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, ~~2021~~2022


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

For the transition period from to

Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

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)

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 ~~19, 2021~~13, 2022 there were ~~1,451,723,812~~1,458,048,958 shares of common stock outstanding.

INDEX


			Page
PART I
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Income Statements (Unaudited)		1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		1
	Condensed Consolidated Balance Sheets (Unaudited)		2
	Condensed Consolidated Statements of Cash Flows (Unaudited)		3
	Condensed Consolidated Statements of Equity (Unaudited)		4
	Notes to Condensed Consolidated Financial Statements		5
	Note 1.	Nature of Operations and Basis of Presentation	5
	Note 2.	~~Revenue~~Significant Accounting Policies	5
	Note 3.	~~Marketable and Other Securities~~Revenue	76
	Note 4.	~~GM Financial Receivables~~Marketable and ~~Transactions~~Other Securities	8
	Note 5.	~~Inventories~~GM Financial Receivables and Transactions	119
	Note 6.	Inventories	12
	Note 7.	Equipment on Operating Leases	12
	Note 7.8.	Equity in Net Assets of Nonconsolidated Affiliates	1213
	Note 8.9.	Variable Interest Entities	13
	Note 9.10.	Debt	14
	Note ~~10.~~11.	Derivative Financial Instruments	15
	Note ~~11.~~	~~Accrued and Other Liabilities~~	16
	~~Note~~ 12.	~~Pensions~~Product Warranty and ~~Other Postretirement Benefits~~Related Liabilities	17
	Note 13.	~~Commitments~~Pensions and ~~Contingencies~~Other Postretirement Benefits	1718
	Note 14.	~~Income Taxes~~Commitments and Contingencies	2018
	Note 15.	~~Restructuring and Other Initiatives~~Income Taxes	2021

	Note 16.	Stockholders' Equity and Noncontrolling Interests	21
	Note 17.	Earnings Per Share	23

	Note 18.	Stock Incentive Plans	23
	Note 19.	Segment Reporting	2324

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		46
Item 4.	Controls and Procedures		4746
PART II
Item 1.	Legal Proceedings		4847
Item 1A.	Risk Factors		4847
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4948
Item 6.	Exhibits		5049
Signature			5150

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
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Net sales and revenue
Automotive $ 30,744 $ 13,363 $ 59,811 $ 42,513
GM Financial 3,423 3,415 6,830 6,974
Total net sales and revenue (Note 2) 34,167 16,778 66,641 49,487
Costs and expenses
Automotive and other cost of sales 27,266 13,444 52,381 40,170
GM Financial interest, operating and other expenses 1,894 3,238 4,173 6,594
Automotive and other selling, general and administrative expense 2,125 1,310 3,928 3,280
Total costs and expenses 31,285 17,992 60,482 50,044
Operating income (loss) 2,882 (1,214) 6,159 (557)
Automotive interest expense 243 303 493 496
Interest income and other non-operating income, net 784 413 1,583 724
Equity income (Note 7) 327 212 692 80
Income (loss) before income taxes 3,750 (892) 7,941 (249)
Income tax expense (benefit) (Note 14) 971 (112) 2,148 245
Net income (loss) 2,779 (780) 5,793 (494)
Net loss attributable to noncontrolling interests 57 22 65 30
Net income (loss) attributable to stockholders $ 2,836 $ (758) $ 5,858 $ (464)
Net income (loss) attributable to common stockholders $ 2,790 $ (806) $ 5,767 $ (559)
Earnings (loss) per share (Note 17)
Basic earnings (loss) per common share $ 1.92 $ (0.56) $ 3.98 $ (0.39)
Weighted-average common shares outstanding – basic 1,451 1,432 1,449 1,432
Diluted earnings (loss) per common share $ 1.90 $ (0.56) $ 3.93 $ (0.39)
Weighted-average common shares outstanding – diluted 1,468 1,432 1,466 1,432
Dividends declared per common share $ 0 $ 0 $ 0 $ 0.38


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net sales and revenue
Automotive	$	32,614	$	30,744	$	65,437	$	59,811
GM Financial	3,145		3,423		6,301		6,830
Total net sales and revenue (Note 3)	35,759		34,167		71,738		66,641
Costs and expenses
Automotive and other cost of sales	29,261		27,266		58,614		52,381
GM Financial interest, operating and other expenses	2,089		1,894		4,015		4,173
Automotive and other selling, general and administrative expense	2,293		2,125		4,797		3,928

Total costs and expenses	33,643		31,285		67,426		60,482
Operating income (loss)	2,116		2,882		4,313		6,159
Automotive interest expense	234		243		460		493
Interest income and other non-operating income, net	295		784		812		1,583

Equity income (loss) (Note 8)	(45)		327		247		692
Income (loss) before income taxes	2,132		3,750		4,912		7,941
Income tax expense (benefit) (Note 15)	490		971		462		2,148


Net income (loss)	1,642		2,779		4,449		5,793
Net loss (income) attributable to noncontrolling interests	50		57		181		65
Net income (loss) attributable to stockholders	$	1,692	$	2,836	$	4,631	$	5,858

Net income (loss) attributable to common stockholders	$	1,666	$	2,790	$	3,653	$	5,767

Earnings per share (Note 17)

Basic earnings per common share	$	1.14	$	1.92	$	2.51	$	3.98
Weighted-average common shares outstanding – basic	1,458		1,451		1,458		1,449


Diluted earnings per common share	$	1.14	$	1.90	$	2.49	$	3.93
Weighted-average common shares outstanding – diluted	1,465		1,468		1,468		1,466

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


		Three Months Ended				Six Months Ended			Three Months Ended								Six Months Ended
		June 30, 2021		June 30, 2020			June 30, 2021			June 30, 2020			June 30, 2022		June 30, 2021			June 30, 2022		June 30, 2021
Net income (loss)	Net income (loss)	$	2,779	$	(780)		$	5,793		$	(494)	Net income (loss)	$	1,642	$	2,779		$	4,449	$	5,793
Other comprehensive income (loss), net of tax (Note 16)	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	302		(58)			297			(1,031)		Foreign currency translation adjustments and other	(349)		302			(10)		297
Defined benefit plans	Defined benefit plans	28		(39)			188			278		Defined benefit plans	275		28			378		188
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	330		(97)			485			(753)		Other comprehensive income (loss), net of tax	(74)		330			368		485
Comprehensive income (loss)	Comprehensive income (loss)	3,109		(877)			6,278			(1,247)		Comprehensive income (loss)	1,568		3,109			4,817		6,278
Comprehensive income attributable to noncontrolling interests		57		18			72			38
Comprehensive income (loss) attributable to noncontrolling interests												Comprehensive income (loss) attributable to noncontrolling interests	61		57			206		72
Comprehensive income (loss) attributable to stockholders	Comprehensive income (loss) attributable to stockholders	$	3,166	$	(859)		$	6,350		$	(1,209)	Comprehensive income (loss) attributable to stockholders	$	1,629	$	3,166		$	5,023	$	6,350

