt $ 40,308 $ 40,673 $ 39,959 $ 40,160
Unsecured debt 51,944 52,017 48,979 50,239
Total GM Financial debt $ 92,252 $ 92,690 $ 88,938 $ 90,399
Fair value utilizing Level 2 inputs $ 91,237 $ 88,481
Fair value utilizing Level 3 inputs $ 1,453 $ 1,918

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

GM Financial The following table presents debt of GM Financial:


	March 31, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	$	39,965	$	40,292	$	39,982	$	40,380
Unsecured debt	53,730		55,621		52,443		54,568
Total GM Financial debt	$	93,695	$	95,913	$	92,425	$	94,948

Fair value utilizing Level 2 inputs			$	94,210			$	92,922
Fair value utilizing Level 3 inputs			$	1,703			$	2,026

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 108 to our condensed consolidated financial statements for additional information on GM Financial's involvement with VIEs. GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured credit facilities. The weighted-average interest rate on secured debt was ~~2.42%~~ at June 30, 2020. The revolving credit facilities have maturity dates ranging from 2020 to 2026 and securitization notes payable have maturity dates ranging from 2020 to 2027. At the end of the revolving period, if not renewed, the debt of revolving credit facilities will amortize over a defined period. In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, GM Financial renewed revolving credit facilities with total borrowing capacity of ~~$14.5~~$6.0 billion and issued ~~$9.0~~$8.2 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~1.71%~~0.82% and maturity dates ranging from ~~2021~~2022 to ~~2027.~~2028.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. ~~Senior notes outstanding at June 30, 2020 have maturity dates ranging from 2020 through 2030 and have a weighted-average interest rate of 3.38%.~~ In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, GM Financial issued ~~$5.9~~$3.8 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~3.41%~~1.44% and maturity dates ranging from ~~2023~~2025 to ~~2030.~~2031.

~~Unsecured credit facilities and other unsecured debt have original maturities of up to four years. The weighted-average~~In April 2021, GM Financial issued $2.3 billion in senior notes with a weighted average interest rate ~~on these credit facilities~~of 1.60% and ~~other unsecured debt was 3.15% at June 30, 2020.~~

~~Contractual Maturities~~ ~~The following table summarizes contractual maturities including finance leases at June 30, 2020:~~

Automotive Automotive Financing Total
2020 (July 1, 2020 to December 31, 2020) $ 1,489 $ 21,693 $ 23,182
2021 1,908 27,507 29,415
2022 5,160 14,878 20,038
2023 13,010 9,329 22,339
2024 75 6,170 6,245
2025 2,540 6,265 8,805
Thereafter 11,253 5,941 17,194
$ 35,435 $ 91,783 $ 127,218

maturity dates ranging from 2024 to 2028.

Note ~~12.~~10. Derivative Financial Instruments

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


		Fair Value Level	June 30, 2020		December 31, 2019			Fair Value Level	March 31, 2021		December 31, 2020

Derivatives not designated as hedges(a)	Derivatives not designated as hedges(a)						Derivatives not designated as hedges(a)
Foreign currency	Foreign currency	2	$	4,236	$	5,075	Foreign currency	2	$	1,963	$	2,195

Commodity	Commodity	2	451		806		Commodity	2	631		341
PSA warrants(b)		2	45		45
Stellantis warrants, formerly known as PSA warrants(b)							Stellantis warrants, formerly known as PSA warrants(b)	2	47		49
Total derivative financial instruments	Total derivative financial instruments		$	4,732	$	5,926	Total derivative financial instruments		$	2,641	$	2,585

__________

(a)The fair value of these derivative instruments at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 and the gains/losses included in our condensed consolidated income statements for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were insignificant, unless otherwise noted.

(b)As a result of the merger of Peugeot, S.A. (PSA Group) and Fiat Chrysler Automobiles N.V. on January 16, 2021, our 39.7 million warrants in Stellantis N.V. (Stellantis) will convert into 69.2 million common shares of Stellantis upon exercise. These warrants will continue to be governed by the same terms and conditions that were applicable prior to the merger. The fair value of ~~the~~these warrants, ~~issued by Peugeot, S.A. (PSA Group) included~~located in Other assets, was ~~$659 million~~$1.3 billion and ~~$964 million~~$1.1 billion at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. We recorded ~~gains~~a gain of $210 million and loss of $417 million in Interest income and other non-operating income, net ~~of $114 million and $32 million~~ in the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and losses of $303 million and gains of $171 million in the six months ended June 30, 2020 and 2019.~~2020.

We estimate the fair value of the ~~PSA~~Stellantis warrants using a Black-Scholes formula. The significant inputs to the model include the ~~PSA Group~~Stellantis stock price and the estimated dividend yield. We are entitled to receive any dividends declared by ~~PSA Group~~Stellantis through the conversion date upon exercise of the warrants.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		Fair Value Level	June 30, 2020										December 31, 2019										Fair Value Level		March 31, 2021				December 31, 2020
			Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities				Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Derivatives designated as hedges(a)	Derivatives designated as hedges(a)														Derivatives designated as hedges(a)
Fair value hedges	Fair value hedges														Fair value hedges
Interest rate swaps	Interest rate swaps	2	$	10,894	$	609	$	—	$	9,458	$	234	$	23	Interest rate swaps	2	$	14,309	$	251	$	171	$	10,064	$	463	$	13
Foreign currency swaps	Foreign currency swaps	2	1,797		26		68		1,796		22		71		Foreign currency swaps	2	1,881		81		37		1,958		128		9
Cash flow hedges	Cash flow hedges														Cash flow hedges
Interest rate swaps	Interest rate swaps	2	964		—		32		590		—		6		Interest rate swaps	2	878		2		18		921		0		27
Foreign currency swaps	Foreign currency swaps	2	5,143		26		302		4,429		40		119		Foreign currency swaps	2	6,343		201		98		5,626		278		47
Derivatives not designated as hedges(a)	Derivatives not designated as hedges(a)														Derivatives not designated as hedges(a)
Interest rate contracts	Interest rate contracts	2	112,403		1,045		807		92,400		340		300		Interest rate contracts	2	110,961		839		453		110,997		954		576

Total derivative financial instruments(b)	Total derivative financial instruments(b)		$	131,201	$	1,706	$	1,209	$	108,673	$	636	$	519	Total derivative financial instruments(b)		$	134,372	$	1,374	$	777	$	129,566	$	1,823	$	672

__________

(a)The gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.

(b)GM Financial held ~~$778~~$450 million and ~~$210~~$728 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted ~~$274 million and~~ an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

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

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

June 30, 2020 December 31, 2019
Carrying Amount of Hedged Items Cumulative Amount of Fair Value Hedging Adjustments(a) Carrying Amount of Hedged Items Cumulative Amount of Fair Value Hedging Adjustments(a)
GM Financial unsecured debt $ 24,203 $ (648) $ 20,397 $ (77)


	March 31, 2021				December 31, 2020
	Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)		Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)
Short-term unsecured debt	$	4,365	$	(54)	$	4,858	$	(69)
Long-term unsecured debt	19,266		(257)		18,457		(670)
GM Financial unsecured debt	$	23,631	$	(311)	$	23,315	$	(739)

__________

(a)Includes ~~an insignificant amount~~$201 million and $200 million of ~~amortization~~unamortized gains remaining on hedged items for which hedge accounting has been discontinued at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note ~~13.~~11. Accrued and Other Liabilities


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Accrued liabilities	Accrued liabilities					Accrued liabilities
Dealer and customer allowances, claims and discounts	Dealer and customer allowances, claims and discounts	$	6,855	$	10,402	Dealer and customer allowances, claims and discounts	$	5,995	$	7,300
Deferred revenue	Deferred revenue	3,106		3,234		Deferred revenue	3,104		3,132
Product warranty and related liabilities	Product warranty and related liabilities	2,728		2,987		Product warranty and related liabilities	3,113		3,048
Payrolls and employee benefits excluding postemployment benefits	Payrolls and employee benefits excluding postemployment benefits	1,573		1,969		Payrolls and employee benefits excluding postemployment benefits	1,091		1,864
Other	Other	8,465		7,895		Other	7,506		7,725
Total accrued liabilities	Total accrued liabilities	$	22,727	$	26,487	Total accrued liabilities	$	20,809	$	23,069

Other liabilities	Other liabilities					Other liabilities
Deferred revenue	Deferred revenue	$	2,696	$	2,962	Deferred revenue	$	2,695	$	2,715
Product warranty and related liabilities	Product warranty and related liabilities	4,312		4,811		Product warranty and related liabilities	4,964		5,193
Operating lease liabilities	Operating lease liabilities	960		1,010		Operating lease liabilities	945		969
Employee benefits excluding postemployment benefits	Employee benefits excluding postemployment benefits	724		704		Employee benefits excluding postemployment benefits	827		822
Postemployment benefits including facility idling reserves	Postemployment benefits including facility idling reserves	617		633		Postemployment benefits including facility idling reserves	738		739
Other	Other	2,594		3,026		Other	2,997		3,009
Total other liabilities	Total other liabilities	$	11,903	$	13,146	Total other liabilities	$	13,166	$	13,447


	Three Months Ended
	March 31, 2021		March 31, 2020
Product Warranty and Related Liabilities
Warranty balance at beginning of period	$	8,242	$	7,798
Warranties issued and assumed in period – recall campaigns	120		117
Warranties issued and assumed in period – product warranty	443		498
Payments	(733)		(881)
Adjustments to pre-existing warranties	11		(19)
Effect of foreign currency and other	(6)		(115)
Warranty balance at end of period	$	8,077	$	7,398

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Product Warranty and Related Liabilities
Warranty balance at beginning of period $ 7,398 $ 7,552 $ 7,798 $ 7,590
Warranties issued and assumed in period – recall campaigns 41 128 158 252
Warranties issued and assumed in period – product warranty 220 529 718 1,056
Payments (652) (728) (1,533) (1,460)
Adjustments to pre-existing warranties (1) (57) (20) (22)
Effect of foreign currency and other 34 15 (81) 23
Warranty balance at end of period $ 7,040 $ 7,439 $ 7,040 $ 7,439

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant a~~t June 30, 2020.~~at March 31, 2021. Refer to Note 1513 to our condensed consolidated financial statements for ~~reasonably possible losses~~more details on Takata Corporation (Takata) matters.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Note ~~14.~~12. Pensions and Other Postretirement Benefits

Three Months Ended June 30, 2020 Three Months Ended June 30, 2019
Pension Benefits Global OPEB Plans Pension Benefits Global OPEB Plans
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 63 $ 37 $ 4 $ 98 $ 29 $ 4
Interest cost 429 88 44 566 118 55
Expected return on plan assets (817) (163) — (871) (192) —
Amortization of prior service cost (credit) (1) 1 (2) (1) 1 (4)
Amortization of net actuarial losses 4 40 18 3 30 7
Net periodic pension and OPEB (income) expense $ (322) $ 3 $ 64 $ (205) $ (14) $ 62


		Six Months Ended June 30, 2020												Six Months Ended June 30, 2019													Three Months Ended March 31, 2021								Three Months Ended March 31, 2020
		Pension Benefits						Global OPEB Plans			Pension Benefits									Global OPEB Plans	Pension Benefits						Global OPEB Plans				Pension Benefits				Global OPEB Plans
		U.S.		Non-U.S.						U.S.			Non-U.S.					Global OPEB Plans	U.S.		Non-U.S.		Global OPEB Plans								Non-U.S.			Global OPEB Plans
Service cost	Service cost	$	125	$	66	$	9	$	196		$	64		$	8	Service cost	$		$	38	$	4			$	29			$	5
Interest cost	Interest cost	858		179		87		1,132			238			109		Interest cost	269		59		31				429				91				43
Expected return on plan assets	Expected return on plan assets	(1,633)		(333)		—		(1,739)			(387)			—		Expected return on plan assets	(795)		(152)		0		(816)				(170)				0
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	(2)		3		(4)		(2)			2			(7)		Amortization of prior service cost (credit)	(1)		1		(2)		(1)				2				(2)
Amortization of net actuarial losses	Amortization of net actuarial losses	8		82		37		6			59			15		Amortization of net actuarial losses	7		54		25		4				42				19

Net periodic pension and OPEB (income) expense	Net periodic pension and OPEB (income) expense	$	(644)	$	(3)	$	129	$	(407)		$	(24)		$	125	Net periodic pension and OPEB (income) expense	$	(455)	$	0	$	58	$	(322)			$	(6)			$	65

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The non-service cost components of net periodic pension and other postretirement benefits (OPEB) income o~~f $336~~of $483 million and ~~$232~~$338 million in the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019 and $674 million~~ ~~and $462 million in the six months ended June 30, 2020 and 2019~~ are presented in Interest income and other non-operating income, net.

Note ~~15.~~13. Commitments and Contingencies

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. We identify below the material individual proceedings and investigations where we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had accruals of ~~$1.2~~ $1.1 billion and ~~$1.3~~$1.2 billion in Accrued liabilities and Other liabilities. In many matters, it is inherently difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss. Accordingly, adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

~~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.

~~Appellate Litigation Regarding Successor Liability Ignition Switch Claims~~ In 2016, the U.S. Court of Appeals for the Second Circuit held that the 2009 order of the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court) approving the sale of substantially all of the assets of Motors Liquidation Company (MLC), formerly known as General Motors Corporation, to GM free and clear of, among other things, claims asserting successor liability for obligations owed by MLC could not be enforced to bar claims against GM asserted by either plaintiffs who purchased used vehicles after the sale or against purchasers who asserted claims relating to the ignition switch defect, including pre-sale personal injury claims and economic-loss claims.

~~Economic-Loss Claims~~ ~~We are aware of over 100~~ putative class actions that were filed against GM in U.S. and Canadian courts alleging that consumers who purchased or leased vehicles manufactured by GM or MLC had been economically harmed by one or more of the 2014 recalls and/or the underlying vehicle conditions associated with those recalls (economic-loss cases).

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

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.

Many of the pending U.S. economic-loss claims have been transferred to, and consolidated in, a single federal court, the U.S. District Court for the Southern District of New York (Southern District). These plaintiffs have asserted economic-loss claims under federal and state laws, including claims relating to recalled vehicles manufactured by GM and claims asserting successor liability relating to certain recalled vehicles manufactured by MLC.

In August 2017, the Southern District granted our motion to dismiss the successor liability claims of plaintiffs in 7 of the 16 states at issue on the motion and called for additional briefing to decide whether plaintiffs' claims can proceed in the other 9 states. In December 2017, the Southern District granted GM's motion and dismissed the plaintiffs' successor liability claims in an additional state, but found that there are genuine issues of material fact that prevent summary judgment for GM in 8 other states. In January 2018, GM moved for reconsideration of certain portions of the Southern District's December 2017 summary judgment ruling. That motion was granted in April 2018, dismissing plaintiffs' successor liability claims in any state where New York law applies.

In September 2018, the Southern District granted our motion to dismiss claims for lost personal time (in 41 out of 47 jurisdictions) and certain unjust enrichment claims, but denied our motion to dismiss plaintiffs’ economic loss claims in 27 jurisdictions under the "manifest defect" rule.

In August 2019, the Southern District granted our motion for summary judgment on plaintiffs’ economic loss “benefit of the bargain” damage claims (the August 2019 Opinion). The Southern District held that plaintiffs’ conjoint analysis-based damages model failed to establish that plaintiffs suffered difference-in-value damages and without such evidence, plaintiffs’ difference-in-value damage claims fail under the laws of all three bellwether states: California, Missouri and Texas. Later in August 2019, the bellwether plaintiffs filed a motion requesting that the Southern District reconsider its summary judgment decision or allow an interlocutory appeal if reconsideration is denied. In December 2019, the Southern District denied plaintiffs' motion for reconsideration of the August 2019 Opinion, but granted the plaintiffs' motion for certification of an interlocutory appeal. On April 1, 2020, the Second Circuit Court of Appeals (the Second Circuit) granted the bellwether plaintiffs' petition seeking leave to appeal the August 2019 Opinion. On April 15, 2020, the bellwether plaintiffs and GM filed a Stipulation to withdraw the appeal from the Second Circuit based on the class settlement agreement described below. Pursuant to the Stipulation, the bellwether plaintiffs can reinstate the appeal no later than April 2021. The Second Circuit endorsed the Stipulation by order on April 16, 2020.

In September 2019, GM filed an updated motion for summary judgment on plaintiffs’ remaining economic loss claims that were not addressed in the Southern District’s August 2019 Opinion and renewed its evidentiary motion seeking to strike the opinions of plaintiff’s expert on plaintiffs’ alleged “lost time” damages associated with having the recall repairs performed.

In March 2020, GM, plaintiffs and the MLC GUC Trust (GUC Trust) reached a settlement agreement (Class Settlement Agreement) to resolve on a national basis the economic loss claims of the proposed settlement class and proposed sub-classes, consisting of consumers who purchased or leased GM vehicles covered by the 7 2014 safety recalls at issue in the Southern District and the Bankruptcy Court. The proposed Class Settlement Agreement provides a common fund of approximately $120 million for settlement class members, of which GM will fund approximately $70 million and the GUC Trust will fund the remaining $50 million. GM will also pay attorneys’ fees and costs that may be awarded by the Southern District to plaintiffs’ counsel up to a maximum of $35 million. In April 2020, the Avoidance Action Trust (AAT), GM and plaintiffs reached a tentative settlement under which the AAT will pay an insignificant amount and will be added as a settling party to the Class Settlement Agreement. During April and May 2020, the Southern District entered orders granting preliminary approval of the Class Settlement Agreement. The deadline for class members to object to or opt-out of the Class Settlement Agreement is October 2020. The final fairness hearing is set for December 2020.

~~Contingently Issuable Shares~~ Under the Amended and Restated Master Sale and Purchase Agreement between GM and MLC, GM was obligated to issue additional shares (Adjustment Shares) of our common stock if allowed general unsecured claims against the GUC Trust, as estimated by the Bankruptcy Court, exceed $35.0 billion. In March 2020, in conjunction with the Class Settlement Agreement, the GUC Trust filed a motion in the Bankruptcy Court seeking approval to enter into and take actions necessary to execute the Class Settlement Agreement, and seeking Bankruptcy Court authorization permitting the GUC Trust to distribute $300 million of GUC Trust assets to its unitholders and entry into a mutual release agreement with GM that would release GM from any and all claims, including any that would require GM to issue any Adjustment Shares. Bankruptcy

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Court approval of the GUC Trust motion is a condition precedent to preliminary approval of the Class Settlement Agreement by the Southern District. In April 2020, the Bankruptcy Court entered an order approving the GUC Trust's motion in its entirety. In May 2020, the approval and the mutual release agreement became binding and enforceable and GM was fully released from its potential Adjustment Shares obligation.

~~Personal Injury Claims~~We also are 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 the 2014 recalls (personal injury cases). In general, these cases seek recovery for purported compensatory damages, punitive damages and/or other relief. Since 2016, several bellwether trials of personal injury cases have taken place in the Southern District and in a Texas state court, which is administering a Texas state multi-district litigation. None of these trials resulted in a finding of liability against GM.

~~Government Matters~~ 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. GM is cooperating with all reasonable pending requests for information. Any existing governmental matters or investigations could in the future result in the imposition of damages, fines, civil consent orders, civil and criminal penalties or other remedies.

The total amount accrued for the 2014 recalls at June 30, 2020 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 to the extent that such matters are probable and can be reasonably estimated. 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 will continue to consider resolution of pending matters involving ignition switch recalls and other recalls where it makes sense to do so.