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	22,920	$	19,992	Cash and cash equivalents	$	16,710	$	20,067
Marketable debt securities (Note 3)		6,211		9,046
Marketable debt securities (Note 4)						Marketable debt securities (Note 4)	10,124		8,609

Accounts and notes receivable, net		8,167		8,035
GM Financial receivables, net (Note 4; Note 8 at VIEs)		24,444		26,209
Inventories (Note 5)		13,102		10,235
Accounts and notes receivable, net of allowance of $214 and $192						Accounts and notes receivable, net of allowance of $214 and $192	12,417		7,394
GM Financial receivables, net of allowance of $782 and $703 (Note 5; Note 9 at VIEs)						GM Financial receivables, net of allowance of $782 and $703 (Note 5; Note 9 at VIEs)	28,479		26,649
Inventories (Note 6)						Inventories (Note 6)	16,859		12,988

Other current assets (Note 3; Note 8 at VIEs)		7,765		7,407
Other current assets (Note 4; Note 9 at VIEs)						Other current assets (Note 4; Note 9 at VIEs)	6,504		6,396
Total current assets	Total current assets	82,609		80,924		Total current assets	91,094		82,103
Non-current Assets	Non-current Assets					Non-current Assets

GM Financial receivables, net (Note 4; Note 8 at VIEs)		35,507		31,783
Equity in net assets of nonconsolidated affiliates (Note 7)		8,882		8,406
GM Financial receivables, net of allowance of $1,245 and $1,183 (Note 5; Note 9 at VIEs)						GM Financial receivables, net of allowance of $1,245 and $1,183 (Note 5; Note 9 at VIEs)	38,227		36,167
Equity in net assets of nonconsolidated affiliates (Note 8)						Equity in net assets of nonconsolidated affiliates (Note 8)	9,733		9,677
Property, net	Property, net	38,822		37,632		Property, net	41,943		41,115
Goodwill and intangible assets, net	Goodwill and intangible assets, net	5,169		5,230		Goodwill and intangible assets, net	5,013		5,087
Equipment on operating leases, net (Note 6; Note 8 at VIEs)		40,596		39,819
Equipment on operating leases, net (Note 7; Note 9 at VIEs)						Equipment on operating leases, net (Note 7; Note 9 at VIEs)	35,307		37,929
Deferred income taxes	Deferred income taxes	22,408		24,136		Deferred income taxes	21,038		21,152
Other assets (Note 3; Note 8 at VIEs)		7,810		7,264
Other assets (Note 4; Note 9 at VIEs)						Other assets (Note 4; Note 9 at VIEs)	11,161		11,488
Total non-current assets	Total non-current assets	159,194		154,270		Total non-current assets	162,423		162,615
Total Assets	Total Assets	$	241,803	$	235,194	Total Assets	$	253,517	$	244,718

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable (principally trade)	Accounts payable (principally trade)	$	21,431	$	19,928	Accounts payable (principally trade)	$	25,890	$	20,391
Short-term debt and current portion of long-term debt (Note 9)
Short-term debt and current portion of long-term debt (Note 10)						Short-term debt and current portion of long-term debt (Note 10)
Automotive	Automotive	896		1,276		Automotive	662		463
GM Financial (Note 8 at VIEs)		33,294		35,637
Accrued liabilities (Note 11)		19,190		23,069
GM Financial (Note 9 at VIEs)						GM Financial (Note 9 at VIEs)	31,644		33,257
Accrued liabilities						Accrued liabilities	21,203		20,297
Total current liabilities	Total current liabilities	74,811		79,910		Total current liabilities	79,398		74,408
Non-current Liabilities	Non-current Liabilities					Non-current Liabilities
Long-term debt (Note 9)
Long-term debt (Note 10)						Long-term debt (Note 10)
Automotive	Automotive	16,422		16,193		Automotive	16,121		16,355
GM Financial (Note 8 at VIEs)		60,276		56,788
Postretirement benefits other than pensions (Note 12)		6,202		6,277
Pensions (Note 12)		11,564		12,902
Other liabilities (Note 11)		14,652		13,447
GM Financial (Note 9 at VIEs)						GM Financial (Note 9 at VIEs)	61,960		59,304
Postretirement benefits other than pensions (Note 13)						Postretirement benefits other than pensions (Note 13)	5,629		5,743
Pensions (Note 13)						Pensions (Note 13)	7,358		8,008
Other liabilities						Other liabilities	14,677		15,085
Total non-current liabilities	Total non-current liabilities	109,116		105,607		Total non-current liabilities	105,744		104,495
Total Liabilities	Total Liabilities	183,927		185,517		Total Liabilities	185,142		178,903
Commitments and contingencies (Note 13)		0		0
Commitments and contingencies (Note 14)						Commitments and contingencies (Note 14)	0		0
Noncontrolling Interest - Cruise Stock Incentive Awards (Note 18)						Noncontrolling Interest - Cruise Stock Incentive Awards (Note 18)	115		—
Equity (Note 16)	Equity (Note 16)					Equity (Note 16)
Common stock, $0.01 par value	Common stock, $0.01 par value	15		14		Common stock, $0.01 par value	15		15
Additional paid-in capital	Additional paid-in capital	26,844		26,542		Additional paid-in capital	27,261		27,061
Retained earnings	Retained earnings	37,806		31,962		Retained earnings	45,554		41,937
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(12,996)		(13,488)		Accumulated other comprehensive loss	(8,876)		(9,269)
Total stockholders’ equity	Total stockholders’ equity	51,669		45,030		Total stockholders’ equity	63,954		59,744
Noncontrolling interests	Noncontrolling interests	6,207		4,647		Noncontrolling interests	4,306		6,071
Total Equity	Total Equity	57,876		49,677		Total Equity	68,260		65,815
Total Liabilities and Equity	Total Liabilities and Equity	$	241,803	$	235,194	Total Liabilities and Equity	$	253,517	$	244,718