GM Korea Wage Litigation GM Korea Company (GM Korea) is party to litigation with current and former hourly employees in the appellate court and Incheon District Court in Incheon, Korea. The group actions, which in the aggregate involve more than 10,000 employees, allege that GM Korea failed to include bonuses and certain allowances in its calculation of Ordinary Wages due under Korean regulations. In 2012, the Seoul High Court (an intermediate-level appellate court) affirmed a decision in one of these group actions involving 5 GM Korea employees which was contrary to GM Korea's position. GM Korea appealed to the Supreme Court of the Republic of Korea (Korean Supreme Court). In 2014, the Korean Supreme Court largely agreed with GM’s legal arguments and remanded the case to the Seoul High Court for consideration consistent with earlier Korean 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. In 2015, on reconsideration, the Seoul High Court held in GM Korea’s favor, after which the plaintiffs appealed to the Korean Supreme Court. In July 2020, the Korean Supreme Court held in GM Korea's favor. In light of this decision, we believe the probability that we will incur a material loss is remote and we estimate our loss in excess of amounts accrued is insignificant at June 30, 2020.

~~GM Korea is also~~ party to litigation with current and former salaried employees over ~~allegations relating to Ordinary Wages regulation and~~ whether to include fixed bonuses in the calculation of Ordinary ~~Wages.~~Wages due under Korean regulations. In 2017, the Seoul High Court (an intermediate-level appellate court) held that certain workers are not barred from filing retroactive wage claims. GM Korea appealed this ruling to the ~~Korean~~ Supreme ~~Court.~~Court of the Republic of Korea (Korean Supreme Court). The Korean Supreme Court has not yet rendered a decision. We estimate our reasonably possible loss in excess of amounts accrued to be ~~approximately $170~~approximately $180 million at ~~June 30, 2020.~~March 31, 2021. Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes available or the legal or regulatory frameworks change.

GM Korea is also party to litigation with current and former subcontract workers over allegations that they are entitled to the same wages and benefits provided to full-time employees, and to be hired as full-time employees. In May 2018 and September 2020, the Korean labor authorities issued an adverse administrative ~~order~~orders finding that GM Korea must hire certain current subcontract workers as full-time employees. GM Korea appealed ~~that order,~~the May 2018 and inSeptember 2020 orders. In June 2020, the Seoul High Court ruled against GM ~~Korea.~~Korea in one of the subcontract worker claims. GM Korea has appealed this decision to the Korean Supreme Court. At ~~June 30, 2020,~~March 31, 2021, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was approximately ~~$190~~$250 million. We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately ~~$110~~$120 million at ~~June 30, 2020.~~March 31, 2021. We are currently unable to estimate any possible loss or range of loss that may result from additional claims that may be asserted by former subcontract workers.

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GM Brazil Indirect Tax Claim In 2019, the Superior Court of Brazil rendered favorable decisions on 3 cases brought by GM Brazil ~~challenging whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. Those decisions~~that granted the Company the right to recover ~~through offset of federal tax liabilities,~~ certain ~~amounts~~taxes collected by the ~~government between August 2001 and February 2017.~~government. As a result, GM Brazil recorded pre-tax recoveries of ~~$380 million and $1.2 billion in Automotive and other cost of sales in the three and six months ended June 30, 2019. We recorded a total of~~ $1.4 billion ~~in pre-tax recoveries in Automotive and other cost of sales~~ in the year ended December 31, ~~2019. Realization of these~~2019 and we are currently realizing the recoveries ~~depends on the timing of administrative approvals and generation of~~as we have federal tax liabilities eligible for offset. ~~The Brazilian IRS has filed a~~A Motion of Clarification ~~on this matter~~has been filed by the Brazilian IRS with the Brazilian Supreme Court ~~which motion~~and it is ~~awaiting~~scheduled for decision ~~as of the time of this disclosure. In addition, we~~in May 2021. We expect third parties ~~to make~~will file claims onasserting challenges, including entitlements, to some or all of the ~~pre-tax~~tax recoveries ~~against which~~awarded and recognized by GM, and GM intends to ~~defend.~~defend against any such claims if they are filed.

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

There are several putative class actions pending against GM in federal courts in the U.S., and in the Provincial Courts in Canada ~~and in Israel~~ alleging that various vehicles sold, including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and foreign emission standards. We are unable to estimate any reasonably possible loss or range of loss that may result from these actions. GM has also faced a series of additional lawsuits in the U.S. based on these

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allegations, including putative shareholder class actions claiming violations of federal securities law and a shareholder demand lawsuit. The securities lawsuits have been voluntarily dismissed by the plaintiffs in those actions.

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

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of security. Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at ~~June 30, 2020.~~March 31, 2021. We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. For indirect tax-related matters we estimate our reasonably possible loss in excess of amounts accrued to be up to ~~approximately $700~~approximately $800 million at ~~June 30, 2020.~~March 31, 2021.

Takata Matters In ~~May 2016,~~November 2020, the National Highway Traffic Safety Administration (NHTSA) ~~issued an amended consent order requiring Takata to file defect information reports (DIRs) for previously unrecalled front airbag inflators~~directed that contain phased-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 ofwe replace the airbag inflators ~~is a function of time, temperature cycling and environmental moisture.~~

~~Although we do not believe there is a safety defect at this time~~ in ~~any unrecalled GM vehicles within scope of the Takata DIRs, in cooperation with NHTSA we have filed Preliminary DIRs covering certain of~~ our GMT900 vehicles, which are full-size pickup trucks and sport utility vehicles (SUVs)~~. We~~, and we decided not to contest NHTSA's decision. While we have ~~also filed petitions~~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 three months ended December 31, 2020, we recorded a warranty accrual of $1.1 billion for ~~inconsequentiality~~the expected costs of complying with ~~respect to~~ the ~~vehicles subject to those Preliminary DIRs. NHTSA has consolidated our petitions~~recall remedy, and ~~will rule on them at~~we believe the ~~same time.~~currently accrued amount remains reasonable.

While these petitions have been pending, we have provided NHTSA with the results of our long-term studies and the studies performed by third-party experts, all of which form 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.

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Accordingly, 0 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 $1.2 billion.

GM has recalled ~~certain~~certain vehicles sold outside of the U.S. to replace Takata inflators in those vehicles. There are significant differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We continue to gather and analyze evidence about these inflators and to share our findings with regulators. ~~Additional~~Any additional recalls ~~if any,~~relating to these inflators could be material to our results of operations and cash flows. ~~We continue to monitor the international situation.~~

There are several putative class actions that have been filed against GM, including in the federal courts in the U.S., in the Provincial Courts in Canada, and in Mexico and Israel, ar~~ising~~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.

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.~~Group (now Stellantis as a result of the merger of PSA Group and Fiat Chrysler Automobiles N.V. on January 16, 2021) under a Master Agreement (the Agreement). We also sold the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Our wholly owned subsidiary (the Seller) 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 Master Agreement (the Agreement) and for certain other liabilities, including certain emissions and product liabilities. The Company entered into a guarantee for the benefit of PSA Group and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify PSA Group. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

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. ~~In Germany,~~Our wholly owned subsidiary (the Seller) agreed to indemnify Stellantis for certain losses resulting from any inaccuracy of the ~~Kraftfahrt-Bundesamt (KBA) issued an order~~representations and warranties or breaches of our covenants included in ~~November 2019, which converted a voluntary recall initiated by Opel in 2017~~the Agreement and ~~2018~~for certain other liabilities, including certain emissions and product liabilities. The Company entered into a ~~mandatory recall~~guarantee for ~~allegedly failing to comply with certain emissions regulations. However, because~~ the ~~overwhelming majority~~benefit of ~~vehicles have already received KBA-approved software calibration updates~~Stellantis and pursuant to which the ~~voluntary recall,~~Company agreed to guarantee the ~~number~~Seller's obligation to indemnify Stellantis. Certain of ~~vehicles~~these indemnification obligations are subject to time limitations, thresholds and/or caps as to the mandatory recall is insignificant. The Seller may also be obligated to indemnify PSA Group or otherwise absorb costs and expenses resulting from the foregoing as well as certain related potential litigation costs, settlements, judgments and potential fines. In addition, at the KBA's request, the German authorities re-opened a separate criminal investigation related to this matter that had previously been closed with no action. We are unable to estimate any reasonably possible loss or rangeamount of ~~loss that may result from this matter.~~

~~Transactions with PSA~~ We continue to purchase from and supply to PSA Group certain vehicles, parts and engineering services for a period of time following the sale. The following table summarizes transactions with the Opel/Vauxhall Business:

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Net sales and revenue(a) $ 8 $ 441 $ 61 $ 868
Purchases and expenses(a) $ 56 $ 213 $ 204 $ 405
Cash payments(b) $ 458 $ 616
Cash receipts(b) $ 177 $ 1,057

~~__________~~

~~(a)Included in Net income~~ ~~(loss).~~

~~(b)Included in Net cash~~ ~~provided by (used in)~~ ~~operating activities.~~required payments.

Product Liability We recorded liabilities of ~~$562~~ $588 million and ~~$544~~$589 million in Accrued liabilities and Other liabilities at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. ~~Other than claims relating to the ignition switch recalls discussed above, we~~We believe that any judgment against us involving our ~~and MLC~~ 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. These guarantees terminate in years ranging from ~~2020~~ 2021 to ~~2025~~2026 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately ~~covered~~covered by our recorded accruals, which are

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insignificant. The maximum future undiscounted payments mainly based on vehicles sold to date were $3.2 billion and $3.1 ~~billion and $2.6~~ billion for these guarantees at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the majority of which relates to the indemnification agreements.

We provide payment guarantees on commercial loans outstanding with third parties such as dealers. In some instances, certain assets of the party or our payables to the party whose debt or performance we have guaranteed may offset, to some degree, the amount of any potential future payments. We are also exposed to residual value guarantees associated with certain sales to rental car companies.

We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these ~~obligations.~~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 ~~PSA Group~~Stellantis under the Agreement.

Note ~~16.~~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 2011 to 2019 with various significant tax jurisdictions.~~

In the three months ended ~~June 30, 2020,~~March 31, 2021, Income tax ~~benefit~~expense of ~~$112 million~~$1.2 billion was primarily due to tax ~~benefit~~expense attributable to entities included in our effective tax rate ~~calculation.~~ calculation and the establishment of a valuation allowance against Cruise deferred tax assets that are considered no longer realizable.

In the three months ended ~~June 30, 2019,~~March 31, 2021, Cruise issued new preferred shares to investors. As a result of the issuance, Cruise fell below the ownership threshold required for inclusion in our U.S. consolidated income tax returns, and we established a valuation allowance of $316 million against deferred tax assets. Refer to Note 16 to our condensed consolidated financial statements for additional information regarding the Cruise preferred stock issuance. The effective tax rate is higher than the applicable statutory tax rate primarily due to tax expense related to the establishment of the valuation allowance.

In the three months ended March 31, 2020, Income tax expense of ~~$524~~$357 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation ~~partially offset by tax benefits related to tax settlements.~~

~~In the six months ended June 30, 2020, Income tax expense of $245 million on a pre-tax loss was primarily due to tax expense attributable to entities in our effective tax rate calculation~~ and the establishment of a valuation allowance against deferred tax ~~assets. In~~assets that were considered no longer realizable. The effective tax rate was higher than the ~~six months ended June 30, 2019, Income~~applicable statutory tax ~~expense of $661 million was~~rate primarily due to tax expense ~~attributable to entities included in our effective tax rate calculation, partially offset by tax benefits~~ related to ~~a release~~the establishment of the valuation allowance and losses for which a tax ~~settlements and benefits from foreign dividends.~~benefit cannot be realized.

At ~~June 30, 2020,~~ March 31, 2021, we had ~~$24.1~~$22.4 billion of net deferred tax assets consisting of net operating losses and income tax credits, capitalized research expenditures and other timing differences that are available to offset future income tax liabilities, partially offset by valuation allowances.

Note ~~17.~~15. Restructuring and Other Initiatives

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

2319

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Balance at beginning of period	Balance at beginning of period	$	583	$	830	$	564	$	1,122	Balance at beginning of period	$	352	$	564
Additions, interest accretion and other	Additions, interest accretion and other	35		242		254		288		Additions, interest accretion and other	3		219
Payments	Payments	(163)		(166)		(338)		(483)		Payments	(79)		(175)
Revisions to estimates and effect of foreign currency	Revisions to estimates and effect of foreign currency	25		13		—		(8)		Revisions to estimates and effect of foreign currency	(1)		(25)
Balance at end of period	Balance at end of period	$	480	$	919	$	480	$	919	Balance at end of period	$	275	$	583

In the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, restructuring and other initiatives primarily included actions in GMI related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand and the execution of binding term sheets to sell our vehicle and powertrain manufacturing facilities in Thailand. We recorded charges of ~~$92~~$489 million in the three months ended ~~June 30, 2020, primarily for inventory provisions. We recorded charges of $581 million in the six months ended June 30,~~March 31, 2020, primarily consisting of ~~$335~~$270 million in ~~property and intangible~~ asset impairments related to property, inventory provisions and intangibles and sales allowances and other charges, not reflected in the table above, and ~~$246~~$219 million in dealer restructurings and employee separation charges, which are reflected in the table above. These programs, including the execution of a binding term sheet to sell our manufacturing facility in India, had a total cost since inception of $687 million. We also recorded a $236 million charge to Income tax expense due to the establishment of a valuation allowance against deferred tax assets that are considered no longer realizable in Australia and New Zealand in the ~~six~~three months ended ~~June 30,~~March 31, 2020. We incurred $69 million in net cash outflows resulting from these restructuring actions, primarily for sales allowances payments and dealer restructuring payments in the six months ended June 30, 2020. We expect to incur additional restructuring and other charges of approximately $400 million and additional net cash outflows of approximately $200 million, which includes expected proceeds of approximately $130 million from the sale of our manufacturing facility in Thailand, to be substantially complete by the end of 2020.

In the three and six months ended June 30, 2019, restructuring and other initiatives primarily included actions related to our announced transformation activities, which includes the unallocation of products to certain manufacturing facilities and other employee separation programs. We recorded charges of $361 million, primarily in GMNA, in the three months ended June 30, 2019 consisting of $231 million in supplier-related charges, which are reflected in the table above, and $130 million primarily in non-cash accelerated depreciation, not reflected in the table above. We recorded charges of $1.2 billion, primarily in GMNA, in the six months ended June 30, 2019 consisting of $911 million primarily in non-cash accelerated depreciation, not reflected in the table above, and $240 million primarily in supplier-related charges, which are reflected in the table above. These programs had a total cost since inception of $3.1 billion and were complete at December 31, 2019. We incurred ~~$307 million and $487 million in~~insignificant cash outflows resulting from these restructuring actions in the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, and ~~2019, primarily for employee separations payments, and $1.4 billion~~$221 million in net cash outflows since program inception, primarily for dealer restructuring payments and employee separation payments, ~~and supplier-related payments. We expect additional cash outflows related to these activities~~which includes proceeds of ~~approximately $100~~$143 million ~~to be substantially complete by~~from the ~~end~~sale of ~~2020.~~our manufacturing facilities in Thailand.

Note ~~18.~~16. Stockholders' Equity and Noncontrolling Interests

We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. We had 0 shares of preferred stock issued and outstanding, 1.5 billion and 1.4 billion shares of common stock issued and 1.4 billion shares of common stock outstanding at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

Cruise Preferred SharesIn ~~May 2019,~~the three months ended March 31, 2021, GM Cruise Holdings LLC (Cruise Holdings) issued ~~$1.1~~$2.5 billion of ~~Cruise~~ Class FG Preferred Shares (Cruise Class G Preferred Shares) to Microsoft Corporation (Microsoft) and certain other investors, including ~~$687 million of Cruise Class F Preferred Shares~~$1.0 billion to General Motors Holdings LLC. ~~In August 2019, an additional insignificant amount of~~All proceeds related to the Cruise Class FG Preferred Shares ~~were issued to SoftBank Vision Fund (AIV M2), L.P. (The Vision Fund). All proceeds from these issuances~~ are designated exclusively for working capital and general corporate purposes of ~~Cruise.~~ Cruise Holdings. In addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Cruise Class F Preferred Shares ~~only~~in any dividends declared. Each Cruise Class G Preferred Share is entitled to 1 vote per Cruise Class G Preferred Share on all matters submitted for vote by or consent of the Cruise Holdings members. The holders of Cruise Class G Preferred Shares are restricted from transferring the Cruise Class G Preferred Shares for four years, without the written consent of both us and Cruise Holdings' Board of Directors. The Cruise Class G Preferred Shares convert into ~~common stock~~the class of shares to be issued to the public in an IPO at specified exchange ratios. No covenants or other events of default exist that can trigger redemption of the Cruise Class G Preferred Shares. The Cruise Class G Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, ~~at specified exchange ratios, upon occurrence of an initial public offering. The Cruise Class F Preferred Shares~~and are classified as noncontrolling interests in our condensed consolidated financial statements.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments									Foreign Currency Translation Adjustments
Balance at beginning of period	Balance at beginning of period	$	(3,091)	$	(2,125)	$	(2,277)	$	(2,250)	Balance at beginning of period	$	(2,735)	$	(2,277)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)		(101)		47		(915)		172
Other comprehensive (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)										Other comprehensive (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)	(24)		(814)

Balance at end of period	Balance at end of period	$	(3,192)	$	(2,078)	$	(3,192)	$	(2,078)	Balance at end of period	$	(2,759)	$	(3,091)

Defined Benefit Plans	Defined Benefit Plans									Defined Benefit Plans
Balance at beginning of period	Balance at beginning of period	$	(8,540)	$	(6,701)	$	(8,857)	$	(6,737)	Balance at beginning of period	$	(10,654)	$	(8,857)

Other comprehensive income (loss) before reclassification adjustment, net of tax(b)		(97)		(28)		166		(29)
Other comprehensive income before reclassification adjustment, net of tax(b)										Other comprehensive income before reclassification adjustment, net of tax(b)	86		263
Reclassification adjustment, net of tax(b)	Reclassification adjustment, net of tax(b)	58		34		112		71		Reclassification adjustment, net of tax(b)	74		54
Other comprehensive income (loss), net of tax(b)		(39)		6		278		42
Other comprehensive income, net of tax(b)										Other comprehensive income, net of tax(b)	160		317

Balance at end of period(c)	Balance at end of period(c)	$	(8,579)	$	(6,695)	$	(8,579)	$	(6,695)	Balance at end of period(c)	$	(10,494)	$	(8,540)

__________

(a)The noncontrolling interests and reclassification adjustment ~~were~~were insignificant in the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

(b)The income tax effect was insignificant in the three months ended March 31, 2021and ~~six months ended June 30, 2020 and 2019.~~2020.

(c)Primarily consists of unamortized actuarial loss on ~~our~~our defined benefit plans. Refer to Note 2.2. Significant Accounting Policies of our ~~2019~~2020 Form 10-K for additional information.