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


		Six Months Ended					Six Months Ended
		June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income (loss)	Net income (loss)	$	5,793	$	(494)	Net income (loss)	$	4,449	$	5,793
Depreciation and impairment of Equipment on operating leases, net	Depreciation and impairment of Equipment on operating leases, net	3,218		3,759		Depreciation and impairment of Equipment on operating leases, net	2,427		3,218
Depreciation, amortization and impairment charges on Property, net	Depreciation, amortization and impairment charges on Property, net	2,815		2,814		Depreciation, amortization and impairment charges on Property, net	3,320		2,815
Foreign currency remeasurement and transaction (gains)		(25)		(63)
Foreign currency remeasurement and transaction (gains) losses						Foreign currency remeasurement and transaction (gains) losses	75		(25)

Undistributed earnings of nonconsolidated affiliates, net	Undistributed earnings of nonconsolidated affiliates, net	16		446		Undistributed earnings of nonconsolidated affiliates, net	(201)		16
Pension contributions and OPEB payments	Pension contributions and OPEB payments	(425)		(327)		Pension contributions and OPEB payments	(401)		(425)
Pension and OPEB income, net	Pension and OPEB income, net	(803)		(518)		Pension and OPEB income, net	(602)		(803)

Provision (benefit) for deferred taxes	Provision (benefit) for deferred taxes	1,813		(24)		Provision (benefit) for deferred taxes	79		1,813
Change in other operating assets and liabilities	Change in other operating assets and liabilities	(3,974)		(6,847)		Change in other operating assets and liabilities	(3,919)		(3,974)

Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	8,428		(1,254)		Net cash provided by (used in) operating activities	5,228		8,428
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Expenditures for property	Expenditures for property	(2,451)		(2,336)		Expenditures for property	(3,829)		(2,451)
Available-for-sale marketable securities, acquisitions	Available-for-sale marketable securities, acquisitions	(4,090)		(7,656)		Available-for-sale marketable securities, acquisitions	(5,605)		(4,090)

Available-for-sale marketable securities, liquidations	Available-for-sale marketable securities, liquidations	6,926		3,694		Available-for-sale marketable securities, liquidations	3,838		6,926

Purchases of finance receivables, net	Purchases of finance receivables, net	(17,485)		(14,929)		Purchases of finance receivables, net	(17,229)		(17,485)
Principal collections and recoveries on finance receivables	Principal collections and recoveries on finance receivables	11,946		9,563		Principal collections and recoveries on finance receivables	13,660		11,946
Purchases of leased vehicles, net	Purchases of leased vehicles, net	(12,439)		(6,054)		Purchases of leased vehicles, net	(6,203)		(12,439)
Proceeds from termination of leased vehicles	Proceeds from termination of leased vehicles	10,868		5,537		Proceeds from termination of leased vehicles	7,549		10,868
Other investing activities	Other investing activities	(285)		(155)		Other investing activities	(409)		(285)

Net cash used in investing activities		(7,010)		(12,336)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	(8,227)		(7,010)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Net increase in short-term debt		2,365		846
Net increase (decrease) in short-term debt						Net increase (decrease) in short-term debt	1,015		2,365
Proceeds from issuance of debt (original maturities greater than three months)	Proceeds from issuance of debt (original maturities greater than three months)	25,955		53,465		Proceeds from issuance of debt (original maturities greater than three months)	23,596		25,955
Payments on debt (original maturities greater than three months)	Payments on debt (original maturities greater than three months)	(27,035)		(29,512)		Payments on debt (original maturities greater than three months)	(22,264)		(27,035)
Proceeds from issuance of subsidiary preferred stock (Note 16)		1,736		0
Issuance (redemptions) of subsidiary preferred stock (Note 16)						Issuance (redemptions) of subsidiary preferred stock (Note 16)	(2,127)		1,736
Dividends paid	Dividends paid	(94)		(592)		Dividends paid	(81)		(94)
Other financing activities	Other financing activities	(90)		(491)		Other financing activities	(901)		(90)

Net cash provided by financing activities		2,837		23,716
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(762)		2,837
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7)		(429)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(66)		(7)
Net increase in cash, cash equivalents and restricted cash		4,248		9,697
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	(3,827)		4,248
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	23,117		22,943		Cash, cash equivalents and restricted cash at beginning of period	23,542		23,117
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	27,365	$	32,640	Cash, cash equivalents and restricted cash at end of period	$	19,715	$	27,365

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	$	3,668	$	1,773	Non-cash property additions	$	4,163	$	3,668

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)

Common Stockholders’ Noncontrolling Interests Total Equity
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss
Balance at January 1, 2020 $ 14 $ 26,074 $ 26,860 $ (11,156) $ 4,165 $ 45,957
Adoption of accounting standards — — (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 — 0 (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 — 0 (23) — 16 (7)
Balance at June 30, 2020 $ 14 $ 26,087 $ 25,104 $ (11,901) $ 4,189 $ 43,493
Balance at January 1, 2021 $ 14 $ 26,542 $ 31,962 $ (13,488) $ 4,647 $ 49,677
Net income — — 3,022 — (8) 3,014
Other comprehensive income — — — 162 (7) 155
Issuance of subsidiary preferred stock (Note 16) — — — — 1,537 1,537
Stock based compensation — 132 — — — 132
Dividends to noncontrolling interests — — — — (61) (61)
Other — (7) 4 — (8) (11)
Balance at March 31, 2021 14 26,667 34,988 (13,326) 6,100 54,443
Net income — — 2,836 — (57) 2,779
Other comprehensive income — — — 330 — 330
Issuance of subsidiary preferred stock (Note 16) — — — — 199 199
Stock based compensation — 177 (4) — — 173
Dividends to noncontrolling interests — — — — (64) (64)
Other 1 — (14) — 29 16
Balance at June 30, 2021 $ 15 $ 26,844 $ 37,806 $ (12,996) $ 6,207 $ 57,876


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

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

Stock based compensation	—		132		—		—		—		132		—

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


Net income (loss)	—		—		2,836		—		(57)		2,779		—
Other comprehensive income (loss)	—		—		—		330		—		330		—
Issuance (redemption) of subsidiary preferred stock (Note 16)	—		—		—		—		199		199		—