Note ~~19.~~17. Earnings Per Share


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Basic earnings per share	Basic earnings per share									Basic earnings per share
Net income (loss) attributable to stockholders		$	(758)	$	2,418	$	(464)	$	4,575
Net income attributable to stockholders										Net income attributable to stockholders	$	3,022	$	294
Less: cumulative dividends on subsidiary preferred stock	Less: cumulative dividends on subsidiary preferred stock	(48)		(37)		(95)		(75)		Less: cumulative dividends on subsidiary preferred stock	(46)		(47)

Net income (loss) attributable to common stockholders		$	(806)	$	2,381	$	(559)	$	4,500
Net income attributable to common stockholders										Net income attributable to common stockholders	$	2,976	$	247

Weighted-average common shares outstanding	Weighted-average common shares outstanding	1,432		1,420		1,432		1,419		Weighted-average common shares outstanding	1,447		1,433


Basic earnings (loss) per common share		$	(0.56)	$	1.68	$	(0.39)	$	3.17
Basic earnings per common share										Basic earnings per common share	$	2.06	$	0.17
Diluted earnings per share	Diluted earnings per share									Diluted earnings per share

Net income (loss) attributable to common stockholders – diluted		$	(806)	$	2,381	$	(559)	$	4,500
Net income attributable to common stockholders – diluted										Net income attributable to common stockholders – diluted	$	2,976	$	247

Weighted-average common shares outstanding – basic	Weighted-average common shares outstanding – basic	1,432		1,420		1,432		1,419		Weighted-average common shares outstanding – basic	1,447		1,433
Dilutive effect of warrants and awards under stock incentive plans		—		18		—		18
Dilutive effect of awards under stock incentive plans										Dilutive effect of awards under stock incentive plans	17		7
Weighted-average common shares outstanding – diluted	Weighted-average common shares outstanding – diluted	1,432		1,438		1,432		1,437		Weighted-average common shares outstanding – diluted	1,464		1,440


Diluted earnings (loss) per common share		$	(0.56)	$	1.66	$	(0.39)	$	3.13
Diluted earnings per common share										Diluted earnings per common share	$	2.03	$	0.17
Potentially dilutive securities(a)	Potentially dilutive securities(a)	43		7		43		7		Potentially dilutive securities(a)	2		32

__________

(a)Potentially dilutive securities attributable to outstanding stock options ~~Performance Share Units (PSUs)~~at March 31, 2021 and 2020 and Restricted Stock Units (RSUs) at March 31, 2020, were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.

Note ~~20.~~18. Segment Reporting

We analyze the results of our business through the following reportable segments: GMNA, GMI, Cruise and GM Financial. The chief operating decision maker evaluates the operating results and performance of our automotive segments and Cruise

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

through earnings before interest and income taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating decision maker evaluates GM Financial through earnings before income taxes (EBT)-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

performance of the segment. Each segment has a manager responsible for executing our strategic initiatives. While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and contribute towards meeting required fuel efficiency standards. As a result of these and other factors, we do not manage our business on an individual brand or vehicle basis.

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

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

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

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

At and For the Three Months Ended June 30, 2020
GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Net sales and revenue $ 11,604 $ 1,677 $ 80 $ 13,361 $ 28 $ 3,423 $ (34) $ 16,778
Earnings (loss) before interest and taxes-adjusted $ (101) $ (270) $ (182) $ (553) $ (195) $ 226 $ (14) $ (536)
Adjustments(a) $ — $ (92) $ — $ (92) $ — $ — $ — (92)
Automotive interest income 61
Automotive interest expense (303)
Net (loss) attributable to noncontrolling interests (22)
Loss before income taxes (892)
Income tax benefit 112
Net loss (780)
Net loss attributable to noncontrolling interests 22
Net loss attributable to stockholders $ (758)
Equity in net assets of nonconsolidated affiliates $ 133 $ 6,107 $ — $ — $ 6,240 $ — $ 1,484 $ — $ 7,724
Goodwill and intangibles $ 2,399 $ 819 $ 1 $ — $ 3,219 $ 726 $ 1,337 $ — $ 5,282
Total assets $ 101,521 $ 21,494 $ 43,258 $ (41,700) $ 124,573 $ 3,963 $ 111,154 $ (2,155) $ 237,535
Depreciation and amortization $ 1,127 $ 149 $ 6 $ — $ 1,282 $ 11 $ 1,965 $ — $ 3,258
Impairment charges $ — $ 7 $ — $ — $ 7 $ — $ — $ — $ 7
Equity income $ 5 $ 165 $ — $ — $ 170 $ — $ 42 $ — $ 212

~~__________~~

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

At and For the Three Months Ended June 30, 2019
GMNA GMI Corporate Eliminations Total
Automotive Cruise GM
Financial Eliminations/Reclassifications Total
Net sales and revenue $ 28,324 $ 4,047 $ 54 $ 32,425 $ 25 $ 3,639 $ (29) $ 36,060
Earnings (loss) before interest and taxes-adjusted $ 3,022 $ (48) $ (216) $ 2,758 $ (279) $ 536 $ (3) $ 3,012
Adjustments(a) $ (336) $ 357 $ (2) $ 19 $ — $ — $ — 19
Automotive interest income 106
Automotive interest expense (195)
Net (loss) attributable to noncontrolling interests (15)
Income before income taxes 2,927
Income tax expense (524)
Net income 2,403
Net loss attributable to noncontrolling interests 15
Net income attributable to stockholders $ 2,418
Equity in net assets of nonconsolidated affiliates $ 82 $ 6,800 $ 12 $ — $ 6,894 $ — $ 1,446 $ — $ 8,340
Goodwill and intangibles $ 2,520 $ 908 $ 1 $ — $ 3,429 $ 670 $ 1,358 $ — $ 5,457
Total assets $ 114,515 $ 26,681 $ 29,597 $ (50,446) $ 120,347 $ 4,212 $ 110,711 $ (1,533) $ 233,737
Depreciation and amortization $ 1,409 $ 119 $ 13 $ — $ 1,541 $ 7 $ 1,848 $ — $ 3,396
Impairment charges $ 8 $ 3 $ — $ — $ 11 $ — $ — $ — $ 11
Equity income (loss) $ 2 $ 233 $ (6) $ — $ 229 $ — $ 42 $ — $ 271
The following tables summarize key financial information by segment:


	At and For the Three Months Ended March 31, 2021
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	25,957	$	3,086	$	19			$	29,062	$	30	$	3,407	$	(25)	$	32,474
Earnings (loss) before interest and taxes-adjusted	$	3,134	$	308	$	30			$	3,472	$	(229)	$	1,182	$	(8)	$	4,417
Adjustments	$	0	$	0	$	0			$	0	$	0	$	0	$	0	0
Automotive interest income																	32
Automotive interest expense																	(250)
Net (loss) attributable to noncontrolling interests																	(8)
Income before income taxes																	4,191
Income tax expense																	(1,177)
Net income																	3,014

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

Equity in net assets of nonconsolidated affiliates	$	355	$	6,994	$	0	$	0	$	7,349	$	0	$	1,630	$	0	$	8,979
Goodwill and intangibles	$	2,320	$	796	$	0	$	0	$	3,116	$	730	$	1,339	$	0	$	5,185
Total assets	$	113,926	$	22,798	$	36,271	$	(53,147)	$	119,848	$	5,324	$	114,597	$	(1,358)	$	238,411
Depreciation and amortization	$	1,198	$	132	$	6	$	0	$	1,336	$	11	$	1,668	$	0	$	3,015
Impairment charges	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Equity income	$	4	$	307	$	0	$	0	$	311	$	0	$	54	$	0	$	365

~~__________~~

~~(a)~~Consists of restructuring and other charges related to transformation activities of $361 million, primarily in GMNA and a benefit of $380 million related to the retrospective recoveries of indirect taxes in Brazil in GMI.


		At and For the Six Months Ended June 30, 2020																																			At and For the Three Months Ended March 31, 2020
		GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total			GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	Net sales and revenue	$	37,435	$	4,957	$	118			$	42,510	$	53	$	6,984	$	(60)	$	49,487	Net sales and revenue	$	25,831	$	3,280	$	38			$	29,149	$	25	$	3,561	$	(26)	$	32,709
Earnings (loss) before interest and taxes-adjusted	Earnings (loss) before interest and taxes-adjusted	$	2,093	$	(821)	$	(593)			$	679	$	(423)	$	456	$	2	$	714	Earnings (loss) before interest and taxes-adjusted	$	2,194	$	(551)	$	(411)			$	1,232	$	(228)	$	230	$	16	$	1,250
Adjustments(a)	Adjustments(a)	$	—	$	(581)	$	—			$	(581)	$	—	$	—	$	—	(581)		Adjustments(a)	$	0	$	(489)	$	0			$	(489)	$	0	$	0	$	0	(489)
Automotive interest income	Automotive interest income																	144		Automotive interest income																	83
Automotive interest expense	Automotive interest expense																	(496)		Automotive interest expense																	(193)
Net (loss) attributable to noncontrolling interests	Net (loss) attributable to noncontrolling interests																	(30)		Net (loss) attributable to noncontrolling interests																	(8)
Loss before income taxes																		(249)
Income before income taxes																				Income before income taxes																	643
Income tax expense	Income tax expense																	(245)		Income tax expense																	(357)
Net loss																		(494)
Net income																				Net income																	286

Net loss attributable to noncontrolling interests	Net loss attributable to noncontrolling interests																	30		Net loss attributable to noncontrolling interests																	8
Net loss attributable to stockholders																		$	(464)
Net income attributable to stockholders																				Net income attributable to stockholders																	$	294

Equity in net assets of nonconsolidated affiliates																				Equity in net assets of nonconsolidated affiliates	$	93	$	5,991	$	0	$	0	$	6,084	$	0	$	1,437	$	0	$	7,521
Goodwill and intangibles																				Goodwill and intangibles	$	2,432	$	820	$	1	$	0	$	3,253	$	634	$	1,338	$	0	$	5,225
Total assets																				Total assets	$	109,159	$	23,213	$	45,965	$	(49,766)	$	128,571	$	4,069	$	115,381	$	(1,397)	$	246,624
Depreciation and amortization	Depreciation and amortization	$	2,354	$	315	$	15	$	—	$	2,684	$	19	$	3,753	$	—	$	6,456	Depreciation and amortization	$	1,227	$	166	$	9	$	0	$	1,402	$	8	$	1,788	$	0	$	3,198
Impairment charges	Impairment charges	$	20	$	97	$	—	$	—	$	117	$	—	$	—	$	—	$	117	Impairment charges	$	20	$	90	$	0	$	0	$	110	$	0	$	0	$	0	$	110
Equity income		$	11	$	2	$	—	$	—	$	13	$	—	$	67	$	—	$	80
Equity income (loss)																				Equity income (loss)	$	6	$	(163)	$	0	$	0	$	(157)	$	0	$	25	$	0	$	(132)

__________

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

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

At and For the Six Months Ended June 30, 2019
GMNA GMI Corporate Eliminations Total
Automotive Cruise GM
Financial Eliminations/Reclassifications Total
Net sales and revenue $ 55,689 $ 7,897 $ 100 $ 63,686 $ 50 $ 7,259 $ (57) $ 70,938
Earnings (loss) before interest and taxes-adjusted $ 4,918 $ (17) $ (10) $ 4,891 $ (448) $ 895 $ (16) $ 5,322
Adjustments(a) $ (1,119) $ 1,207 $ (2) $ 86 $ — $ — $ — 86
Automotive interest income 204
Automotive interest expense (376)
Net (loss) attributable to noncontrolling interests (27)
Income before income taxes 5,209
Income tax expense (661)
Net income 4,548
Net loss attributable to noncontrolling interests 27
Net income attributable to stockholders $ 4,575
Depreciation and amortization $ 3,478 $ 246 $ 25 $ — $ 3,749 $ 9 $ 3,747 $ — $ 7,505
Impairment charges $ 15 $ 3 $ — $ — $ 18 $ — $ — $ — $ 18
Equity income (loss) $ 4 $ 607 $ (13) $ — $ 598 $ — $ 87 $ — $ 685

~~_________~~

~~(a)~~Consists of restructuring and other charges related to transformation activities of $1.2 billion, primarily in GMNA and a benefit of $1.2 billion related to the retrospective recoveries of indirect taxes in Brazil in GMI.

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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 ~~2019~~2020 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and Part 1, Item 1A. Risk Factors of our ~~2019~~2020 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.

Non-GAAP Measures Our non-GAAP measures include: EBIT-adjusted, presented net of noncontrolling interests; EBT-adjusted for our GM Financial segment; EPS-diluted-adjusted; effective tax rate-adjusted (ETR-adjusted); return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.

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

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

EPS-diluted-adjusted 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 reversal of significant deferred tax asset valuation allowances.

ETR-adjusted 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 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.

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Adjusted automotive free cash flowAdjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations. We measure adjusted automotive free cash flow as automotive operating cash flow from 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.

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


		Three Months Ended																															Three Months Ended
		June 30,						March 31,						December 31,								September 30,					March 31,				December 31,				September 30,	June 30,
		2020		2019		2020		2019		2019		2018		2019		2018			2021		2020		2020		2019		2020		2019		2020		2019
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	$	(758)	$	2,418	$	294	$	2,157	$	(194)	$	2,044	$	2,351	$	2,534	Net income (loss) attributable to stockholders	$	3,022	$	294	$	2,846	$	(194)	$	4,045	$	2,351	$	(758)	$	2,418
Income tax expense (benefit)	Income tax expense (benefit)	(112)		524		357		137		(163)		(611)		271		100		Income tax expense (benefit)	1,177		357		642		(163)		887		271		(112)		524
Automotive interest expense	Automotive interest expense	303		195		193		181		200		185		206		161		Automotive interest expense	250		193		275		200		327		206		303		195
Automotive interest income	Automotive interest income	(61)		(106)		(83)		(98)		(96)		(117)		(129)		(82)		Automotive interest income	(32)		(83)		(46)		(96)		(51)		(129)		(61)		(106)
Adjustments	Adjustments																	Adjustments
GMI restructuring(a)	GMI restructuring(a)	92		—		489		—		—		—		—		—		GMI restructuring(a)	—		489		26		—		76		—		92		—
Transformation activities(b)		—		361		—		790		194		1,327		390		—
GM Brazil indirect tax recoveries(c)		—		(380)		—		(857)		—		—		(123)		—
FAW-GM divestiture(d)		—		—		—		—		164		—		—		—
Ignition switch recall and related legal matters(e)		—		—		—		—		—		—		—		440
Cadillac dealer strategy(b)																		Cadillac dealer strategy(b)	—		—		99		—		—		—		—		—
Ignition switch recall and related legal matters(c)																		Ignition switch recall and related legal matters(c)	—		—		(130)		—		—		—		—		—
Transformation activities(d)																		Transformation activities(d)	—		—		—		194		—		390		—		361
GM Brazil indirect tax recoveries(e)																		GM Brazil indirect tax recoveries(e)	—		—		—		—		—		(123)		—		(380)
FAW-GM divestiture(f)																		FAW-GM divestiture(f)	—		—		—		164		—		—		—		—
Total adjustments	Total adjustments	92		(19)		489		(67)		358		1,327		267		440		Total adjustments	—		489		(5)		358		76		267		92		(19)
EBIT (loss)-adjusted	EBIT (loss)-adjusted	$	(536)	$	3,012	$	1,250	$	2,310	$	105	$	2,828	$	2,966	$	3,153	EBIT (loss)-adjusted	$	4,417	$	1,250	$	3,712	$	105	$	5,284	$	2,966	$	(536)	$	3,012

_________

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

(b)This adjustment was excluded because it relates to strategic activities to transition certain Cadillac dealers from the network as part of Cadillac's electric vehicle strategy.

(c)This adjustment was excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries and complaints from constituents.

(d)These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility and drive significant cost efficiencies. The adjustments primarily consist of ~~supplier-related charges and accelerated depreciation in the three months ended June 30, 2019, accelerated depreciation in the three months ended March 31, 2019,~~ accelerated depreciation and employee separation charges in the three months ended December 31, 2019, ~~employee separation charges and accelerated depreciation in the three months ended December 31, 2018 and~~ supplier-related charges and pension curtailment and other charges in the three months ended September 30, 2019 and supplier-related charges and accelerated depreciation in the three months ended June 30, 2019.

~~(c)~~(e)These adjustments were excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes.

~~(d)~~(f)This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM), as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns.

~~(e)This adjustment was excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries and complaints from constituents.~~

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


		Three Months Ended														Six Months Ended												Three Months Ended
		June 30, 2020						June 30, 2019						June 30, 2020								June 30, 2019					March 31, 2021	March 31, 2020
		Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share			Amount		Per Share		Amount		Per Share
Diluted earnings (loss) per common share		$	(806)	$	(0.56)	$	2,381	$	1.66	$	(559)	$	(0.39)	$	4,500	$	3.13
Diluted earnings per common share																		Diluted earnings per common share	$	2,976	$	2.03	$	247	$	0.17
Adjustments(a)	Adjustments(a)	92		0.06		(19)		(0.01)		581		0.41		(86)		(0.06)		Adjustments(a)	—		—		489		0.34
Tax effect on adjustment(b)	Tax effect on adjustment(b)	5		—		(9)		(0.01)		(68)		(0.05)		(41)		(0.03)		Tax effect on adjustment(b)	—		—		(73)		(0.05)
Tax adjustment(c)	Tax adjustment(c)	—		—		—		—		236		0.16		—		—		Tax adjustment(c)	316		0.22		236		0.16
EPS-diluted-adjusted	EPS-diluted-adjusted	$	(709)	$	(0.50)	$	2,353	$	1.64	$	190	$	0.13	$	4,373	$	3.04	EPS-diluted-adjusted	$	3,292	$	2.25	$	899	$	0.62

________

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

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

(c)~~This adjustment consists~~These adjustments consist of tax expense related to the establishment of a valuation allowance against deferred tax assets that are considered no longer realizable for Cruise in the three months ended March 31, 2021 and for GM in Australia and New ~~Zealand. This adjustment was~~Zealand for the three months ended March 31, 2020. These adjustments were excluded because significant impacts of valuation allowances are not considered part of our core operations.