Stock based compensation	—		177		(4)		—		—		173		—

Dividends to noncontrolling interests	—		—		—		—		(64)		(64)		—
Other	1		—		(14)		—		29		16		—
Balance at June 30, 2021	$	15	$	26,844	$	37,806	$	(12,996)	$	6,207	$	57,876	$	—























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

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

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

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


Net income (loss)	—		—		1,692		—		(50)		1,642		—
Other comprehensive income (loss)	—		—		—		(62)		(12)		(74)		—
Issuance (redemption) of subsidiary preferred stock	—		—		—		—		(3)		(3)		—

Stock based compensation	—		93		—		—		—		93		—

Dividends to noncontrolling interests	—		—		—		—		(50)		(50)		—
Other	—		153		(17)		—		(258)		(122)		(174)
Balance at June 30, 2022	$	15	$	27,261	$	45,554	$	(8,876)	$	4,306	$	68,260	$	115

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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 isprovides software-enabled services and subscriptions worldwide. Additionally, we are investing in and growing an autonomous vehicle (AV) business. We also provide automotive financing services through General Motors Financial Company, Inc. (GM Financial). We analyze the results of our operations through the following segments: GM North America (GMNA), GM International (GMI), Cruise, and GM Financial. Cruise is our global segment responsible for the development and commercialization of ~~autonomous vehicle~~AV 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 condensed consolidated financial statements ~~have been~~are 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 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 ~~2020~~2021 Form 10-K. Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

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~~are 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.

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

Note 2. ~~Revenue~~

Significant Accounting Policies

The ~~following table disaggregates~~information presented on Stock Incentive Plans updates our ~~revenue by major source:~~

Three Months Ended June 30, 2021
GMNA GMI Corporate Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Vehicle, parts and accessories $ 26,993 $ 2,475 $ 2 $ 29,470 $ — $ — $ 0 $ 29,470
Used vehicles 137 13 0 150 — — 0 150
Services and other 802 304 19 1,125 25 — (26) 1,124
Automotive net sales and revenue 27,932 2,792 21 30,745 25 — (26) 30,744
Leased vehicle income — — — — — 2,304 0 2,304
Finance charge income — — — — — 1,036 0 1,036
Other income — — — — — 86 (3) 83
GM Financial net sales and revenue — — — — — 3,426 (3) 3,423
Net sales and revenue $ 27,932 $ 2,792 $ 21 $ 30,745 $ 25 $ 3,426 $ (29) $ 34,167
Significant Accounting Policies information presented in our 2021 Form 10-K to reflect the effect of modifications made to Cruise stock incentive awards during the three months ended March 31, 2022. Refer to Note 18 to our condensed consolidated financial statements for additional information on the modifications made.

Stock Incentive Plans

Our stock incentive plans include Restricted Stock Units (RSUs), Restricted Stock Awards (RSAs), Performance Stock Units (PSUs), stock options and awards that may be settled in our stock, the stock of our subsidiaries or in cash. We measure and record compensation expense based on the fair value of GM or Cruise's common stock on the date of grant for RSUs, RSAs and PSUs and the grant date fair value, determined utilizing a lattice model or the Black-Scholes formula for stock options and PSUs. We record compensation cost for service-based RSUs, RSAs, PSUs and service-based stock options on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period. In March 2022, all outstanding RSUs that settle in Cruise’s common stock were modified to remove the liquidity vesting condition. Prospectively, RSUs that will settle in Cruise’s common stock will vest solely upon satisfaction of a service condition. Compensation cost for awards that do not have an established accounting grant date, but for which the service inception date has been established, or are settled in cash is based generally on the fair value of GM or Cruise's common stock at the end of each reporting period. Compensation cost is also recorded on stock issued to settle awards based on the fair value of Cruise's common stock until such time that the stock has been issued for more than six months. We use the graded vesting method to record compensation cost for stock options with market conditions over the lesser of the vesting period or the time period an employee becomes eligible to retain the award at retirement.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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 $ 0 $ 12,289 $ — $ — $ 0 $ 12,289
Used vehicles 122 17 8 147 — — 0 147
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 0 2,386
Finance charge income — — — — — 966 0 966
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
Accounting Standards Not Yet Adopted In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for troubled debt restructurings (TDRs) by creditors that have adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and enhances certain disclosure requirements. The adoption of ASU 2022-02 is expected to be insignificant.

Note 3. Revenue
Six Months Ended June 30, 2021
GMNA GMI Corporate Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Vehicle, parts and accessories $ 51,913 $ 5,276 $ 2 $ 57,191 $ — $ — $ 0 $ 57,191
Used vehicles 365 26 0 391 — — 0 391
Services and other 1,611 576 38 2,225 55 — (51) 2,229
Automotive net sales and revenue 53,889 5,878 40 59,807 55 — (51) 59,811
Leased vehicle income — — — — — 4,625 0 4,625
Finance charge income — — — — — 2,052 0 2,052
Other income — — — — — 156 (3) 153
GM Financial net sales and revenue — — — — — 6,833 (3) 6,830
Net sales and revenue $ 53,889 $ 5,878 $ 40 $ 59,807 $ 55 $ 6,833 $ (54) $ 66,641
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 $ 0 $ 39,863 $ — $ — $ 0 $ 39,863
Used vehicles 498 42 10 550 — — 0 550
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 0 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

The following table disaggregates our revenue by major source:


	Three Months Ended June 30, 2022
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Vehicle, parts and accessories	$	27,826	$	3,466	$	22	$	31,314	$	—	$	—	$	—	$	31,314
Used vehicles	137		6		—		143		—		—		—		143
Services and other	797		336		25		1,158		25		—		(25)		1,158
Automotive net sales and revenue	28,760		3,807		47		32,614		25		—		(25)		32,614
Leased vehicle income	—		—		—		—		—		1,989		—		1,989
Finance charge income	—		—		—		—		—		1,062		—		1,062
Other income	—		—		—		—		—		95		(1)		94
GM Financial net sales and revenue	—		—		—		—		—		3,146		(1)		3,145
Net sales and revenue	$	28,760	$	3,807	$	47	$	32,614	$	25	$	3,146	$	(26)	$	35,759