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


		Three Months Ended																						Six Months Ended																Three Months Ended
		June 30, 2020										June 30, 2019										June 30, 2020												June 30, 2019					March 31, 2021		March 31, 2020
		Income (loss) before income taxes		Income tax benefit		Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate		Income (loss) 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	Effective tax rate	$	(892)	$	(112)	12.6	%	$	2,927	$	524	17.9	%	$	(249)	$	245	n.m.		$	5,209	$	661	12.7	%	Effective tax rate	$	4,191	$	1,177	28.1	%	$	643	$	357	55.5	%
Adjustments(a)	Adjustments(a)	92		(5)				(16)		9				581		68				(83)		41				Adjustments(a)	—		—				489		73
Tax adjustment(b)	Tax adjustment(b)			—						—						(236)						—				Tax adjustment(b)			(316)						(236)
ETR-adjusted	ETR-adjusted	$	(800)	$	(117)	14.6	%	$	2,911	$	533	18.3	%	$	332	$	77	23.2	%	$	5,126	$	702	13.7	%	ETR-adjusted	$	4,191	$	861	20.5	%	$	1,132	$	194	17.1	%

________

~~n.m. = not meaningful~~

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT (loss)~~-adjusted~~-adjusted within this section of MD&A for adjustment details. ~~Net income attributable to noncontrolling interests included for these adjustments is insignificant in the three and six months ended June 30, 2019.~~ The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

(b)Refer to the reconciliation of diluted earnings ~~(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 (loss) attributable to stockholders for the trailing four quarters divided by average equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE. The following table summarizes the calculation of ROE (dollars in billions):


		Four Quarters Ended										Four Quarters Ended
		June 30, 2020			June 30, 2019				March 31, 2021			March 31, 2020
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	$	1.7		$	9.2		Net income (loss) attributable to stockholders	$	9.2		$	4.9
Average equity(a)	Average equity(a)	$	42.8		$	41.1		Average equity(a)	$	45.7		$	43.6
ROE	ROE	4.0		%	22.3		%	ROE	20.0		%	11.2		%

__________

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

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


		Four Quarters Ended										Four Quarters Ended
		June 30, 2020			June 30, 2019				March 31, 2021			March 31, 2020
EBIT (loss)-adjusted(a)	EBIT (loss)-adjusted(a)	$	3.8		$	11.3		EBIT (loss)-adjusted(a)	$	12.9		$	7.3
Average equity(b)	Average equity(b)	$	42.8		$	41.1		Average equity(b)	$	45.7		$	43.6
Add: Average automotive debt and interest liabilities (excluding finance leases)	Add: Average automotive debt and interest liabilities (excluding finance leases)	23.6			14.9			Add: Average automotive debt and interest liabilities (excluding finance leases)	24.7			18.8
Add: Average automotive net pension & OPEB liability	Add: Average automotive net pension & OPEB liability	17.1			16.9			Add: Average automotive net pension & OPEB liability	17.8			16.9
Less: Average automotive and other net income tax asset	Less: Average automotive and other net income tax asset	(23.9)			(23.1)			Less: Average automotive and other net income tax asset	(23.8)			(23.7)
ROIC-adjusted average net assets	ROIC-adjusted average net assets	$	59.6		$	49.8		ROIC-adjusted average net assets	$	64.4		$	55.6
ROIC-adjusted	ROIC-adjusted	6.4		%	22.7		%	ROIC-adjusted	20.0		%	13.2		%

__________

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

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

Overview Our ~~management team has adopted a strategic plan to transform GM into the world's most valued automotive company. Our plan includes several major initiatives that we anticipate will redefine~~vision for the future ~~of personal mobility and advance our vision of~~is a world with zero crashes, zero emissions and zero congestion, ~~while also strengthening the core of~~which guides our ~~business: earning customers for life by delivering winning~~growth-focused investment in electrification, self-driving vehicles and new products and services. The all-electric future we are building integrates our technology, scale and manufacturing expertise to drive growth, profitability and deliver world-class customer interactions. Our strategy includes product leadership in electric vehicles and autonomous vehicles, continued leadership in trucks and SUVs, and developing and monetizing new software and services. We will execute our strategy with a diverse team and a steadfast commitment to good citizenship through sustainable operations and a leading ~~the industry in quality~~health and safety and improving the customer ownership experience; leading in technology and innovation, including electrification, autonomous vehicles and data connectivity; growing our brands; making tough, strategic decisions about the markets and products in which we will invest and compete; building profitable adjacent businesses; and targeting 10% core margins on an EBIT-adjusted basis.culture.

The COVID-19 pandemic and government actions and measures taken to prevent its spread continue to affect our operations and business in a number of significant ways. In response to COVID-19, we previously suspended the majority of our global manufacturing operations and our Automotive China JVs’ manufacturing operations. By April 2020, we fully resumed our Automotive China JVs’ manufacturing operations. Beginning in May 2020, we resumed our critical manufacturing operations in North America, and we continue to take actions to increase production and replenish dealer inventories. Government-imposed restrictions on businesses, operations and travel and the related economic uncertainty have impacted demand for our vehicles in most of our global markets. We expect COVID-19 to continue to materially impact our results of operations during the remainder of 2020. In response, we are executing a number of austerity measures, including aggressive actions to reduce costs, such as limiting advertising and other third-party spending, deferring salaried employee compensation and delaying non-critical projects, including certain future product programs. The extent of COVID-19’s impact on our future operations, liquidity and the demand for our products will depend upon, among other things, the duration ~~spread~~ and ~~intensity~~severity of the ~~pandemic and~~outbreak or subsequent outbreaks, related government responses, such as required physical distancing or restrictions on business operations and travel, the pace of recovery of economic activity and the impact to consumers, the effectiveness of available vaccines and any potential supply disruptions, all of which are uncertain and difficult to predict in light of the rapidly evolving landscape. Refer to Part I, Item 1A. Risk Factors of our 2020 Form 10-K for a full discussion of the risks associated with the COVID-19 pandemic.

WeThe automotive industry and GM are ~~committed to help reduce the~~currently experiencing a global semiconductor supply shortage. The supply shortage has impacted multiple suppliers that incorporate semiconductors into the parts they supply to us. We expect the semiconductor supply shortage will have a temporary impact on our business. We do not expect this shortage to impact our growth and electric vehicle initiatives. We will continue prioritizing our most popular and in-demand vehicles, including our highly profitable full-size trucks and full-size SUVs, and electric vehicles. Refer to Part I, Item 1A. Risk Factors of ~~necessary medical equipment arising from~~our 2020 Form 10-K for further discussion of these risks.

For the ~~COVID-19 pandemic, including manufacturing face masks beginning~~year ending December 31, 2021, we expect EPS-diluted of between $4.28 and $5.03, EPS-diluted-adjusted of between $4.50 and $5.25, Net income attributable to stockholders of between $6.8 billion and $7.6 billion and EBIT-adjusted at the high end of a $10.0 billion and $11.0 billion range. For the six months ending June 30, 2021, we expect Net income attributable to stockholders of approximately $3.5 billion and EBIT-adjusted of approximately $5.5 billion. We expect the six months ending December 31, 2021 to be slightly better than the six months ending June 30, 2021. Both the six months ending June 30, 2021 and year ending December 31, 2021 guidance are inclusive of the impact of the semiconductor supply shortage. We estimate the temporary semiconductor supply shortage to have a net EBIT-adjusted impact of approximately $1.5 billion to $2.0 billion in ~~March 2020 and collaborating with Ventec Life Systems~~the year ending December 31, 2021. We do not consider the potential impact of future adjustments on our expected financial results.

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


	Six Months Ending June 30, 2021	Year Ending December 31, 2021
Net income attributable to stockholders	$ ~3.5	$ 6.8-7.6
Income tax expense	~1.5	2.2-2.4

Automotive interest expense, net	~0.5	1.0
EBIT-adjusted(a)	$ ~5.5	$ 10.0-11.0

________

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

The following table reconciles expected EPS-diluted under U.S. ~~facilities beginning in April 2020.~~ GAAP to expected EPS-diluted-adjusted:


			Year Ending December 31, 2021
Diluted earnings per common share			$ 4.28-5.03

Adjustment - Cruise deferred income tax valuation allowance			0.22
EPS-diluted-adjusted(a)			$ 4.50-5.25

________

(a)We ~~are providing~~do not consider the potential future impact of adjustments on our ~~resources related to these initiatives at cost.~~expected financial results.

We also face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, weak economic conditions, competitive pressures, our product portfolio offerings, heightened emissions standards, labor disruptions, foreign exchange volatility, rising material prices, evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors of our ~~2019~~2020 Form 10-K for a discussion of these challenges.

In November 2018, we announced plans to accelerate steps to improve our overall business performance, including the reorganization of global product development staffs, the realignment of manufacturing capacity in response to market-related volume declines in passenger cars and a reduction of our salaried workforce. We are on track for these transformation activities to drive between $5.5 billion and $6.0 billion of annual cash savings by the end of 2020, consisting of $4.0 billion to $4.5 billion in cost savings primarily from reductions in Automotive and other cost of sales in our condensed consolidated financial statements, with the remainder in reduced capital expenditures. We are on track to reduce capital expenditures from approximately $8.5 billion to approximately $7.0 billion on a normalized run-rate basis. AsAs we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results.

GMNA Industry sales in North America were 4.7 million units in the three months ended March 31, 2021, representing an increase of 9.5% compared to the corresponding period in 2020. U.S. industry sales were 4.0 million units in the three months ended March 31, 2021, representing an increase of 10.9% compared to the corresponding period in 2020.

Our total vehicle sales in the U.S., our largest market in North America, were 0.6 million units for market share of 16.2% in the three months ended March 31, 2021, representing a decrease of 1.1 percentage points compared to the corresponding period in 2020. We continue to lead the U.S. industry in market share.

We expect to sustain relatively strong EBIT-adjusted margins in 2021 on the continued strength of favorable vehicle pricing and strong U.S. industry light vehicle sales, partially offset by higher costs associated with commodities and raw materials. Our outlook is dependent on the economic impact of the COVID-19 pandemic and the global shortage of semiconductors, both of which continue to evolve. As a result of the shortage of semiconductors, we have experienced interruptions to our planned production schedules and temporarily suspended certain manufacturing sites to prioritize production of our most popular and in-demand products, including our highly profitable full-size trucks and full-size SUVs. Additionally, we have been manufacturing vehicles, without the impacted components, representing an inventory carrying value of approximately $1.2 billion at March 31, 2021. We will hold these vehicles in our inventory until they are completed and sold to our dealers.

GMI Industry sales in China were 6.7 million units in the three months ended March 31, 2021, representing an increase of 68.8% compared to the corresponding period in 2020, which was adversely impacted by the COVID-19 pandemic. Our total vehicle sales in China were 0.8 million units for market share of 11.7% in the three months ended March 31, 2021, which was relatively flat compared to the corresponding period in 2020. The ongoing global semiconductor supply shortage, macro-economic impact of COVID-19 and geopolitical tensions may place pressure on China's automotive industry. Our Automotive China JVs generated equity income of $0.3 billion in the three months ended March 31, 2021. Although price competition, higher costs associated with commodities and raw materials and a more challenging regulatory environment related to emissions, fuel consumption and new energy vehicles will place pressure on our operations in China, we will continue to build on our strong brands, network, and partnerships in China as well as drive improvements in vehicle mix and cost.

Outside of China, industry sales were 5.9 million units in the three months ended March 31, 2021, representing an increase of 1.9% compared to the corresponding period in 2020. Our total vehicle sales outside of China were 0.2 million units for a market

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~~results.~~ ~~Capital spending originally expected to be incurred in 2020 will be re-timed to 2021, however over the two-year period we expect to maintain our normalized run-rate.~~

~~GMNA~~ ~~Industry sales in North America were 7.8 million units~~share of 3.7% in the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, representing a decrease of 25.5% compared to the corresponding period in 2019. U.S. industry sales were 6.6 million units in the six months ended June 30, 2020, representing a decrease of 23.7% compared to the corresponding period in 2019. As described above, we expect COVID-19 to result in a significant contraction of total North America industry volumes in 2020. However, industry volumes will ultimately depend upon, among other things, the duration, spread and intensity of the pandemic, related government responses and economic recovery all of which are uncertain and difficult to predict in light of the rapidly evolving landscape.

~~Our total vehicle sales in the U.S., our largest market in North America, totaled~~ 1.1 ~~million units for market share of 16.8% in the six months ended June 30, 2020, representing an increase of 0.5~~ percentage points compared to the corresponding period in ~~2019. We continue to lead the U.S. industry in market share.~~2020.

As discussed above, in response to COVID-19, we suspended production across our manufacturing facilities in the U.S., Canada and Mexico in March 2020. We gradually resumed critical manufacturing operations in North America beginning in May 2020 and reached production levels in line with industry demand in June 2020. We continue to follow physical distancing guidance, enhanced deep cleaning procedures and provide personal protective equipment to protect our employees.

The Unifor contract ratified in September 2016 covering certain hourly employees in Canada expires in September 2020. For discussion of the risks related to a significant labor disruption at one of our facilities, refer to Item 1A. Risk Factors of our 2019 Form 10-K.

~~GMI~~ Industry sales in China were 10.2 million units in the six months ended June 30, 2020, representing a decrease of 19.3% compared to the corresponding period in 2019. Our total vehicle sales in China were 1.2 million units for market share of 11.5% in the six months ended June 30, 2020, representing a decrease of 0.9 percentage points compared to the corresponding period in 2019. The sales across all brands decreased in the six months ended June 30, 2020, compared to the corresponding period in 2019, primarily driven by an industry downturn significantly impacted by the COVID-19 pandemic. We expect both GM and industry sales to gradually recover as the impact of the COVID-19 pandemic in China subsides; however, the ongoing global macro-economic impact of COVID-19 and geopolitical tensions may continue to place pressure on China's automotive industry. ~~Our Automotive China JVs generated equity income of $0.2 billion and an equity loss of $0.2 billion in the three months ended June 30, 2020 and March 31, 2020. A continuation of industry weakness and pricing pressures, a more challenging regulatory environment related to emissions, fuel consumption and new energy vehicles, and continued weakness in the Chinese Yuan against the U.S. Dollar~~ will continue to place pressure on our operations in China. While we expect lower China equity income in the near term, we will continue to build upon our strong brands, network, and partnerships in China as well as continue to drive improvements in vehicle mix and cost.

Outside of China, industry sales were 9.5 million units in the six months ended June 30, 2020, representing a decrease of 27.0% compared to the corresponding period in 2019, primarily due to the ongoing global macro-economic impact of COVID-19. Our total vehicle sales outside of China were 0.5 million units for market share of 4.9% in the six months ended June 30, 2020, representing an increase of 0.3 percentage points compared to the corresponding period in 2019.

In the six months ended June 30, 2020, restructuring actions in GMI were related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand, with cessation of Holden vehicle sales by 2021, the execution of binding term sheets with Great Wall Motors to sell our vehicle and powertrain manufacturing facilities in Thailand, and the wind-down of our vehicle sales operations in Thailand, targeted for completion by the end of 2020. These actions were taken to strengthen the Company's core business and focus investment on other opportunities that will derive the greatest returns for shareholders and support investment in future technologies. We recorded charges of $0.6 billion in the six months ended June 30, 2020 and expect to incur additional charges of $0.4 billion in the six months ending December 31, 2020. We also recorded deferred tax charges of $0.2 billion in the six months ended June 30, 2020. We expect additional net cash outflows of approximately $0.2 billion, which includes expected proceeds of approximately $0.1 billion from the sale of our manufacturing facility in Thailand, to be substantially complete by the end of 2020. The charges will primarily be considered special for EBIT-adjusted, EPS-diluted-adjusted and adjusted automotive free cash flow purposes. We intend to continue to provide servicing and spare parts to customers for an extended period of time in Australia, New Zealand and Thailand. Refer to Note 17 to our condensed consolidated financial statements for additional information related to these restructuring actions.

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Cruise We are actively testing our autonomous vehicles in the U.S. Gated by safety and regulation, we continue to make significant progress towards commercialization of a network of on-demand autonomous vehicles in the U.S.

~~Corporate~~ ~~Mark-to-market equity securities and warrants held by Corporate totaled $0.7 billion at June 30, 2020, a decrease of $0.8~~In the three months ended March 31, 2021, Cruise Holdings issued Cruise Class G Preferred Shares in exchange for $2.5 billion from ~~December 2019, due~~Microsoft and other investors, including $1.0 billion from General Motors Holdings LLC. All proceeds related to the ~~liquidation~~Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings. In addition, Cruise Holdings, General Motors Holdings LLC and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider. Refer to Note 16 to our ~~shares in Lyft and market price fluctuations. Market price changes of our PSA warrants generated unrealized losses of $0.3 billion in the six months ended June 30, 2020, compared to a gain of $0.2 billion in the corresponding period in 2019.~~condensed consolidated financial statements for further details.

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

We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and our market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors as well as sales to the U.S. Government and excludes vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the ~~six~~three months ended ~~June 30, 2020,~~ ~~32.3%~~March 31, 2021, 29.5% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by automotive segment (vehicles in thousands):


		Three Months Ended										Six Months Ended											Three Months Ended
		June 30, 2020				June 30, 2019					June 30, 2020						June 30, 2019					March 31, 2021	March 31, 2020
GMNA	GMNA	331	78.6	%	870	77.1	%	1,106	79.8	%	1,729	77.7	%	GMNA	664	80.9		%	775	80.3	%
GMI	GMI	90	21.4	%	259	22.9	%	281	20.2	%	495	22.3	%	GMI	157	19.1		%	191	19.7	%
Total	Total	421	100.0	%	1,129	100.0	%	1,387	100.0	%	2,224	100.0	%	Total	821	100.0		%	966	100.0	%

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

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


		Three Months Ended														Six Months Ended													Three Months Ended
		June 30, 2020						June 30, 2019							June 30, 2020									June 30, 2019				March 31, 2021		March 31, 2020
		Industry	GM	Market Share		Industry	GM	Market Share		Industry	GM	Market Share		Industry	GM	Market Share			Industry	GM	Market Share		Industry		GM	Market Share
North America	North America																	North America
United States	United States	3,030	492	16.3	%	4,560	747	16.4	%	6,611	1,111	16.8	%	8,667	1,412	16.3	%	United States	3,968	642	16.2	%	3,579		618	17.3	%
Other	Other	492	73	14.7	%	977	129	13.2	%	1,198	173	14.5	%	1,816	239	13.1	%	Other	724	104	14.4	%	706		101	14.3	%
Total North America	Total North America	3,522	565	16.0	%	5,537	876	15.8	%	7,809	1,284	16.4	%	10,483	1,651	15.7	%	Total North America	4,692	746	15.9	%	4,285		719	16.8	%
Asia/Pacific, Middle East and Africa	Asia/Pacific, Middle East and Africa																	Asia/Pacific, Middle East and Africa
China(a)	China(a)	6,280	714	11.4	%	6,464	754	11.7	%	10,226	1,175	11.5	%	12,678	1,568	12.4	%	China(a)	6,661	780	11.7	%	3,946		462	11.7	%
Other	Other	3,299	130	4.0	%	5,245	145	2.8	%	8,208	275	3.3	%	10,886	277	2.6	%	Other	5,006	100	2.0	%	4,909		143	2.9	%
Total Asia/Pacific, Middle East and Africa	Total Asia/Pacific, Middle East and Africa	9,579	844	8.8	%	11,709	899	7.7	%	18,434	1,450	7.9	%	23,564	1,845	7.8	%	Total Asia/Pacific, Middle East and Africa	11,667	880	7.5	%	8,855		605	6.8	%
South America	South America																	South America
Brazil	Brazil	251	40	15.8	%	700	116	16.5	%	809	134	16.6	%	1,308	222	17.0	%	Brazil	528	75	14.2	%	558		95	17.0	%
Other	Other	138	17	12.4	%	374	46	12.4	%	445	55	12.3	%	769	96	12.4	%	Other	355	43	12.1	%	311		37	12.1	%
Total South America	Total South America	389	57	14.6	%	1,074	162	15.1	%	1,254	189	15.1	%	2,077	318	15.3	%	Total South America	883	118	13.3	%	869		132	15.2	%
Total in GM markets	Total in GM markets	13,490	1,466	10.9	%	18,320	1,937	10.6	%	27,497	2,923	10.6	%	36,124	3,814	10.6	%	Total in GM markets	17,242	1,744	10.1	%	14,009		1,456	10.4	%
Total Europe	Total Europe	2,479	—	—	%	5,145	1	—	%	6,193	—	—	%	10,081	2	—	%	Total Europe	3,887	—	—	%	3,712		—	—	%
Total Worldwide(b)	Total Worldwide(b)	15,969	1,466	9.2	%	23,465	1,938	8.3	%	33,690	2,923	8.7	%	46,205	3,816	8.3	%	Total Worldwide(b)	21,129	1,744	8.3	%	17,721		1,456	8.2	%
United States	United States																	United States
Cars	Cars	671	37	5.5	%	1,263	107	8.5	%	1,559	109	7.0	%	2,442	223	9.1	%	Cars	846	61	7.2	%	891		72	8.1	%
Trucks	Trucks	840	253	30.2	%	1,181	356	30.1	%	1,788	545	30.5	%	2,150	629	29.3	%	Trucks	1,048	307	29.3	%	946		292	30.8	%
Crossovers	Crossovers	1,519	202	13.3	%	2,116	284	13.4	%	3,264	457	14.0	%	4,075	560	13.7	%	Crossovers	2,074	274	13.2	%	1,742		254	14.6	%
Total United States	Total United States	3,030	492	16.3	%	4,560	747	16.4	%	6,611	1,111	16.8	%	8,667	1,412	16.3	%	Total United States	3,968	642	16.2	%	3,579		618	17.3	%
China(a)	China(a)																	China(a)
SGMS	SGMS		350				372				557				754			SGMS		347					207
SGMW	SGMW		364				382				618				814			SGMW		433					255
Total China	Total China	6,280	714	11.4	%	6,464	754	11.7	%	10,226	1,175	11.5	%	12,678	1,568	12.4	%	Total China	6,661	780	11.7	%	3,946		462	11.7	%

__________

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

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

In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we estimate we were the market share leader in North ~~America and South America and had the number~~ ~~two~~ ~~market share in China.~~America.

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


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
GMNA	GMNA	70		207		269		397		GMNA	133		199
GMI	GMI	47		127		126		219		GMI	60		79
Total fleet sales	Total fleet sales	117		334		395		616		Total fleet sales	193		278

Fleet sales as a percentage of total vehicle sales	Fleet sales as a percentage of total vehicle sales	8.0	%	17.2	%	13.5	%	16.2	%	Fleet sales as a percentage of total vehicle sales	11.1	%	19.1	%

3530

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM Financial We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales throughout various economic cycles. GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices. Used vehicle prices increased approximately 11% for the ~~six~~three months ended ~~June 30, 2020 decreased~~March 31, 2021, compared to the same period in ~~2019.~~ ~~Prices were heavily impacted by softening in the used vehicle market in late March and April,~~2020, primarily due to ~~impacts from~~continued low new vehicle inventory compounded by the ~~COVID-19 pandemic. Sales volume~~global semiconductor supply shortage impacting automotive production, and ~~pricing increased~~strong demand for new and used vehicles driven by economic recovery and government stimulus. In 2021, GM Financial expects used vehicle prices to increase by an amount in ~~May and June relative~~the low to ~~April,~~mid single digits on a percentage basis, as compared to 2020 levels, primarily due to ~~lower~~sustained low new vehicle inventory and continued strong ~~demand for used vehicles. However,~~ ~~GM Financial’s current outlook for~~demand. The increase in used vehicle prices ~~is consistent with industry forecasts~~resulted in gains on terminations of ~~a 6% to 8% decrease~~leased vehicles of $0.4 billion in ~~2020 compared to 2019 due to expected continued impacts from the COVID-19 pandemic.~~ Despite a very strong recovery from the lowest prices in April, used vehicle prices face headwinds in the second half of 2020; driven by increased supply due to: (1) increased off-lease supply from terminated leases that were extended; (2) sales of rental car fleets; (3) increased repossession activity; and (4) weaker dealer demand due to increases in new vehicle inventory and trade-in activity. Additional headwinds to used vehicle prices in the second half of 2020 include economic uncertainty, new vehicle incentive levels and normal seasonal pricing weakness. GM Financial ~~updated residual value estimates as of March 31, 2020 based upon used vehicle market forecasts at that date~~interest, operating and ~~increased the depreciation rate~~other expenses for the three months ended ~~June 30, 2020. GM Financial’s residual value estimates as~~March 31, 2021, compared to gains of ~~June 30, 2020 are consistent with the prior quarter; therefore, we~~ ~~expect to record increased depreciation expense~~$0.1 billion in the ~~second half of~~corresponding period in 2020. If used vehicle prices outperform industry expectations, GM Financial may record increased gains on sales of off-lease vehicles due to lower net book values and/or decreased depreciation expense in future quarters. The following table summarizes the estimated residual value based on ~~our~~GM Financial's most recent estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in ~~thousands)~~thousands):


		June 30, 2020								December 31, 2019										March 31, 2021			December 31, 2020
		Residual Value		Units	Percentage		Residual Value		Units	Percentage			Residual Value		Units	Percentage		Residual Value		Units	Percentage
Crossovers	Crossovers	$	15,752	966	63.2	%	$	15,950	972	60.5	%	Crossovers	$	16,632	965	65.9	%	$	16,334	964	65.5	%
Trucks	Trucks	7,021		280	18.3	%	7,256		288	18.0	%	Trucks	7,838		279	19.1	%	7,455		275	18.7	%
SUVs	SUVs	3,415		97	6.4	%	3,917		108	6.7	%	SUVs	3,459		91	6.2	%	3,435		92	6.3	%
Cars	Cars	2,501		185	12.1	%	3,276		238	14.8	%	Cars	1,865		129	8.8	%	1,949		140	9.5	%
Total	Total	$	28,689	1,528	100.0	%	$	30,399	1,606	100.0	%	Total	$	29,794	1,464	100.0	%	$	29,173	1,471	100.0	%

GM Financial's penetration of our retail sales in the ~~U.S. decreased to 49%~~U.S. was 44% in the ~~six~~three months ended ~~June 30, 2020 from~~March 31, 2021 and ~~50%~~45% in the corresponding period in ~~2019.~~2020. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in North America increased to ~~74%~~72% in the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 from ~~73%~~65% in the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, GM Financial's revenue consisted of leased vehicle income of ~~70%~~68%, retail finance charge income of ~~25%~~28% and commercial finance charge income of 3%2%.

Consolidated Results We review changes in our results of operations under five categories: volume, mix, price, cost and other. Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market share and changes in dealer stock levels. Mix measures the impact of changes to the regional portfolio due to product, model, trim, country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related to Manufacturer’s Suggested Retail Price and various sales allowances. Cost primarily includes: (1) material and freight; (2) manufacturing, engineering, advertising, administrative and selling and warranty expense; and (3) non-vehicle related activity. Other primarily includes foreign exchange and non-vehicle related automotive revenues as well as equity income or loss from our nonconsolidated affiliates. ~~Due to the uncertainty related to the COVID-19 pandemic, our results in the three and six months ended June 30, 2020 in revenues and costs may not be indicative of results for the remainder of 2020.~~ Refer to the regional sections of this MD&A for additional information.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

Total Net Sales and Revenue

Three Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2020 June 30, 2019 Volume Mix Price Other
(Dollars in billions)
GMNA $ 11,604 $ 28,324 $ (16,720) (59.0) % $ (16.1) $ (1.0) $ 0.9 $ (0.5)
GMI 1,677 4,047 (2,370) (58.6) % $ (2.2) $ 0.2 $ — $ (0.4)
Corporate 80 54 26 48.1 % $ —
Automotive 13,361 32,425 (19,064) (58.8) % $ (18.3) $ (0.8) $ 0.9 $ (0.9)
Cruise 28 25 3 12.0 % $ —
GM Financial 3,423 3,639 (216) (5.9) % $ (0.2)
Eliminations/reclassifications (34) (29) (5) (17.2) % $ —
Total net sales and revenue $ 16,778 $ 36,060 $ (19,282) (53.5) % $ (18.3) $ (0.8) $ 0.9 $ (1.1)

Six Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2020 June 30, 2019 Volume Mix Price Other
(Dollars in billions)
GMNA $ 37,435 $ 55,689 $ (18,254) (32.8) % $ (18.5) $ (0.2) $ 0.9 $ (0.5)
GMI 4,957 7,897 (2,940) (37.2) % $ (2.8) $ 0.6 $ — $ (0.7)
Corporate 118 100 18 18.0 % $ —
Automotive 42,510 63,686 (21,176) (33.3) % $ (21.3) $ 0.4 $ 1.0 $ (1.2)
Cruise 53 50 3 6.0 % $ —
GM Financial 6,984 7,259 (275) (3.8) % $ (0.3)
Eliminations/reclassifications (60) (57) (3) (5.3) % $ — $ —
Total net sales and revenue $ 49,487 $ 70,938 $ (21,451) (30.2) % $ (21.3) $ 0.4 $ 1.0 $ (1.5)

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~Automotive and Other Cost of Sales~~

Three Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2020 June 30, 2019 Volume Mix Cost Other

(Dollars in billions)
GMNA $ 11,165 $ 24,371 $ 13,206 54.2 % $ 11.7 $ 0.2 $ 1.5 $ (0.2)
GMI 2,015 3,633 1,618 44.5 % $ 2.0 $ (0.2) $ (0.3) $ 0.2
Corporate 76 32 (44) n.m. $ (0.1) $ —
Cruise 188 292 104 35.6 % $ 0.1 $ —
Eliminations — (1) (1) n.m. $ —
Total automotive and other cost of sales $ 13,444 $ 28,327 $ 14,883 52.5 % $ 13.7 $ (0.1) $ 1.2 $ 0.1

~~________~~

~~n.m. = not meaningful~~

Six Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2020 June 30, 2019 Volume Mix Cost Other
(Dollars in billions)
GMNA $ 33,718 $ 49,342 $ 15,624 31.7 % $ 13.5 $ (0.2) $ 2.4 $ (0.1)
GMI 5,898 6,662 764 11.5 % $ 2.5 $ (0.5) $ (1.6) $ 0.3
Corporate 183 67 (116) n.m. $ (0.1) $ (0.1)
Cruise 371 487 116 23.8 % $ 0.1 $ —
Eliminations — (2) (2) n.m. $ — $ —
Total automotive and other cost of sales $ 40,170 $ 56,556 $ 16,386 29.0 % $ 16.0 $ (0.7) $ 0.9 $ 0.2

~~________~~

~~n.m. = not meaningful~~

~~In the three months ended June 30, 2020, favorable~~ Cost was primarily due to: (1) favorable cost of $0.9 billion primarily due to the impact of COVID-19, inclusive of the suspension of production and austerity measures as well as cost savings associated with transformation activities; ~~(2) charges of $0.4 billion primarily related to supplier-related charges and accelerated depreciation resulting from transformation activities in 2019; and (3)~~ ~~decreased costs of $0.3 billion related to parts and accessories sales; partially offset by (4) a benefit of $0.4 billion related to the retrospective recoveries of indirect taxes in Brazil in 2019.~~

~~In the six months ended June 30, 2020, favorable~~ Cost was primarily due to: (1) charges of $1.1 billion primarily related to accelerated depreciation and supplier-related charges resulting from transformation activities in 2019; (2) favorable cost of $1.0 billion primarily due to the impact of COVID-19, inclusive of the suspension of production and austerity measures as well as cost savings associated with transformation activities; and (3) decreased costs of $0.3 billion related to parts and accessories sales; partially offset by (4) a benefit of $1.2 billion related to the retrospective recoveries of indirect taxes in Brazil in 2019; and (5) ~~charges of $0.5 billion primarily related to dealer restructuring charges,~~ ~~property and intangible asset impairments and inventory provisions in Australia, New Zealand, and Thailand. In the six months ended June 30, 2020, favorable~~ ~~Other was due to the foreign currency effect resulting from the weakening of the Brazilian Real and other currencies against the U.S. Dollar.~~

~~Automotive and other selling, general and administrative expense~~

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2020 June 30, 2019 % June 30, 2020 June 30, 2019 %
Automotive and other selling, general and administrative expense $ 1,310 $ 2,102 $ 792 37.7 % $ 3,280 $ 4,201 $ 921 21.9 %

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~In the three months ended June 30, 2020, Automotive and other selling, general and administrative expense decreased~~ primarily due to decreased advertising and other costs of $0.8 billion primarily related to the impact of COVID-19, inclusive of austerity measures and cost savings associated with transformation activities.

~~In the six months ended June 30, 2020, Automotive and other selling, general and administrative expense decreased primarily~~ ~~due to decreased advertising and other costs of $0.9 billion primarily related to the impact of COVID-19, inclusive of austerity measures and cost savings associated with transformation activities.~~

~~Interest Income and Other Non-operating Income, net~~

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2020 June 30, 2019 % June 30, 2020 June 30, 2019 %
Interest income and other non-operating income, net $ 413 $ 364 $ 49 13.5 % $ 724 $ 1,169 $ (445) (38.1) %

In the three months ended June 30, 2020, Interest income and other non-operating income, net increased primarily due to gains related to PSA warrants and our investment in Lyft of $0.2 billion, partially offset by several other insignificant items.

In the six months ended June 30, 2020, Interest income and other non-operating income, net decreased primarily due to losses related to PSA warrants and lower gains in our investment in Lyft of $0.7 billion, partially offset by increased non-service pension income of $0.2 billion.

~~The following table summarizes gains (losses) related to our investment in Lyft and PSA warrants:~~

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Gains (losses) related to Lyft $ 4 $ (65) $ 69 $ 10 $ 220 $ (210)
Gains (losses) related to PSA warrants 114 32 82 (303) 171 (474)
Total gains (losses) on investments $ 118 $ (33) $ 151 $ (293) $ 391 $ (684)

~~Income Tax Expense~~

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2020 June 30, 2019 % June 30, 2020 June 30, 2019 %
Income tax expense (benefit) $ (112) $ 524 $ 636 n.m. $ 245 $ 661 $ 416 62.9 %

~~________~~

~~n.m. = not meaningful~~

~~In the three months ended June 30, 2020, Income tax expense decreased primarily due to lower pre-tax income.~~

~~In the six months ended June 30, 2020, Income tax expense decreased primarily due tolower pre-tax income, partially offset by establishment of a valuation allowance.~~

~~For the three and six months ended June 30, 2020, our ETR-adjusted was 14.6% and 23.2%.~~

~~Refer to~~ ~~Note 16~~ ~~to our condensed consolidated financial statements for additional information related to Income tax expense.~~

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~GM North America~~

Three Months Ended Favorable / (Unfavorable) % Variance Due To
June 30, 2020 June 30, 2019 Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 11,604 $ 28,324 $ (16,720) (59.0) % $ (16.1) $ (1.0) $ 0.9 $ (0.5)
EBIT (loss)-adjusted $ (101) $ 3,022 $ (3,123) n.m. $ (4.4) $ (0.8) $ 0.9 $ 1.4 $ (0.2)
EBIT (loss)-adjusted margin (0.9) % 10.7 % (11.6) %
(Vehicles in thousands)
Wholesale vehicle sales 331 870 (539) (62.0) %

~~__________~~

~~n.m. = not meaningful~~

Six Months Ended Favorable / (Unfavorable) % Variance Due To
June 30, 2020 June 30, 2019 Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 37,435 $ 55,689 $ (18,254) (32.8) % $ (18.5) $ (0.2) $ 0.9 $ (0.5)
EBIT-adjusted $ 2,093 $ 4,918 $ (2,825) (57.4) % $ (4.9) $ (0.4) $ 0.9 $ 1.8 $ (0.3)
EBIT-adjusted margin 5.6 % 8.8 % (3.2) %
(Vehicles in thousands)
Wholesale vehicle sales 1,106 1,729 (623) (36.0) %


	Three Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	March 31, 2021		March 31, 2020						Volume		Mix		Price		Other
									(Dollars in billions)
GMNA	$	25,957	$	25,831	$	126	0.5	%	$	(3.3)	$	1.6	$	1.7	$	0.1
GMI	3,086		3,280		(194)		(5.9)	%	$	(0.5)	$	0.2	$	0.3	$	(0.2)
Corporate	19		38		(19)		(50.0)	%							$	—
Automotive	29,062		29,149		(87)		(0.3)	%	$	(3.8)	$	1.8	$	2.0	$	(0.1)
Cruise	30		25		5		20.0	%							$	—
GM Financial	3,407		3,561		(154)		(4.3)	%							$	(0.2)
Eliminations/reclassifications	(25)		(26)		1		3.8	%			$	—			$	—
Total net sales and revenue	$	32,474	$	32,709	$	(235)	(0.7)	%	$	(3.8)	$	1.8	$	2.0	$	(0.3)

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive and Other Cost of Sales


	Three Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	March 31, 2021		March 31, 2020						Volume		Mix		Cost		Other
									(Dollars in billions)
GMNA	$	21,962	$	22,553	$	591	2.6	%	$	2.5	$	(0.6)	$	(1.3)	$	—
GMI	2,897		3,883		986		25.4	%	$	0.4	$	—	$	0.3	$	0.2
Corporate	29		107		78		72.9	%					$	—	$	0.1
Cruise	227		183		(44)		(24.0)	%					$	—
Eliminations	—		—		—		—	%			$	—	$	—
Total automotive and other cost of sales	$	25,115	$	26,726	$	1,611	6.0	%	$	2.9	$	(0.6)	$	(1.0)	$	0.3

In the three months ended March 31, 2021, increased Cost was primarily due to: (1) increased material and freight costs of $1.0 billion; and (2) increased engineering costs of $0.2 billion primarily related to accelerating our electric vehicle portfolio; partially offset by (3) charges of $0.4 billion in asset impairments and dealer restructuring charges in Australia, New Zealand, and Thailand in 2020. In the three months ended March 31, 2021, favorable Other was primarily due to the foreign currency effect resulting from the weakening of the Brazilian Real against the U.S. Dollar.

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

Automotive and other selling, general and administrative expense


	Three Months Ended				Favorable/ (Unfavorable)
	March 31, 2021		March 31, 2020				%
Automotive and other selling, general and administrative expense	$	1,803	$	1,970	$	167	8.5	%

In the three months ended March 31, 2021, Automotive and other selling, general and administrative expense decreased primarily due to several insignificant items.

Interest Income and Other Non-operating Income, net


	Three Months Ended				Favorable/ (Unfavorable)
	March 31, 2021		March 31, 2020				%
Interest income and other non-operating income, net	$	799	$	311	$	488	n.m.

________

n.m. = not meaningful

Interest income and other non-operating, net increased primarily due to $0.2 billion in gains in the three months ended March 31, 2021 compared to $0.4 billion in losses in the three months ended March 31, 2020 related to Stellantis warrants.

Income Tax Expense


	Three Months Ended				Favorable/ (Unfavorable)
	March 31, 2021		March 31, 2020				%
Income tax expense	$	1,177	$	357	$	(820)	n.m.

________

n.m. = not meaningful

In the three months ended March 31, 2021, Income tax expense increased primarily due to an increase in pre-tax income.

For the three months ended March 31, 2021, our ETR-adjusted was 20.5%. We expect our adjusted effective tax rate to be approximately 24% for the year ending December 31, 2021.

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM North America


	Three Months Ended						Favorable / (Unfavorable)			%		Variance Due To
	March 31, 2021			March 31, 2020								Volume		Mix		Price		Cost		Other
												(Dollars in billions)
Total net sales and revenue	$	25,957		$	25,831		$	126		0.5	%	$	(3.3)	$	1.6	$	1.7			$	0.1
EBIT-adjusted	$	3,134		$	2,194		$	940		42.8	%	$	(0.9)	$	1.0	$	1.7	$	(1.1)	$	0.1
EBIT-adjusted margin	12.1		%	8.5		%	3.6		%
	(Vehicles in thousands)
Wholesale vehicle sales	664			775			(111)			(14.3)	%

GMNA Total Net Sales and Revenue In the three months ended March 31, 2021, Total net sales and revenue increased primarily due to: (1) favorable price primarily due to the launch of our new full-size SUVs and lower incentives due to decreased dealer inventory levels; and (2) favorable mix associated with decreased sales of passenger cars and crossover vehicles and improved mix associated with our full-size pickup trucks; partially offset by (3) decreased net wholesale volumes across most vehicle lines due to lost production volumes resulting from the shortage of semiconductors in 2021, partially offset by lost production as a result of COVID-19 related shutdowns in 2020.