	Three Months Ended June 30, 2021
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total
Vehicle, parts and accessories	$	26,993	$	2,475	$	2	$	29,470	$	—	$	—	$	—	$	29,470
Used vehicles	137		13		—		150		—		—		—		150
Services and other	802		304		19		1,125		25		—		(26)		1,124
Automotive net sales and revenue	27,932		2,792		21		30,745		25		—		(26)		30,744
Leased vehicle income	—		—		—		—		—		2,304		—		2,304
Finance charge income	—		—		—		—		—		1,036		—		1,036
Other income	—		—		—		—		—		86		(3)		83
GM Financial net sales and revenue	—		—		—		—		—		3,426		(3)		3,423
Net sales and revenue	$	27,932	$	2,792	$	21	$	30,745	$	25	$	3,426	$	(29)	$	34,167



	Six Months Ended June 30, 2022
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Vehicle, parts and accessories	$	56,398	$	6,479	$	27	$	62,904	$	—	$	—	$	—	$	62,904
Used vehicles	212		11		—		223		—		—		—		223
Services and other	1,606		630		73		2,309		51		—		(50)		2,310
Automotive net sales and revenue	58,216		7,120		100		65,437		51		—		(50)		65,437
Leased vehicle income	—		—		—		—		—		4,056		—		4,056
Finance charge income	—		—		—		—		—		2,072		—		2,072
Other income	—		—		—		—		—		175		(2)		173
GM Financial net sales and revenue	—		—		—		—		—		6,302		(2)		6,301
Net sales and revenue	$	58,216	$	7,120	$	100	$	65,437	$	51	$	6,302	$	(52)	$	71,738

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	Six Months Ended June 30, 2021
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total
Vehicle, parts and accessories	$	51,913	$	5,276	$	2	$	57,191	$	—	$	—	$	—	$	57,191
Used vehicles	365		26		—		391		—		—		—		391
Services and other	1,611		576		38		2,225		55		—		(51)		2,229
Automotive net sales and revenue	53,889		5,878		40		59,807		55		—		(51)		59,811
Leased vehicle income	—		—		—		—		—		4,625		—		4,625
Finance charge income	—		—		—		—		—		2,052		—		2,052
Other income	—		—		—		—		—		156		(3)		153
GM Financial net sales and revenue	—		—		—		—		—		6,833		(3)		6,830
Net sales and revenue	$	53,889	$	5,878	$	40	$	59,807	$	55	$	6,833	$	(54)	$	66,641

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 ~~$350~~$320 million and ~~$470~~$350 million in the three months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service contracts of ~~$2.5~~$2.9 billion and ~~$2.4~~$2.5 billion at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, which are included in Accrued liabilities and Other liabilities. We recognized revenue of ~~$294~~$307 million and ~~$689~~$726 million related to contract liabilities in the three and six months ended June 30, ~~2021~~2022 and ~~$241~~$294 million and ~~$627~~$689 million in the three and six months ended June 30, ~~2020.~~2021. We expect to recognize revenue of ~~$745~~$901 million in the six months ending December 31, ~~2021~~2022 and ~~$738~~$752 million, ~~$433~~$428 million and ~~$598~~$827 million in the years ending December 31, ~~2022,~~ 2023, 2024 and thereafter related to contract liabilities at June 30, ~~2021.~~2022.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 3.4. 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, 2021		December 31, 2020			Fair Value Level	June 30, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents						Cash and cash equivalents
Cash and time deposits	Cash and time deposits		$	8,255	$	8,010	Cash and time deposits		$	9,092	$	7,881
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	2,029		1,370		U.S. government and agencies	2	152		722
Corporate debt	Corporate debt	2	5,609		3,476		Corporate debt	2	3,371		5,321
Sovereign debt	Sovereign debt	2	4,353		2,051		Sovereign debt	2	955		2,105
Total available-for-sale debt securities – cash equivalents	Total available-for-sale debt securities – cash equivalents		11,991		6,897		Total available-for-sale debt securities – cash equivalents		4,478		8,148
Money market funds	Money market funds	1	2,674		5,085		Money market funds	1	3,140		4,038
Total cash and cash equivalents(a)	Total cash and cash equivalents(a)		$	22,920	$	19,992	Total cash and cash equivalents(a)		$	16,710	$	20,067
Marketable debt securities	Marketable debt securities						Marketable debt securities

U.S. government and agencies	U.S. government and agencies	2	$	676	$	1,771	U.S. government and agencies	2	$	2,921	$	2,071
Corporate debt	Corporate debt	2	3,217		3,630		Corporate debt	2	3,570		3,396
Mortgage and asset-backed	Mortgage and asset-backed	2	567		632		Mortgage and asset-backed	2	605		575
Sovereign debt	Sovereign debt	2	1,751		3,013		Sovereign debt	2	3,028		2,567
Total available-for-sale debt securities – marketable securities(b)	Total available-for-sale debt securities – marketable securities(b)		$	6,211	$	9,046	Total available-for-sale debt securities – marketable securities(b)		$	10,124	$	8,609
Restricted cash	Restricted cash						Restricted cash
Cash and cash equivalents	Cash and cash equivalents		$	483	$	269	Cash and cash equivalents		$	366	$	466
Money market funds	Money market funds	1	3,962		2,856		Money market funds	1	2,639		3,009
Total restricted cash	Total restricted cash		$	4,445	$	3,125	Total restricted cash		$	3,005	$	3,475

Available-for-sale debt securities included above with contractual maturities(c)	Available-for-sale debt securities included above with contractual maturities(c)						Available-for-sale debt securities included above with contractual maturities(c)
Due in one year or less	Due in one year or less		$	14,692			Due in one year or less		$	9,103
Due between one and five years	Due between one and five years		2,904				Due between one and five years		4,831
Total available-for-sale debt securities with contractual maturities	Total available-for-sale debt securities with contractual maturities		$	17,596			Total available-for-sale debt securities with contractual maturities		$	13,934

__________

(a)Includes $1.8 billion and ~~$761 million~~$1.6 billion in Cruise at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

(b)Includes ~~$2.1~~$1.8 billion and ~~$943 million~~$1.5 billion in Cruise at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

(c)Excludes mortgage and asset-backed securities of ~~$567~~$605 million at June 30, ~~2021~~2022 as these securities are not due at a single maturity date.

Proceeds from the sale of available-for-sale debt securities sold prior to maturity were ~~$557~~$494 million and ~~$554~~$557 million in the three months ended June 30, 2022 and 2021 and ~~2020~~$1.0 billion and $1.1 billion ~~and $920 million~~ in the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. Net unrealized ~~gains and~~ losses on available-for-sale debt securities were insignificant in the three months ended June 30, 2022 and 2021. Net unrealized losses on available-for-sale debt were $261 million and insignificant in the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. Cumulative unrealized ~~gains and~~ losses on available-for-sale debt securities were $276 million and insignificant at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

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 sheets to the total shown in the condensed consolidated statement of cash flows:


	June 30, ~~2021~~2022
Cash and cash equivalents	$	~~22,920~~16,710
Restricted cash included in Other current assets	~~3,873~~2,509
Restricted cash included in Other assets	~~572~~496
Total	$	~~27,365~~19,715

Note 4.5. GM Financial Receivables and Transactions


		June 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
		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	$	56,357	$	5,444	$	61,801	$	51,288	$	8,682	$	59,970	GM Financial receivables, net of fees	$	61,208	$	7,526	$	68,733	$	58,093	$	6,609	$	64,702
Less: allowance for loan losses	Less: allowance for loan losses	(1,805)		(45)		(1,850)		(1,915)		(63)		(1,978)		Less: allowance for loan losses	(1,987)		(40)		(2,027)		(1,839)		(47)		(1,886)
GM Financial receivables, net	GM Financial receivables, net	$	54,552	$	5,399	$	59,951	$	49,373	$	8,619	$	57,992	GM Financial receivables, net	$	59,220	$	7,486	$	66,706	$	56,254	$	6,562	$	62,816

Fair value of GM Financial receivables utilizing Level 2 inputs	Fair value of GM Financial receivables utilizing Level 2 inputs					$	5,399					$	8,619	Fair value of GM Financial receivables utilizing Level 2 inputs					$	7,486					$	6,562
Fair value of GM Financial receivables utilizing Level 3 inputs	Fair value of GM Financial receivables utilizing Level 3 inputs					$	56,490					$	51,645	Fair value of GM Financial receivables utilizing Level 3 inputs					$	58,528					$	57,613

__________

(a)Net of dealer cash management balances of ~~$1.1~~$1.3 billion and ~~$1.4~~$1.0 billion at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Allowance for loan losses at beginning of period	Allowance for loan losses at beginning of period	$	1,835	$	1,966	$	1,978	$	944	Allowance for loan losses at beginning of period	$	1,928	$	1,835	$	1,886	$	1,978
Impact of adoption ASU 2016-13		0		0		0		801

Provision for loan losses	Provision for loan losses	59		327		33		793		Provision for loan losses	198		59		320		33
Charge-offs	Charge-offs	(204)		(273)		(457)		(613)		Charge-offs	(247)		(204)		(521)		(457)
Recoveries	Recoveries	146		91		296		247		Recoveries	161		146		339		296
Effect of foreign currency	Effect of foreign currency	14		0		0		(61)		Effect of foreign currency	(14)		14		4		—
Allowance for loan losses at end of period	Allowance for loan losses at end of period	$	1,850	$	2,111	$	1,850	$	2,111	Allowance for loan losses at end of period	$	2,027	$	1,850	$	2,027	$	1,850

The allowance for loan losses decreased by $261 million as of June 30, 2021 compared to June 30, 2020, primarily due to a reduction in the reserve levels established during the six months ended June 30, 2020, as a result of actual credit performance that was better than originally forecasted at the onset of the COVID-19 pandemic; and favorable expectations for future charge-offs and recoveries, reflecting improved forecast economic conditions; partially offset by additional reserves recorded in the six months ended June 30, 2021, due to increased loan origination volume.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Retail Finance Receivables GM Financial's retail finance receivable portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated summaries of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the retail finance receivables portfolio at June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		Year of Origination												June 30, 2021					Year of Origination												June 30, 2022
		2021		2020		2019		2018		2017		Prior		Total		Percent			2022		2021		2020		2019		2018		Prior		Total		Percent
Prime – FICO score 680 and greater	Prime – FICO score 680 and greater	$	11,303	$	15,390	$	5,414	$	3,263	$	1,261	$	328	$	36,959	65.6	%	Prime – FICO score 680 and greater	$	12,052	$	16,089	$	9,915	$	3,048	$	1,574	$	464	$	43,141	70.5	%
Near-prime – FICO score 620 to 679	Near-prime – FICO score 620 to 679	2,434		3,045		1,639		907		420		168		8,613		15.3	%	Near-prime – FICO score 620 to 679	1,704		3,183		1,883		932		459		204		8,366		13.7	%
Sub-prime – FICO score less than 620	Sub-prime – FICO score less than 620	2,586		3,193		2,317		1,318		836		535		10,785		19.1	%	Sub-prime – FICO score less than 620	1,826		3,323		1,986		1,356		699		512		9,701		15.8	%
Retail finance receivables, net of fees	Retail finance receivables, net of fees	$	16,323	$	21,628	$	9,370	$	5,488	$	2,517	$	1,031	$	56,357	100.0	%	Retail finance receivables, net of fees	$	15,582	$	22,595	$	13,784	$	5,337	$	2,732	$	1,179	$	61,208	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)


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

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 ~~$555~~$583 million and ~~$714~~$602 million at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The following tables are consolidated summaries of the delinquency status of the outstanding amortized cost of retail finance receivables for each vintage of the portfolio at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, as well as summary totals for June 30, ~~2020:~~2021:


		Year of Origination												June 30, 2021				June 30, 2020					Year of Origination												June 30, 2022				June 30, 2021
		2021		2020		2019		2018		2017		Prior		Total		Percent		Total		Percent			2022		2021		2020		2019		2018		Prior		Total		Percent		Total		Percent
0-to-30 days	0-to-30 days	$	16,224	$	21,320	$	9,063	$	5,285	$	2,375	$	920	$	55,187	97.9	%	$	44,852	96.5	%	0-to-30 days	$	15,468	$	22,088	$	13,426	$	5,076	$	2,577	$	1,046	$	59,681	97.5	%	$	55,187	97.9	%
31-to-60 days	31-to-60 days	75		221		222		150		106		82		856		1.5	%	998		2.2	%	31-to-60 days	88		369		262		193		117		99		1,129		1.8	%	856		1.5	%
Greater-than-60 days	Greater-than-60 days	22		78		77		49		33		27		286		0.5	%	601		1.3	%	Greater-than-60 days	23		118		87		62		35		31		355		0.6	%	286		0.5	%
Finance receivables more than 30 days delinquent	Finance receivables more than 30 days delinquent	97		299		299		199		139		109		1,142		2.0	%	1,599		3.5	%	Finance receivables more than 30 days delinquent	111		487		350		254		152		130		1,484		2.4	%	1,142		2.0	%
In repossession	In repossession	2		9		8		4		3		2		28		0.1	%	21		0	%	In repossession	3		19		9		6		3		3		43		0.1	%	28		0.1	%
Finance receivables more than 30 days delinquent or in repossession	Finance receivables more than 30 days delinquent or in repossession	99		308		307		203		142		111		1,170		2.1	%	1,620		3.5	%	Finance receivables more than 30 days delinquent or in repossession	114		506		358		260		155		133		1,527		2.5	%	1,170		2.1	%
Retail finance receivables, net of fees	Retail finance receivables, net of fees	$	16,323	$	21,628	$	9,370	$	5,488	$	2,517	$	1,031	$	56,357	100.0	%	$	46,472	100.0	%	Retail finance receivables, net of fees	$	15,582	$	22,595	$	13,784	$	5,337	$	2,732	$	1,179	$	61,208	100.0	%	$	56,357	100.0	%


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

The outstanding amortized cost of retail finance receivables that are considered TDRs was $1.9 billion at June 30, 2022, including $200 million in nonaccrual loans.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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 troubled debt restructurings was $2.0 billion at June 30, 2021, including $213 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. There were no0 commercial finance receivables on nonaccrual status at June 30, ~~2021.~~2022.

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


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

Dealers 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 tables summarize the credit risk profile by dealer risk rating of commercial finance receivables at June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

Year of Origination(a) June 30, 2021
Revolving 2021 2020 2019 2018 2017 Prior Total Percent
I $ 4,023 $ 206 $ 448 $ 127 $ 45 $ 65 $ 43 $ 4,957 91.1 %
II 292 2 18 18 0 3 5 338 6.2 %
III 103 8 0 3 28 2 5 149 2.7 %
IV 0 0 0 0 0 0 0 0 0 %
Commercial finance receivables, net of fees $ 4,418 $ 216 $ 466 $ 148 $ 73 $ 70 $ 53 $ 5,444 100.0 %

~~__________~~


	Year of Origination														June 30, 2022
	Revolving		2022		2021		2020		2019		2018		Prior		Total		Percent
I	$	5,954	$	339	$	390	$	387	$	99	$	42	$	38	$	7,249	96.3	%
II	184		15		1		—		12		—		2		214		2.8	%
III	59		1		2		—		1		—		—		63		0.8	%
IV	—		—		—		—		—		—		—		—		—	%
Commercial finance receivables, net of fees	$	6,197	$	355	$	392	$	387	$	112	$	42	$	40	$	7,526	100.0	%

~~(a)~~


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

Floorplan advances comprise 93% and 94% of the total revolving ~~balance.~~balance at June 30, 2022 and December 31, 2021. Dealer term loans are presented by year of origination.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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.~~

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, 2021		December 31, 2020			June 30, 2022		December 31, 2021
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	$	261	$	398	Commercial finance receivables, net due from GM consolidated dealers	$	133	$	163

Subvention receivable(b)	Subvention receivable(b)	$	590	$	642	Subvention receivable(b)	$	475	$	282

Commercial loan funding payable	Commercial loan funding payable	$	30	$	23	Commercial loan funding payable	$	41	$	26


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
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	$	211	$	162	$	399	$	318	Interest subvention earned on finance receivables	$	235	$	211	$	455	$	399
Leased vehicle subvention earned	Leased vehicle subvention earned	$	704	$	765	$	1,425	$	1,570	Leased vehicle subvention earned	$	500	$	704	$	1,047	$	1,425

__________

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

(b)Our Automotive segments made cash payments to GM Financial for subvention of $561 million and $1.0 billion ~~and $967 million~~ in the three months ended June 30, 2022 and 2021 and ~~2020~~$1.0 billion and $2.0 billion in in the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

GM Financial's Board of Directors declared and paid dividends of ~~$600~~$750 million and ~~$400~~$600 million on its common stock in the three months ended June ~~31,~~30, 2022 and 2021 and ~~2020~~$750 million and $1.2 billion ~~and $800 million~~ in the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

Note 5.6. Inventories


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Total productive material, supplies and work in process	Total productive material, supplies and work in process	$	8,124	$	5,117	Total productive material, supplies and work in process	$	10,698	$	8,240
Finished product, including service parts	Finished product, including service parts	4,978		5,118		Finished product, including service parts	6,161		4,748
Total inventories	Total inventories	$	13,102	$	10,235	Total inventories	$	16,859	$	12,988

Inventories at June 30, 2022 and December 31, 2021 ~~increased primarily due to certain~~include vehicles ~~being~~that were manufactured without ~~final~~certain components as a result of ~~the global semiconductor~~ supply ~~shortage.~~chain disruptions, including with respect to semiconductors.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Note 6.7. Equipment on Operating Leases

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


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Equipment on operating leases	Equipment on operating leases	$	50,217	$	50,000	Equipment on operating leases	$	43,925	$	47,423
Less: accumulated depreciation	Less: accumulated depreciation	(9,621)		(10,181)		Less: accumulated depreciation	(8,618)		(9,494)
Equipment on operating leases, net	Equipment on operating leases, net	$	40,596	$	39,819	Equipment on operating leases, net	$	35,307	$	37,929

The estimated residual value of our leased assets at the end of the lease term was ~~$29.9~~$26.9 billion and ~~$29.2~~$29.1 billion at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Depreciation expense related to Equipment on operating leases, net was ~~$1.5~~$1.2 billion and ~~$1.9~~$1.5 billion in the three months ended June 30, 2022 and 2021 and ~~2020~~$2.4 billion and ~~$3.2 billion~~ ~~and $3.7~~$3.2 billion in the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

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

Year Ending December 31,
2021 2022 2023 2024 2025 Thereafter Total
Lease receipts under operating leases $ 3,315 $ 5,016 $ 2,695 $ 559 $ 30 $ 0 $ 11,615


	Year Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
Lease receipts under operating leases	$	2,791	$	4,179	$	1,977	$	422	$	22	$	—	$	9,393

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 7.8. Equity in Net Assets of Nonconsolidated Affiliates

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.~~income (loss).