GMNA EBIT-Adjusted In the three months ended March 31, 2021, EBIT-adjusted increased primarily due to: (1) favorable price; and (2) favorable mix; partially offset by (3) increased Cost due to increased material and freight cost of $1.0 billion and increased engineering cost primarily related to accelerating our electric vehicle portfolio of $0.2 billion; and (4) decreased net wholesale volumes.

GM International


	Three Months Ended						Favorable / (Unfavorable)					Variance Due To
	March 31, 2021			March 31, 2020						%		Volume		Mix		Price		Cost		Other
												(Dollars in billions)
Total net sales and revenue	$	3,086		$	3,280		$	(194)		(5.9)	%	$	(0.5)	$	0.2	$	0.3			$	(0.2)
EBIT (loss)-adjusted	$	308		$	(551)		$	859		n.m.		$	—	$	0.2	$	0.3	$	(0.1)	$	0.5
EBIT (loss)-adjusted margin	10.0		%	(16.8)		%	26.8		%
Equity income (loss) — Automotive China	$	308		$	(167)		$	475		n.m.
EBIT (loss)-adjusted — excluding Equity income	$	—		$	(384)		$	384		n.m.
	(Vehicles in thousands)
Wholesale vehicle sales	157			191			(34)			(17.8)	%

__________

n.m. = not meaningful

~~GMNA Total Net Sales and Revenue~~ ~~In the three months ended June 30, 2020, Total net sales and revenue~~ ~~decreased~~ ~~primarily due to~~: (1) decreased net wholesale volumes across most vehicle lines as a result of suspending production due to the COVID-19 pandemic; (2) unfavorable mix associated with decreased sales of full-size SUVs and pickup trucks partially offset by decreased sales of crossover vehicles and passenger cars; and (3) unfavorable Other primarily due to decreased sales of parts and accessories; partially offset by (4) favorable price ~~primarily due to full-size pickup trucks and crossover vehicles.~~

In the six months ended June 30, 2020, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes across most vehicle lines as a result of suspending production due to the COVID-19 pandemic; (2) unfavorable mix associated with decreased sales of full-size SUVs and pickup trucks partially offset by decreased sales of crossover vehicles and passenger cars; and (3) unfavorable Other primarily due to decreased sales of parts and accessories; partially offset by (4) favorable price ~~primarily due to crossover vehicles and full-size pickup trucks~~.

~~GMNA EBIT (Loss)-Adjusted~~ In the three months ended June 30, 2020, EBIT-adjusted decreased primarily due to: (1) decreased net wholesale volumes; (2) unfavorable mix; and (3) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Mexican Peso against the U.S. Dollar; partially offset by (4) favorable Cost due to savings in advertising of $0.5 billion, engineering of $0.4 billion and manufacturing of $0.4 billion, all inclusive of the suspension of production and austerity measures in response to the COVID-19 pandemic as well as transformation activities, and increased non-service pension income; and (5) favorable price.

In the six months ended June 30, 2020, EBIT-adjusted decreased primarily due to: (1) decreased net wholesale volumes; (2) unfavorable mix; and (3) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Mexican Peso against the U.S. Dollar; partially offset by (4) favorable Cost due to savings in advertising of $0.6 billion, engineering of $0.5 billion and manufacturing of $0.4 billion, all inclusive of the suspension of production and austerity measures in response to the COVID-19 pandemic as well as transformation activities, increased non-service pension income of $0.2 billion and favorable material performance of $0.2 billion; and (5) favorable price.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~GM International~~

Three Months Ended Favorable / (Unfavorable) Variance Due To
June 30, 2020 June 30, 2019 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 1,677 $ 4,047 $ (2,370) (58.6) % $ (2.2) $ 0.2 $ — $ (0.4)
EBIT (loss)-adjusted $ (270) $ (48) $ (222) n.m. $ (0.2) $ — $ — $ 0.1 $ (0.1)
EBIT (loss)-adjusted margin (16.1) % (1.2) % (14.9) %
Equity income — Automotive China $ 169 $ 235 $ (66) (28.1) %
EBIT (loss)-adjusted — excluding Equity income $ (439) $ (283) $ (156) (55.1) %
(Vehicles in thousands)
Wholesale vehicle sales 90 259 (169) (65.3) %

~~__________~~

~~n.m. = not meaningful~~

Six Months Ended Favorable / (Unfavorable) Variance Due To
June 30, 2020 June 30, 2019 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 4,957 $ 7,897 $ (2,940) (37.2) % $ (2.8) $ 0.6 $ — $ (0.7)
EBIT (loss)-adjusted $ (821) $ (17) $ (804) n.m. $ (0.3) $ — $ 0.1 $ 0.1 $ (0.8)
EBIT (loss)-adjusted margin (16.6) % (0.2) % (16.4) %
Equity income — Automotive China $ 2 $ 611 $ (609) (99.7) %
EBIT (loss)-adjusted — excluding Equity income $ (823) $ (628) $ (195) (31.1) %
(Vehicles in thousands)
Wholesale vehicle sales 281 495 (214) (43.2) %

~~__________~~

~~n.m. = not meaningful~~

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

GMI Total Net Sales and Revenue In the three months ended ~~June 30, 2020,~~March 31, 2021, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale ~~volumes primarily due to lower industry~~ volumes due to lost production volumes resulting from the ~~COVID-19 pandemic primarily~~shortage of semiconductors in ~~Brazil~~2021 and ~~Asia/Pacific;~~the wind-down of our vehicle sales operations in Australia, New Zealand and Thailand; and (2) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Brazilian Real and ~~Argentine~~Argentinian Peso against the U.S. ~~Dollar and decreased parts and accessories sales,~~Dollar; partially offset by (3) favorable ~~mix in Brazil partially offset by unfavorable mix in the Middle East.~~

~~In the six months ended June 30, 2020, Total net sales and revenue decreased primarily due to:~~ ~~(1) decreased wholesale volumes primarily due to lower industry volumes and the COVID-19 pandemic primarily~~pricing across multiple vehicle lines in Brazil and ~~Asia/Pacific;~~Argentina; and (2) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Brazilian Real and Argentine Peso against the U.S. Dollar and decreased parts and accessories sales, partially offset by (3)(4) favorable mix in ~~Brazil and Asia/Pacific.~~Brazil.

GMI EBIT (Loss)-Adjusted In the three months ended ~~June 30, 2020, EBIT (loss)-adjusted increased primarily due to~~ ~~unfavorable volume.~~

~~In the six months ended June 30, 2020, EBIT (loss)-adjusted~~March 31, 2021, EBIT-adjusted increased primarily due to: (1) ~~unfavorable volume;~~favorable pricing; (2) favorable mix primarily in Brazil and ~~(2) unfavorable~~Asia/Pacific; and (3) favorable Other primarily due to ~~decreased~~increased equity ~~income and the foreign currency effect resulting from the weakening of the Argentine Peso and other currencies against the U.S. Dollar;~~ income; partially offset by ~~(3) favorable~~(4) unfavorable Cost primarily due to increased material costs, partially offset by decreased ~~advertising.~~

advertising expenses inclusive of savings related to the wind-down of our vehicle sales operations in Australia, New Zealand and Thailand.

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We view the Chinese market as important to our global growth strategy and are employing a multi-brand ~~strategy led by our Buick, Chevrolet and Cadillac brands.~~strategy. In the coming years we plan to leverage our global architectures to increase the number of product offerings under the Buick, Chevrolet and Cadillac brands in China and continue to grow our business under the local Baojun and Wuling ~~brands, with Baojun focusing its expansion in less developed cities and markets.~~brands. We operate in the Chinese market through a number of joint ventures and maintaining strong relationships with our joint venture partners is an important part of our China growth strategy.

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


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Wholesale vehicle sales, including vehicles exported to markets outside of China	Wholesale vehicle sales, including vehicles exported to markets outside of China	733		731		1,075		1,587		Wholesale vehicle sales, including vehicles exported to markets outside of China	675		341
Total net sales and revenue	Total net sales and revenue	$	9,239	$	9,002	$	13,560	$	19,148	Total net sales and revenue	$	9,875	$	4,321
Net income		$	562	$	499	$	214	$	1,266
Net income (loss)										Net income (loss)	$	586	$	(348)

Cruise


		Three Months Ended						Favorable / (Unfavorable)		%			Six Months Ended								Favorable / (Unfavorable)		%	Three Months Ended				Favorable / (Unfavorable)	%
		June 30, 2020		June 30, 2019									June 30, 2020		June 30, 2019									March 31, 2021		March 31, 2020
Total net sales and revenue(a)	Total net sales and revenue(a)	$	28	$	25	$	3	12.0	%		$	53	$	50	$	3	6.0	%	Total net sales and revenue(a)	$	30	$	25	$	5	20.0	%
EBIT (loss)-adjusted	EBIT (loss)-adjusted	$	(195)	$	(279)	$	84	30.1	%		$	(423)	$	(448)	$	25	5.6	%	EBIT (loss)-adjusted	$	(229)	$	(228)	$	(1)	(0.4)	%

__________

(a)~~Reclassified~~Partially reclassified to Interest income and other non-operating income, net in our condensed consolidated income statements in the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

~~Cruise EBIT (Loss)-Adjusted~~ ~~In the three and six months ended June 30, 2020, EBIT (loss)-adjusted~~ ~~decreased primarily due to a reduction in development costs as we progress towards the commercialization of a network of on-demand autonomous vehicles in the U.S.~~

GM Financial


		Three Months Ended									Increase/ (Decrease)		%				Six Months Ended										Increase/ (Decrease)			%		Three Months Ended					Increase/ (Decrease)	%
		June 30, 2020			June 30, 2019												June 30, 2020			June 30, 2019												March 31, 2021			March 31, 2020
Total revenue	Total revenue	$	3,423		$	3,639		$	(216)		(5.9)	%		$	6,984		$	7,259		$	(275)		(3.8)	%	Total revenue	$	3,407		$	3,561		$	(154)		(4.3)	%
Provision for loan losses	Provision for loan losses	$	327		$	179		$	148		82.7	%		$	793		$	354		$	439		n.m.		Provision for loan losses	$	(26)		$	466		$	(492)		n.m.
EBT-adjusted	EBT-adjusted	$	226		$	536		$	(310)		(57.8)	%		$	456		$	895		$	(439)		(49.1)	%	EBT-adjusted	$	1,182		$	230		$	952		n.m.

Average debt outstanding (dollars in billions)	Average debt outstanding (dollars in billions)	$	95.9		$	92.5		$	3.4		3.6	%		$	92.4		$	92.4		$	—		(0.1)	%	Average debt outstanding (dollars in billions)	$	93.9		$	88.8		$	5.1		5.7	%
Effective rate of interest paid	Effective rate of interest paid	3.3		%	4.1		%	(0.8)		%				3.5		%	4.1		%	(0.6)		%			Effective rate of interest paid	2.8		%	3.8		%	(1.0)		%

__________

n.m. = not meaningful

GM Financial Revenue In the three months ended ~~June 30, 2020,~~March 31, 2021, total revenue decreased primarily due to decreased leased vehicle income of $0.1 billion primarily due to a decrease in the leased vehicle portfolio and decreased commercial finance charge income of $0.1 billion due to a lower effective yield resulting from falling benchmark interest rates and a decrease in the commercial finance receivablesvehicles portfolio, as ~~a result~~terminations of ~~GM suspending manufacturing operations due to the COVID-19 pandemic.~~leases exceeded purchases.

~~In the six months ended June 30, 2020 total revenue~~ ~~decreased~~ primarily due to decreased leased vehicle income of $0.2 billion primarily due to a decrease in the leased vehicle portfolio and decreased investment income of $0.1 billion resulting from falling benchmark interest rates.

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GM Financial EBT-Adjusted In the three months ended ~~June 30, 2020,~~March 31, 2021, EBT-adjusted ~~decreased~~increased primarily due to: (1) decreased provision for loan losses of $0.5 billion primarily due to a reduction in the reserve levels established at March 31, 2020 at the onset of the COVID-19 pandemic, as a result of actual credit performance that was better than forecast; and favorable expectations for future charge-offs and recoveries, reflecting improved forecast economic conditions; (2) decreased leased vehicle ~~income~~expenses net of leased vehicle ~~expenses~~income of $0.3 billion primarily due to ~~a decrease in~~increased lease termination gains, due to the ~~leased vehicle portfolio and an~~ increase in used vehicle prices for the ~~depreciation rate resulting from lowered residual value estimates on~~three months ended March 31, 2021 compared to the ~~lease portfolio; (2) increased provision for loan losses of $0.1 billion primarily due to increased expected charge-offs~~same period in 2020; and ~~decreased expected recoveries as a result of the economic impact of the COVID-19 pandemic, inclusive of new CECL standard impacts; partially offset by~~ (3) decreased interest expense of $0.2 billion due to a ~~lower~~decrease in the effective rate of interest on ~~debt resulting from falling benchmark interest rates, partially offset by an increase in the average debt outstanding.~~debt.

In the six months ended June 30, 2020 EBT-adjusted decreased primarily due to: (1) increased provision for loan losses of $0.4 billion primarily due to increased expected charge-offs and decreased expected recoveries as a result of the economic impact of the COVID-19 pandemic, inclusive of new CECL standard impacts; (2) decreased leased vehicle income net of leased vehicle expenses of $0.2 billion primarily due to a decrease in the leased vehicle portfolio and an increase in the depreciation rate resulting from lowered residual value estimates on the lease portfolio; partially offset by (3) decreased interest expense of $0.3 billion due to a lower effective rate of interest on debt resulting from falling benchmark interest rates.

Liquidity and Capital Resources As described in the “Overview” section of this MD&A, the COVID-19 pandemic has had a material impact on our financial results and we expect it will continue to have a material impact on future periods, including our cash flows from operating activities and liquidity. The extent of COVID-19’s impact on our liquidity will depend upon, among other things, the duration, spread and intensity of the pandemic and related government responses such as required physical distancing, restrictions on business operations and travel, the pace of recovery of economic activity and the impact to consumers, all of which are uncertain and difficult to predict. Refer to Item 1A. Risk Factors for a full discussion of the risks associated with the COVID-19 pandemic.

In April and May 2020, to preserve financial flexibility in light of the current uncertainty in global markets resulting from the COVID-19 pandemic, we borrowed $15.9 billion under our revolving credit facilities, extended a portion of our revolving credit facilities for an additional year, issued $4.0 billion in senior unsecured notes and entered into a new unsecured 364-day, $2.0 billion revolving credit facility. See the "Automotive Liquidity" section of this MD&A for additional information on these liquidity actions. In response to the uncertainties created by the pandemic, we are executing a number of austerity measures to reduce costs, such as limiting advertising and other third-party spending, suspending our dividend on common shares, deferring salaried employee compensation and delaying non-critical projects, including certain future product programs.

~~Despite the negative impact COVID-19 continues to have on our liquidity, we~~We believe our current levels of cash, cash equivalents, ~~and~~ marketable debt securities, ~~which include the borrowings~~available borrowing capacity under our revolving credit facilities and other liquidity actions currently available to us are sufficient to meet our liquidity requirements. We also maintain access to the capital markets and may issue debt or equity securities, which may provide an additional source of liquidity. We have substantial cash requirements going forward, which

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we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the ongoing COVID-19 pandemic.

Our known current ~~and future~~ material uses of cash ~~relate~~include, among other possible demands: (1) capital expenditures of approximately $9.0 billion to ~~funding near-term operations through the current economic cycle including: (1) ongoing cash costs including~~$10.0 billion in 2021 in addition to payments for engineering and product development activities; (2) payments associated with previously announced vehicle recalls, the settlements of the multi-district litigation and any other recall-related ~~contingencies,~~contingencies; and (3) payments to service debt and other long-term obligations, including ~~repayment of amounts drawn on our revolving credit facilities and~~ discretionary and mandatory contributions to our pension plans; and (2) capital expenditures and payments for engineering and product development activities, which we expect will be significantly less than previously forecasted for the remainder of 2020 due to our austerity measures.plans. Our material future uses of cash, ~~will be~~which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program: (1) ~~reinvest in~~grow our business at an average target ROIC-adjusted rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18 billion; and (3) after the first two objectives are met, return available cash to shareholders. Our senior management evaluates our capital allocation program on an ongoing basis and recommends any modifications to the program to our Board of Directors, not less than once annually.

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 ~~Item 1A. Risk Factors in this Form 10-Q~~ and Part I, Item 1A. Risk Factors of our ~~2019~~2020 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 as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business.

Cash flows occur amongst our Automotive, Cruise and GM Financial operations that are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables

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financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise. The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities and funds available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations. ~~In response to the COVID-19 pandemic, we~~We have ~~taken immediate actions to provide for additional liquidity including drawing $15.9 billion on our revolving credit facilities and implementing austerity measures.~~ In May 2020, we issued $4.0 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 6.11% and maturity dates ranging from 2023 to 2027. The notes are governed by a sixth supplemental indenture and the same base indenture that governs our existing notes, which contains terms and covenants customary for these types of securities, including a limitation on the amount of certain secured debt we may incur. The net proceeds from the issuance of these senior unsecured notes provides additional financial flexibility and will be used for general corporate purposes. In May 2020, we also entered into a new unsecured 364-day, $2.0 billion revolving credit facility as an additional source of available liquidity. ~~We have~~not significantly changed the management of our liquidity, ~~by borrowing on~~including our ~~credit facilities, changing~~allocation of available liquidity, our ~~investment~~ portfolio composition and ~~taking significant austerity measures to provide better flexibility in response to COVID-19; however, we have not significantly changed~~ our investment guidelines since December 31, ~~2019.~~2020. Refer to Part II, Item 7. MD&A of our 2020 Form 10-K.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. ~~We increased our automotive~~Our Automotive borrowing capacity under credit facilities ~~from $17.5 billion at December 31, 2019 to~~totaled $18.5 billion at ~~June 30,~~March 31, 2021 and December 31, 2020. ~~At June 30, 2020 our automotive~~Total Automotive borrowing capacity under our credit facilities ~~consisted~~does not include our 364-day, $2.0 billion facility allocated for exclusive use by GM Financial. We did not have any borrowings against our primary facilities, but had letters of ~~four revolving~~ credit ~~facilities. These facilities consist~~outstanding under our sub-facility of $0.3 billion at March 31, 2021 and December 31, 2020.

In April 2021, we increased the total borrowing capacity of our five-year, $10.5 billion facility to $11.2 billion and extended the termination date for a $9.9 billion portion of the five-year facility by three years, now set to mature on April 18, 2026. The termination date of April 18, 2023 for the remaining portion of the five-year facility remains unchanged. We also renewed and increased the total borrowing capacity of our three-year, $4.0 billion facility ~~a five-year, $10.5~~to $4.3 billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0 billion facility ~~a three-year, $2.0 billion transformation facility and a new~~allocated for exclusive use by GM Financial, which now matures on April 6, 2022. We also terminated our 364-day, $2.0 billion revolving credit facility, entered into in May 2020. The three-year, $4.0 billion facility allows for borrowings in U.S. Dollars and other currencies and includes a letter of credit sub-facility of $1.1 billion. The five-year, $10.5 billion facility allows for borrowings in U.S. Dollars and other currencies. The three-year, $2.0 billion transformation facility andAdditionally, the new unsecured 364-day facility allow for borrowings in U.S. Dollars only. Total borrowing capacity under our automotive credit facilities does not include a 364-day, $2.0 billion facility designated for exclusive use by GM Financial, which allows for borrowings in U.S. Dollars only.

In April 2020, we renewed our 364-day, $2.0 billion facility designated for exclusive use by GM Financial for an additional 364-day term and extended $3.6 billion of the three-year, $4.0 billion facility for an additional year expiring in April 2022. The remaining portion will expire in April 2021, unless extended. As part of the extension of the three-year, $4.0 billion facility, we have agreed not to execute anyprior restrictions on share repurchases ~~until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $2.0 billion transformation facility. In addition, we are restricted from paying~~and dividends on our common shares ~~if outstanding borrowings under~~were removed upon entrance into the ~~revolving credit facilities exceed $5.0~~renewed three-year, $4.3 billion ~~with the exception of the three-year, $2.0 billion transformation~~ facility.

In the six months ended June 30, 2020, we borrowed $3.4 billion against our three-year, $4.0 billion facility, $2.0 billion against our three-year, $2.0 billion transformation facility and $10.5 billion against our five-year, $10.5 billion facility to preserve financial flexibility in response to the current uncertainty in global markets and the adverse economic environment resulting from the COVID-19 pandemic. We did not have any borrowings against our facilities at December 31, 2019. We had letters of credit outstanding under our sub-facility of $0.3 billion and $0.2 billion at June 30, 2020 and December 31, 2019. Refer to ~~Note 11~~ ~~to our condensed consolidated financial statements for additional information on the contractual maturities of our debt obligations.~~

If available capacity permits, GM Financial ~~has~~continues to have access to our automotive credit facilities, except for the three-year, $2.0 billion transformation ~~facility. In addition, GM Financial has exclusive use of~~facility and the 364-day, $2.0 billion facility that ~~expires~~we terminated in April 2021. GM Financial did not have borrowings outstanding against any of these facilities at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. We had intercompany loans from GM Financial of ~~$1.4~~$0.3 billion ~~which primarily consisted of $0.9 billion in funding for subvention owed in the three months ended June 30, 2020~~ and $0.4 billion ~~of commercial loans to dealers we consolidate~~ at ~~June 30,~~March 31, 2021 and December 31, 2020, ~~and $0.5 billion~~ which primarily consisted of commercial loans to dealers we ~~consolidate at December 31, 2019.~~consolidate. We did not have intercompany loans to GM ~~Financial.~~Financial at March 31, 2021 and December 31, 2020. Refer to Note 5 of4 to our condensed consolidated financial statements for additional information.

~~In the three and six months ended June 30, 2020, GM Financial's Board of Directors declared and paid dividends of $0.4 billion and $0.8 billion on its common stock.~~ ~~Future dividends from GM Financial will depend on several factors including~~

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GM Financial's Board of Directors declared and paid dividends of $0.6 billion and $0.4 billion on its common stock in the three months ended March 31, 2021 and 2020. Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio. In addition, we expect to continue to receive dividends from our Automotive China JVs on a normal cadence.

~~We continue~~ In April 2021, our China JV nonconsolidated affiliates declared dividends of $0.6 billion 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, investments with joint venture partners and strategic alliances that we believe would generate significant advantages and substantially strengthen our business.GM.

Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of ~~June 30, 2020~~March 31, 2021 and determined we are in compliance and expect to remain in compliance in the future.

In January 2017 we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with no expiration date as part of our common stock repurchase program. We have completed $1.7 billion of the $5.0 billion program through June 30, 2020. In April 2020 we agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $2.0 billion transformation facility.

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


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Automotive cash and cash equivalents, net(a)		$	20.0	$	13.4
Automotive cash and cash equivalents						Automotive cash and cash equivalents	$	13.1	$	14.2
Marketable debt securities	Marketable debt securities	8.3		3.9		Marketable debt securities	5.9		8.1
Automotive cash, cash equivalents and marketable debt securities, net		28.3		17.3
Automotive cash, cash equivalents and marketable debt securities						Automotive cash, cash equivalents and marketable debt securities	19.0		22.3
Cruise cash and cash equivalents~~(b)~~(a)	Cruise cash and cash equivalents~~(b)~~(a)	1.2		2.3		Cruise cash and cash equivalents~~(b)~~(a)	2.2		0.8
Cruise marketable debt securities~~(b)~~(a)	Cruise marketable debt securities~~(b)~~(a)	1.0		0.3		Cruise marketable debt securities~~(b)~~(a)	1.9		0.9
Available liquidity(b)	Available liquidity(b)	30.5		19.9		Available liquidity(b)	23.0		24.0
Available under credit facilities	Available under credit facilities	2.3		17.3		Available under credit facilities	18.2		18.2
Total available liquidity(b)	Total available liquidity(b)	$	32.8	$	37.2	Total available liquidity(b)	$	41.2	$	42.2

__________

(a)~~Amount is net of $0.5 billion owed for unsettled marketable debt securities at June 30, 2020.~~

~~(b)~~Amounts are designated exclusively for the use of Cruise.

(b)Amounts may not sum due to rounding.

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


	~~Six~~Three Months Ended ~~June 30, 2020~~March 31, 2021
Operating cash flow	$	~~(7.7)~~(1.1)
GM investment in Cruise	(1.0)
Capital expenditures	~~(2.3)~~(0.9)
~~Dividends paid and payments to purchase common stock~~	~~(0.6)~~





~~Issuance of senior unsecured notes~~Other non-operating	~~4.0~~ (0.3)
~~Borrowings against credit facilities~~	~~15.9~~
~~Other non-operating(a)~~	~~1.7~~
~~Decrease in available credit facilities~~	~~(15.0)~~
Total change in automotive available liquidity	$	~~(4.0)~~(3.3)

~~__________~~

Automotive Cash Flow (dollars in billions)


	Three Months Ended				Change
	March 31, 2021		March 31, 2020
Operating Activities
Net income	$	2.7	$	0.3	$	2.4
Depreciation, amortization and impairment charges	1.3		1.5		(0.2)
Pension and OPEB activities	(0.6)		(0.5)		(0.1)
Working capital	(3.3)		(0.7)		(2.6)
Accrued and other liabilities and income taxes	(1.5)		(0.9)		(0.6)
Other	0.3		0.6		(0.3)
Net automotive cash provided by (used in) operating activities	$	(1.1)	$	0.3	$	(1.4)

~~(a)~~

In the three months ended March 31, 2021,~~Amount includes $0.6~~ the decrease in Net automotive cash provided by (used in) operating activities was primarily due to: (1) unfavorable accounts receivable of $1.2 billion and inventory of ~~proceeds from the sale~~$1.0 billion; partially offset by (2) lower sales incentive payments of ~~our remaining shares in Lyft~~$1.0 billion; and ~~$0.9 billion in intercompany loans~~(3) higher dividends received from GM Financial ~~for subvention owed.~~

of $0.2 billion.

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~~Automotive Cash Flow (dollars in billions)~~

Six Months Ended Change
June 30, 2020 June 30, 2019
Operating Activities
Net income (loss) $ (0.5) $ 4.2 $ (4.7)
Depreciation, amortization and impairment charges 2.8 3.8 (1.0)
Pension and OPEB activities (0.8) (0.9) 0.1
Working capital (5.8) (4.6) (1.2)
Accrued and other liabilities and income taxes (4.9) — (4.9)
Other 1.5 (0.9) 2.4
Net automotive cash provided by (used in) operating activities $ (7.7) $ 1.6 $ (9.3)

In the six months ended June 30, 2020, the decrease in Net automotive cash provided by (used in) operating activities was primarily due to: (1) lower pre-tax earnings of $5.1 billion, the unwind of sales incentives of $4.4 billion, and the unwind of working capital, all impacted unfavorably by COVID-19; (2) lower dividends received from our nonconsolidated affiliates of $0.4 billion; partially offset by (3) dividends received from GM Financial of $0.8 billion; and (4) several other insignificant items.


		Six Months Ended								Change		Three Months Ended						Change
		June 30, 2020		June 30, 2019				Change			March 31, 2021			March 31, 2020			Change
Investing Activities	Investing Activities
Capital expenditures	Capital expenditures	$	(2.3)	$	(3.4)	$	1.1	Capital expenditures	$	(0.9)		$	(1.2)		$	0.3
Acquisitions and liquidations of marketable securities, net(a)	Acquisitions and liquidations of marketable securities, net(a)	(3.3)		(0.1)		(3.2)		Acquisitions and liquidations of marketable securities, net(a)	2.2			(2.4)			4.6
GM investment in Cruise	GM investment in Cruise	—		(0.7)		0.7		GM investment in Cruise	(1.0)			—			(1.0)
Other	Other	—		0.1		(0.1)		Other	(0.1)			—			(0.1)
Net automotive cash used in investing activities		$	(5.6)	$	(4.1)	$	(1.5)
Net automotive cash provided by (used in) investing activities								Net automotive cash provided by (used in) investing activities	$	0.2		$	(3.6)		$	3.8

__________

(a)Amount includes ~~$0.6~~$0.5 billion of proceeds from the sale of the vast majority of our ~~remaining~~Lyft, Inc. shares in ~~Lyft in~~ the ~~six~~three months ended ~~June 30,~~March 31, 2020.

In the ~~six~~three months ended ~~June 30, 2020, capital expenditures decreased due to the delay of non-critical projects, including certain future product programs, in response to the COVID-19 pandemic. Cash used in~~March 31, 2021, cash provided by acquisitions and liquidations of marketable securities, net increased due to liquidations of securities to fund operating activities and investments, compared to net acquisitions of securities from revolver proceeds during the ~~increased purchases of marketable securities with proceeds from the issuance of debt in response to the COVID-19 pandemic.~~

Six Months Ended Change
June 30, 2020 June 30, 2019
Financing Activities
Borrowings against credit facilities $ 15.9 $ 0.7 $ 15.2
Net proceeds from short-term debt(a) 1.6 0.8 0.8
Issuance of senior unsecured notes 4.0 — 4.0
Dividends paid and payments to purchase common stock (0.6) (1.1) 0.5
Other (0.3) (0.3) —
Net automotive cash provided by financing activities $ 20.6 $ 0.1 $ 20.5

~~__________~~

~~(a)Amount includes $0.9 billion intercompany loans from GM Financial for subvention owed in the six~~three months ended ~~June 30,~~March 31, 2020.


	Three Months Ended				Change
	March 31, 2021		March 31, 2020
Financing Activities
Borrowings against credit facilities	$	—	$	15.9	$	(15.9)
Net proceeds (payments) from short-term debt	(0.2)		0.3		(0.5)


Dividends paid and payments to purchase common stock	—		(0.6)		0.6
Other	0.2		(0.1)		0.3
Net automotive cash provided by financing activities	$	—	$	15.5	$	(15.5)

Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. ~~For~~In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, net automotive cash used in operating activities under U.S. GAAP was ~~$7.7~~$1.1 billion, capital expenditures were ~~$2.3~~$0.9 billion, and adjustments for management actions were insignificant.

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~~For~~In the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, net automotive cash provided by operating activities under U.S. GAAP was ~~$1.6~~$0.3 billion, capital expenditures were ~~$3.4~~$1.2 billion, and ~~an adjustment~~adjustments for management actions ~~related to transformation activities primarily in GMNA was $0.5 billion.~~were insignificant.

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, ~~(DBRS),~~ Fitch Ratings, ~~(Fitch),~~ Moody's Investor Service ~~(Moody's)~~ and Standard & ~~Poor's (S&P).~~Poor's. All four credit rating agencies currently rate our corporate credit at investment grade. ~~The following table summarizes~~In March 2021, Moody’s Investor Services affirmed our investment-grade credit ratings ~~at July 15, 2020:~~and raised our ratings outlook to stable. As of April 19, 2021, all other credit ratings remained unchanged since December 31, 2020.

~~Corporate~~

~~Revolving Credit Facilities~~

~~Senior Unsecured~~

~~Outlook~~

~~DBRS~~

~~BBB~~

~~N/A~~

~~Negative~~

~~Fitch~~

~~BBB-~~

~~Stable~~

~~Moody's~~

~~Investment Grade~~

~~Baa2~~

~~Baa3~~

~~Negative~~

~~S&P~~

~~BBB~~

~~Credit watch with negative implications~~

Rating actions taken by each of the credit rating agencies from January 1, 2020 through July 15, 2020 were as follows: (1) S&P revised their outlook to Credit watch with negative implications from Stable in March 2020; (2) Moody’s revised their outlook to Under review for downgrade from Stable in March 2020; confirmed our ratings and revised their outlook to Negative from Under review for downgrade in May 2020; (3) DBRS revised their outlook to Under review with negative implications from Stable in March 2020; downgraded our ratings to BBB from BBB (high) and revised their outlook to Negative from Under review with negative implications in June 2020; and (4) Fitch downgraded our ratings to BBB- from BBB in May 2020.

Cruise Liquidity ~~The changes in our Cruise available liquidity in~~In the ~~six~~three months ended ~~June 30, 2020 were primarily driven by operating cash flow.~~ March 31, 2021, Cruise Holdings issued Cruise Class G Preferred Shares in exchange for $2.5 billion from Microsoft and certain other investors, including $1.0 billion from General Motors Holdings LLC. Refer to Note 16 to our condensed consolidated financial statements for additional information. When Cruise's autonomous vehicles are ready for commercial deployment, ~~The~~Softbank Vision Fund (AIV M2), L.P. is obligated to purchase additional Cruise convertible preferred shares for $1.35 billion.

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


	Three Months Ended March 31, 2021
Operating cash flow	$	(0.2)
Issuance of Cruise Preferred Shares	1.5
GM investment in Cruise	1.0

Total change in Cruise available liquidity	$	2.3

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Cruise Cash Flow (dollars in billions)


		Six Months Ended								Change		Three Months Ended						Change
		June 30, 2020		June 30, 2019				Change			March 31, 2021			March 31, 2020			Change
Net cash used in operating activities	Net cash used in operating activities	$	(0.4)	$	(0.4)	$	—			(0.2)		$	(0.2)		$	—
Net cash used in investing activities	Net cash used in investing activities	$	(0.7)	$	(0.9)	$	0.2	Net cash used in investing activities	$	(0.9)		$	(0.6)		$	(0.3)
Net cash provided by financing activities	Net cash provided by financing activities	$	—	$	1.1	$	(1.1)	Net cash provided by financing activities	$	2.5		$	—		$	2.5

Automotive Financing – GM Financial Liquidity GM Financial's primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, net distributions from credit facilities, securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash are purchases and funding of ~~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 credit facilities, interest costs, operating expenses, income taxes and ~~operating expenses.~~dividend payments. GM Financial continues to monitor and evaluate opportunities to optimize its liquidity position and the mix of its debt between secured and unsecured debt. The following table summarizes GM Financial's available liquidity (dollars in billions):

June 30, 2020 December 31, 2019
Cash and cash equivalents $ 6.5 $ 3.3
Borrowing capacity on unpledged eligible assets 15.2 17.5
Borrowing capacity on committed unsecured lines of credit 0.4 0.3
Borrowing capacity on revolving credit facility, exclusive to GM Financial 2.0 2.0
Total GM Financial available liquidity(a) $ 24.0 $ 23.1

~~__________~~

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


	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	6.3	$	5.1
Borrowing capacity on unpledged eligible assets	20.4		19.0
Borrowing capacity on committed unsecured lines of credit	0.5		0.5
Borrowing capacity on revolving credit facility, exclusive to GM Financial	2.0		2.0
Total GM Financial available liquidity	$	29.2	$	26.6

At ~~June 30, 2020,~~March 31, 2021, GM Financial's available liquidity increased from December 31, ~~2019~~2020 due to an increase in cash and cash equivalents and ~~a decrease in~~available borrowing capacity. GM Financial increased utilization of credit facilities in the three months ended March 31, 2020 to preserve financial flexibility in response to uncertainty in global capital markets and weak economic environmentcapacity on unpledged eligible assets, resulting from the ~~COVID-19 pandemic. The composition~~issuance of ~~liquidity has shifted back towards borrowing capacity during the three months ended June 30, 2020,~~securitization transactions and ~~GM Financial expects the composition of liquidity to revert to~~

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~~historical levels of cash and cash equivalents and borrowing capacity over time.~~unsecured debt. 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.

GM Financial did not have any borrowings outstanding against our credit facility designated for their exclusive use or the remainder of our revolving credit facilities at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. Refer to the Automotive Liquidity section of this MD&A for additional details.

Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. At ~~June 30, 2020~~March 31, 2021 secured, committed unsecured and uncommitted unsecured credit facilities totaled ~~$25.5~~$26.2 billion, ~~$0.4~~$0.5 billion and ~~$1.8~~$1.3 billion with advances outstanding of ~~$7.6~~$1.6 billion, ~~$0.1 billion~~an insignificant amount and ~~$1.8~~$1.3 billion.

GM Financial Cash Flow (dollars in billions)


		Six Months Ended								Change		Three Months Ended						Change
		June 30, 2020		June 30, 2019				Change			March 31, 2021			March 31, 2020			Change
Net cash provided by operating activities	Net cash provided by operating activities	$	4.1	$	4.3	$	(0.2)			1.5		$	2.2		$	(0.7)
Net cash used in investing activities	Net cash used in investing activities	$	(3.2)	$	(4.3)	$	1.1	Net cash used in investing activities	$	(1.6)		$	(2.7)		$	1.1
Net cash provided by (used in) financing activities		$	3.0	$	(0.8)	$	3.8
Net cash provided by financing activities								Net cash provided by financing activities	$	1.4		$	7.8		$	(6.4)

In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, Net cash provided by operating activities decreased primarily due toto: (1) a decrease in ~~revenue and~~derivative collateral posting activities of $0.6 billion; and (2) a decrease in leased vehicle income of $0.1 billion; partially offset by (3) a decrease in interest ~~paid.~~paid of $0.1 billion.

In the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, Net cash used in investing activities decreased primarily due to: (1) ~~a decrease in purchases of leased vehicles of $2.1 billion; and (2)~~ increased collections and recoveries on finance receivables of ~~$1.2~~$2.9 billion; (2) increased proceeds from terminated vehicles of $1.8 billion; partially offset by (3) an increase in purchases of leased vehicles of $2.3 billion; and (4) increased purchases of finance receivables of $1.3 ~~billion, inclusive of a net change in funding to Automotive for subvention of $0.9 billion; and (4) a decrease in proceeds from the termination of leased vehicles of $0.9 billion.~~

In the six months ended June 30, 2020, Net cash provided by financing activities increased primarily due to an increase in borrowings of $13.4 billion partially offset by an increase in debt repayments of $8.8 billion and dividend payments of $0.8 billion.

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~~Contractual Obligations~~In the three months ended March 31, 2021, Net cash provided by financing activities decreased primarily due to: (1) a decrease in borrowings of $4.9 billion; (2) an increase in debt repayments of $1.3 billion; and ~~Other Long-Term Liabilities~~ ~~We have minimum commitments under contractual obligations, including purchase obligations. A purchase obligation is defined as~~(3) an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including fixed or minimum quantities to be purchased or fixed minimum price provisions and the approximate timingincrease in dividend payments of the transaction. Based on these definitions, the following table includes only those contracts that include fixed or minimum obligations. The majority of our purchases are not included in the table as they are made under purchase orders that are requirements-based and accordingly do not specify minimum quantities. The following table summarizes aggregated information about our outstanding contractual obligations and other long-term liabilities at June 30, 2020:

Payments Due by Period
July 1, 2020 to December 31, 2020 2021 2022-2023 2024-2025 2026 and after Total
Automotive debt $ 1,424 $ 1,825 $ 18,096 $ 2,579 $ 11,107 $ 35,031
Automotive Financing debt 21,693 27,507 24,207 12,435 5,941 91,783
Finance lease obligations 65 82 68 27 97 339
Automotive interest payments(a) 590 1,212 2,032 1,525 8,581 13,940
Automotive Financing interest payments(b) 2,082 1,848 2,081 866 348 7,225
Postretirement benefits(c) 182 233 462 — — 877
Operating lease obligations 125 240 383 265 389 1,402
Other contractual commitments:
Material 969 465 135 72 21 1,662
Marketing 312 253 94 8 — 667
Other (d) 578 783 1,475 198 184 3,218
Total contractual commitments(e) $ 28,020 $ 34,448 $ 49,033 $ 17,975 $ 26,668 $ 156,144
Non-contractual benefits(f) $ 153 $ 272 $ 489 $ 915 $ 9,382 $ 11,211

~~__________~~

~~(a)~~Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and finance lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at June 30, 2020.

~~(b)~~GM Financial interest payments were determined using the interest rate in effect at June 30, 2020 for floating rate debt and the contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.

~~(c)Amounts include OPEB payments under the contract term of the current labor agreements in North America and do not include pension funding obligations.~~

~~(d)Amounts include $0.9 billion related to committed capital contributions to a non-consolidated VIE.~~

~~(e)~~Amounts do not include future cash payments for purchase obligations and certain other accrued expenditures (unless listed in the table above) that were recorded in Accounts payable, Accrued liabilities and Other liabilities in our condensed consolidated financial statements at June 30, 2020.

~~(f)~~Amounts include all expected future payments for both current and expected future service at June 30, 2020 for OPEB obligations for salaried and hourly employees extending beyond the current North American union contract agreements, ~~workers' compensation and extended disability benefits. Amounts do not include pension funding obligations.~~

~~The table above does not reflect product warranty and related liabilities, certified pre-owned, extended warranty and free~~ ~~maintenance of $7.8 billion and unrecognized tax benefits of $0.7 billion d~~ue to the uncertainty regarding the future cash outflows potentially associated with these amounts. In addition, future cash outflows related to previously announced restructuring actions are not included in the table above. Refer to ~~Note 17~~ ~~of our condensed consolidated financial statements for additional information.~~$0.2 billion.

Critical Accounting Estimates The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the periods presented. We believe the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in developing estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are consistent with those described in the MD&A in our ~~2019~~2020 Form ~~10-K, as supplemented by the subsequent discussions of the allowance for loan losses on GM Financial receivables and the residual value of GM Financial leased vehicles.~~

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~~GM Financial Allowance for Loan Losses~~ ~~Refer to~~ ~~Note 2~~ to our condensed consolidated financial statements for additional information regarding our allowance for loan losses on retail and commercial finance receivables. The GM Financial retail finance receivables portfolio consists of smaller-balance, homogeneous loans that are carried at amortized cost, net of allowance for loan losses. The allowance for loan losses on retail finance receivables reflects net credit losses expected to be incurred over the remaining life of the retail finance receivables. We believe that the allowance is adequate to cover expected credit losses on the retail finance receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.

During the six months ended June 30, 2020, GM Financial updated the forecast of economic factors for potential impacts from the COVID-19 pandemic. In addition, GM Financial lowered the forecast of expected recovery rates on repossessions. In aggregate, these updates resulted in an increase in the allowance for loan losses on the GM Financial retail finance receivables portfolio of $0.1 billion and $0.3 billion for the three and six months ended June 30, 2020. Actual economic data and recovery rates that are lower than those we forecast would result in an increase to the allowance for loan losses.

The GM Financial commercial finance receivables portfolio consists of floorplan financing as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate. The allowance for loan losses on commercial finance receivables is also based on estimates that, effective January 1, 2020, include historical loss experience for the consolidated portfolio, as well as the forecast for industry vehicle sales. There can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.

~~Residual Value of GM Financial Leased Vehicles~~ ~~At June 30, 2020, the estimated residual value of GM Financial’s leased vehicles at the end of the lease term was~~ ~~$28.7 billion.~~ Depreciation reduces the carrying value of each leased asset in GM Financial’s operating lease portfolio over time from its original acquisition value to its expected residual value at the end of the lease term. GM Financial reviewed the lease portfolio for indicators of impairment and determined that no impairment indicators were present at June 30, 2020. GM Financial updated residual value estimates on the lease portfolio to reflect the decrease in forecasted used vehicle prices due to economic impacts from the COVID-19 pandemic and will record increased depreciation expense over the remaining term of the portfolio. If used vehicle prices decrease further, GM Financial would further increase depreciation expense and/or record an impairment charge on the lease portfolio. If an impairment exists, GM Financial would determine any shortfall in recoverability of the leased vehicle asset groups by year, make and model. Recoverability is calculated as the excess of: (1) the sum of remaining lease payments plus estimated residual value; over (2) leased vehicles, net less deferred revenue. Alternatively, if used vehicle prices outperform our estimates, GM Financial would record increased gains on sales of off-leased vehicles and/or decreased depreciation expense.10-K.

Forward-Looking Statements This report and the other reports filed by us with the SEC from time to time, as well as statements incorporated by reference herein and related comments by our management, may include "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent our current judgment about possible future events and are often identified by words like ~~"aim,"~~“aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions. In making these statements, we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of important factors, ~~both positive and negative.~~many of which are beyond our control. These factors, which may be revised or supplemented in subsequent reports we file with the SEC, include, among others, the following: (1) our ability to deliver new products, services and customer experiences in response to increased competition and changing consumer preferences in the automotive industry; (2) our ability to timely fund and introduce new and improved vehicle models, including electric vehicles, that are able to attract a sufficient number of consumers; (3) the success of our crossovers, SUVs and full-size pickup trucks; (4) our ~~ability to successfully~~highly competitive industry, which is characterized by excess manufacturing capacity and ~~cost-effectively restructure~~the use of incentives, and the introduction of new and improved vehicle models by our ~~operations in the U.S. and various other countries and initiate additional cost reduction actions with minimal disruption;~~competitors; (5) our ability to ~~reduce the cost~~deliver a broad portfolio of ~~manufacturing~~ electric vehicles and drive increased consumer adoption; (6) the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of autonomous vehicles; (7) the ongoing COVID-19 pandemic; (8) global automobile market sales volume, which can be volatile; ~~(8)~~(9) our significant business in China, which is subject to unique operational, competitive, regulatory and economic risks; ~~(9)~~(10) our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control; ~~(10)~~(11) the international scale and footprint of our operations, which exposes us to a variety of unique political, economic, competitive and regulatory risks, including the risk of changes in government leadership and laws (including labor, tax and other laws), political instability and economic tensions between governments and changes in international trade policies, new barriers to entry and

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changes to or withdrawals from free trade agreements, public health crises, including the occurrence of a contagious disease or illness, such as the COVID-19 pandemic, changes in foreign exchange rates and interest rates, economic downturns in ~~foreign~~the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S. and foreign countries' export controls and economic sanctions, differing labor regulations, requirements and union relationships, differing dealer and franchise regulations and relationships, and difficulties in obtaining financing in foreign countries; ~~(11)~~(12) any significant disruption, including any work stoppages, at any of our manufacturing facilities; ~~(12)~~(13) 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)~~(14) prices of raw materials used by us and our suppliers; ~~(14)~~(15) our ~~highly competitive industry, which is characterized by excess manufacturing capacity~~ability to successfully and cost-effectively restructure our operations in the ~~use of incentives~~U.S. and ~~the introduction of new~~various other countries and ~~improved vehicle models by our competitors; (15)~~initiate additional cost reduction actions with minimal disruption; (16) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property rights are not sufficient to prevent competitors from developing or selling those products or services; ~~(16)~~(17) our ability to manage risks related to security breaches and other disruptions to our information technology systems and networked products, including connected vehicles and in-vehicle systems; ~~(17)~~(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 Identifiable Information of our customers, employees, or suppliers; ~~(18)~~(19) our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those relating to fuel economy and emissions and autonomous vehicles; ~~(19)~~(20) costs and risks associated with litigation and government investigations; ~~(20)~~(21) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; ~~(21)~~(22) any additional tax expense or exposure; ~~(22)~~(23) our continued ability to develop captive financing capability through GM Financial; ~~(23)~~

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and (24) any significant increase in our pension funding ~~requirements; and (24) the ongoing COVID-19 pandemic.~~requirements. A further list and description of these risks, uncertainties and other factors can be found in our ~~2019~~2020 Form 10-K and our subsequent filings with the SEC.

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

* * * * * * *

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our exposure to market risk since December 31, ~~2019.~~2020. For further discussion on market risk, refer to Part II, Item 7A7A. of our ~~2019~~2020 Form 10-K.

* * * * * * *

Item 4. Controls and Procedures

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

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) ~~at June 30, 2020~~as of March 31, 2021 as required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective ~~at June 30, 2020.~~as of March 31, 2021.

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 ~~June 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, due to the COVID-19 ~~global~~ pandemic, we are monitoring our control environment with increased vigilance to ensure changes as a result of physical distancing are addressed and all increased risks are mitigated. For additional information refer to Part I, Item 1A. Risk ~~Factors.~~Factors of our 2020 Form 10-K.

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PART II

Item 1. Legal Proceedings

The discussion under "Litigation-Related Liability and Tax Administrative Matters" in Note 1513 to our condensed consolidated financial statements is incorporated by reference into this Part II, – Item 1.

* * * * * * *

Item 1A. Risk Factors

~~The COVID-19 pandemic may continue to disrupt~~We face a number of significant risks and uncertainties in connection with our operations. Our business and ~~operations, which could materially adversely impact our business, financial condition, liquidity and~~the results ~~of operations.~~ Pandemics, epidemics or disease outbreaks in the U.S. or globally may continue to disrupt our business, which could materially affect our results of operations, financial condition, liquidity and future expectations. In January 2020, the World Health Organization declared the COVID-19 outbreak a public health emergency and in March 2020 declared it a global pandemic. The outbreak has since spread globally and has caused significant disruption to the global economy, including the automotive industry. We responded by implementing work-from-home protocols for employees who can work remotely and systematically suspending the majority of our global manufacturing operations. By April 2020, we fully resumed our Automotive China JVs’ manufacturing operations. Beginning in May 2020, we resumed our critical manufacturing operations in North America, and we continue to take actions to increase production and replenish dealer inventories. Our manufacturing operations resumed production under enhanced public health procedures, including temperature screening of employees before entry into facilities, shift adjustments to allow for physical distancing, deep cleaning of facilities after each shift, and the provision of personal protective equipment.

The COVID-19 pandemic has had a material impact on our business as discussed in detail in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. However, the full extent to which the COVID-19 pandemic will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak or subsequent outbreaks, which may cause us to again suspend our global manufacturing operations. In particular, if COVID-19 continues to spread or re-emerges, particularly in North America where our profits are most concentrated, resulting in a prolonged period of travel, commercial, social and other similar restrictions, we could experience among other things: (1) global supply disruptions; (2) labor disruptions; (3) an inability to manufacture; (4) an inability to sell to our customers; (5) a decline in showroom traffic and customer demand during and following the pandemic; (6) customer defaults on automobile loans and leases; (7) lower than expected pricing on vehicles sold at auction; and (8) an impaired ability to access credit and the capital markets. We may also be subject to enhanced legal risks, including potential litigation related to the COVID-19 pandemic.Further, we expect the COVID-19 pandemic, and the related adverse economic impact, will result in a significant contraction of total industry volumes in 2020. We also have substantial cash requirements going forward, including: (1) ongoing cash costs including payments associated with previously announced vehicle recalls, the settlements of the multi-district litigation and any other recall-related contingencies, payments to service debt and other long-term obligations, including repayment of amounts drawn on our revolving credit facilities and mandatory contributions to our pension plans; and (2) capital expenditures and payments for engineering and product development activities. We cannot predict with confidence whether our current liquidity will be sufficient to fund our ongoing needs because the duration of the COVID-19 pandemic and the extent to which it will impact our operations is highly uncertain and will depend on future developments. Any resulting financial impact cannot be reasonably estimated at this time, but the COVID-19 pandemic could continue to have a material impact on our business, financial condition and results of operations. For a further discussion of the impact of COVID-19 on our liquidity, refer to the “Liquidity and Capital Resources” section in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also heighten many of the other risks described in Item 1A. Risk Factors in our 2019 Form 10-K. In particular, see the risk factors regarding global automobile sales volumes, scale and footprint~~ of our operations ~~disruptions at our manufacturing facilities, disruptions~~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 ~~suppliers’ operations, and reliance on GM Financial.~~2020 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 ~~June 30, 2020:~~March 31, 2021:

Total Number of Shares Purchased(a)(b) Weighted Average Price Paid per Share Total Number of Shares
Purchased Under Announced Programs(b) Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs
April 1, 2020 through April 30, 2020 51,252 $ 22.25 — $3.3 billion
May 1, 2020 through May 31, 2020 — $ — — $3.3 billion
June 1, 2020 through June 30, 2020 — $ — — $3.3 billion
Total 51,252 $ 22.25 —


	Total Number of Shares Purchased(a)(b)	Weighted Average Price Paid per Share		Total Number of Shares Purchased Under Announced Programs(b)	Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
January 1, 2021 through January 31, 2021	19,521	$	46.16	—	$3.3 billion
February 1, 2021 through February 28, 2021	2,321,842	$	53.60	—	$3.3 billion
March 1, 2021 through March 31, 2021	—	$	—	—	$3.3 billion
Total	2,341,363	$	53.54	—

~~__________~~_______

(a)Shares purchased consist of shares delivered by employees or directors to us for the payment of taxes resulting from the issuance of common stock upon the vesting of RSUs ~~PSUs~~ and ~~Restricted~~Performance Stock ~~Awards~~Units relating to compensation plans. Refer to our ~~2019~~2020 Form 10-K for additional details on employee stock incentive plans.

(b)In January 2017, we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with no expiration date. In April 2020 we agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $2.0 billion transformation facility.

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Item 6. Exhibits

Exhibit Number

Exhibit Name

3.1

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

Incorporated by Reference

3.2

General Motors Company Amended and Restated Bylaws, as amended August 14, 2018, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed on August 20, 2018

Incorporated by Reference

~~4.1~~10.1*

~~Sixth Supplemental Indenture, dated as~~Form of ~~May 12, 2020, to~~Performance Share Unit Award Agreement No.1 under the ~~Indenture, dated as of September 27, 2013, between~~ General Motors Company ~~as issuer, and The Bank of New York Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company filed May 12,~~ 2020 Long-Term Incentive Plan

~~Incorporated by Reference~~Filed Herewith

~~10.1~~10.2*

~~Second Amended and Restated 364-Day Revolving Credit~~Form of Non-Qualified Stock Option Award Agreement ~~among~~under the 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, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed April 17, 2020 Long-Term Incentive Plan

~~Incorporated by Reference~~

~~10.2~~

Amendment No. 1, dated April 24, 2020, to Third Amended and Restated 3-Year Revolving Credit Agreement, dated April 18, 2018, among General Motors Company, General Motors Financial Company, Inc., General Motors do Brasil Ltda., 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, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed April 27, 2020

~~Incorporated by Reference~~Filed Herewith

10.3

~~364-Day Revolving Credit~~Seventh Amended and Restated Limited Liability Company Agreement of GM Cruise Holdings LLC, dated May 13, 2020, by and among General Motors Company, 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, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of General Motors Company filed May 13, 2020

~~Incorporated by Reference~~

10.4*

~~General Motors Company 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of General Motors Company filed~~ ~~June 25, 2020~~

~~Incorporated by Reference~~

10.5*

~~Form of Restricted Stock Unit Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan~~March 14, 2021

Filed Herewith

31.1

Section 302 Certification of the Chief Executive Officer

Filed Herewith

31.2

Section 302 Certification of the Chief Financial Officer

Filed Herewith

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

Furnished with this Report

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020,~~March 31, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Income Statements, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) Notes to the Condensed Consolidated Financial Statements

Filed Herewith

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020,~~March 31, 2021, formatted as Inline XBRL and contained in Exhibit 101

Filed Herewith

~~__________~~_________

*Management contracts or compensatory plans and arrangements.

* * * * * * *

5443

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

SIGNATURE

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

GENERAL MOTORS COMPANY (Registrant)

By:

/s/ CHRISTOPHER T. HATTO

Christopher T. Hatto, Vice President, Global Business Solutions and Chief Accounting Officer

Date:

~~July 29, 2020~~May 5, 2021

5544


	Three Months Ended June 30, 2020
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Vehicle, parts and accessories	$	10,850	$	1,439	$	—	$	12,289	$	—	$	—	$	—	$	12,289
Used vehicles	122		17		8		147		—		—		—		147
Services and other	632		221		72		925		28		—		(26)		927
Automotive net sales and revenue	11,604		1,677		80		13,361		28		—		(26)		13,363
Leased vehicle income	—		—		—		—		—		2,386		—		2,386
Finance charge income	—		—		—		—		—		966		—		966
Other income	—		—		—		—		—		71		(8)		63
GM Financial net sales and revenue	—		—		—		—		—		3,423		(8)		3,415
Net sales and revenue	$	11,604	$	1,677	$	80	$	13,361	$	28	$	3,423	$	(34)	$	16,778


	Three Months Ended June 30, 2019
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total
Vehicle, parts and accessories	$	26,976	$	3,744	$	—	$	30,720	$	—	$	—	$	—	$	30,720
Used vehicles	577		29		—		606		—		—		—		606
Services and other	771		274		54		1,099		25		—		(25)		1,099
Automotive net sales and revenue	28,324		4,047		54		32,425		25		—		(25)		32,425
Leased vehicle income	—		—		—		—		—		2,512		—		2,512
Finance charge income	—		—		—		—		—		1,008		(2)		1,006
Other income	—		—		—		—		—		119		(2)		117
GM Financial net sales and revenue	—		—		—		—		—		3,639		(4)		3,635
Net sales and revenue	$	28,324	$	4,047	$	54	$	32,425	$	25	$	3,639	$	(29)	$	36,060


	Automotive		Automotive Financing		Total
2020 (July 1, 2020 to December 31, 2020)	$	1,489	$	21,693	$	23,182
2021	1,908		27,507		29,415
2022	5,160		14,878		20,038
2023	13,010		9,329		22,339
2024	75		6,170		6,245
2025	2,540		6,265		8,805
Thereafter	11,253		5,941		17,194
	$	35,435	$	91,783	$	127,218


	Payments Due by Period
	July 1, 2020 to December 31, 2020		2021		2022-2023		2024-2025		2026 and after		Total
Automotive debt	$	1,424	$	1,825	$	18,096	$	2,579	$	11,107	$	35,031
Automotive Financing debt	21,693		27,507		24,207		12,435		5,941		91,783
Finance lease obligations	65		82		68		27		97		339
Automotive interest payments(a)	590		1,212		2,032		1,525		8,581		13,940
Automotive Financing interest payments(b)	2,082		1,848		2,081		866		348		7,225
Postretirement benefits(c)	182		233		462		—		—		877
Operating lease obligations	125		240		383		265		389		1,402
Other contractual commitments:
Material	969		465		135		72		21		1,662
Marketing	312		253		94		8		—		667
Other (d)	578		783		1,475		198		184		3,218
Total contractual commitments(e)	$	28,020	$	34,448	$	49,033	$	17,975	$	26,668	$	156,144

Non-contractual benefits(f)	$	153	$	272	$	489	$	915	$	9,382	$	11,211