Three Months Ended Six Months Ended
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Automotive China equity income $ 276 $ 169 $ 584 $ 2
Other joint ventures equity income 51 43 108 78
Total Equity income $ 327 $ 212 $ 692 $ 80


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Automotive China equity income (loss)	$	(87)	$	276	$	147	$	584
Other joint ventures equity income (loss)	42		51		100		108
Total Equity income (loss)	$	(45)	$	327	$	247	$	692

There have been 0no significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, ~~2020.~~2021.


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
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	$	8,954	$	9,239	$	18,830	$	13,560	Automotive China JVs' net sales	$	6,083	$	8,954	$	15,074	$	18,830
Automotive China JVs' net income		$	527	$	562	$	1,113	$	214
Automotive China JVs' net income (loss)										Automotive China JVs' net income (loss)	$	(207)	$	527	$	298	$	1,113

Dividends declared but not paid from our nonconsolidated affiliates were $878 million and an insignificant amount at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Dividends received from our nonconsolidated affiliates were insignificant in the three and six months ended June 30, 2022 and $693 million and $709 million in the three and six months ended June 30, ~~2021 and $525 million and $526 million in the three and six months ended June 30, 2020.~~2021. Undistributed earnings from our nonconsolidated affiliates were ~~$1.6~~$2.3 billion and $2.1 billion at June 30, ~~2021~~2022 and December 31, ~~2020.~~

122021. In July 2022, approximately $400 million of the dividends declared from our nonconsolidated affiliates were paid.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Note 8.9. Variable Interest Entities

Consolidated VIEs

Automotive ~~Financing-~~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~~the finance receivables, lease-related assets and cash held by them are legally owned by them and are not available to GM Financial's ~~creditors.~~creditors or creditors of GM Financial's other subsidiaries.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Restricted cash – current	Restricted cash – current	$	3,191	$	2,190	Restricted cash – current	$	2,309	$	2,291
Restricted cash – non-current	Restricted cash – non-current	$	476	$	449	Restricted cash – non-current	$	410	$	449
GM Financial receivables, net of fees – current	GM Financial receivables, net of fees – current	$	13,726	$	17,211	GM Financial receivables, net of fees – current	$	15,816	$	15,344
GM Financial receivables, net of fees – non-current	GM Financial receivables, net of fees – non-current	$	14,141	$	15,107	GM Financial receivables, net of fees – non-current	$	16,077	$	16,518
GM Financial equipment on operating leases, net	GM Financial equipment on operating leases, net	$	17,413	$	16,322	GM Financial equipment on operating leases, net	$	16,266	$	16,143
GM Financial short-term debt and current portion of long-term debt	GM Financial short-term debt and current portion of long-term debt	$	18,090	$	20,450	GM Financial short-term debt and current portion of long-term debt	$	17,626	$	19,876
GM Financial long-term debt	GM Financial long-term debt	$	20,511	$	18,974	GM Financial long-term debt	$	20,417	$	19,401

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 loan losses expected over the remaining life of the finance receivables.

Nonconsolidated VIEs

Automotive

Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to ensure that our supply needs for production are met or are not disrupted. Our variable interests in these nonconsolidated VIEs include equity investments, accounts and loans receivable, committed financial support and other off-balance sheet arrangements. The carrying amounts of assets were approximately $1.2 billion and liabilities were insignificant related to our nonconsolidated VIEs ~~were insignificant~~ at June 30, ~~2021~~2022. The carrying amounts of assets were approximately $850 million and liabilities were insignificant related to our nonconsolidated VIEs at December 31, ~~2020.~~2021. Our maximum exposure to loss as a result of our involvement with these VIEs was ~~$2.2~~approximately $3.2 billion and $2.1 billion, inclusive of approximately $1.9 billion and $1.2 billion ~~inclusive of $1.5 billion and $776 million~~ in committed capital contributions to Ultium Cells LLC, at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Our maximum exposure to loss, and required capital contributions, could increase by $750 million depending on Ultium Cells LLC’s ability to raise debt proceeds. We currently lack the power through voting or similar rights to direct the activities of these entities that most significantly affect their economic performance.

Note 10. Debt

Automotive The following table presents debt in our automotive operations:


	June 30, 2022					December 31, 2021
	Carrying Amount		Fair Value			Carrying Amount		Fair Value
Secured debt	$	147	$	153		$	192	$	212
Unsecured debt(a)	16,335		16,017			16,277		19,995
Finance lease liabilities	302		303			349		362
Total automotive debt(b)	$	16,783	$	16,473		$	16,818	$	20,569

Fair value utilizing Level 1 inputs			$	15,144				$	19,085
Fair value utilizing Level 2 inputs			$	1,329				$	1,484


Available under credit facility agreements(c)			$	15,111				$	15,208
Weighted-average interest rate on outstanding short-term debt(d)			14.1		%			9.8		%
Weighted-average interest rate on outstanding long-term debt(d)			5.7		%			5.8		%

__________

(a)Primarily consists of senior notes.

(b)Includes net discount and debt issuance costs of $511 million and $512 million at June 30, 2022 and December 31, 2021.

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

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

~~Note 9. Debt~~

~~Automotive~~ ~~The following table presents debt in our automotive operations:~~

June 30, 2021 December 31, 2020
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt $ 258 $ 278 $ 303 $ 332
Unsecured debt 16,743 20,756 16,929 20,988
Finance lease liabilities 317 335 237 256
Total automotive debt(a) $ 17,318 $ 21,369 $ 17,469 $ 21,576
Fair value utilizing Level 1 inputs $ 19,811 $ 19,826
Fair value utilizing Level 2 inputs $ 1,558 $ 1,750
Available under credit facility agreements(b) $ 17,189 $ 18,222
Weighted-average interest rate on outstanding short-term debt(c) 3.0 % 3.8 %
Weighted-average interest rate on outstanding long-term debt(c) 5.7 % 5.6 %

~~__________~~

~~(a)Includes net discount and debt issuance costs of $545 million and $540 million at June 30, 2021 and December 31, 2020.~~

~~(b)Excludes our 364-day, $2.0 billion facility 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 senior notes.~~ In April ~~2021,~~2022, 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 to $4.3 billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use byof 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. 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.4, 2023.

GM Financial The following table presents debt of GM Financial:


		June 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	Secured debt	$	38,999	$	39,272	$	39,982	$	40,380	Secured debt	$	38,095	$	37,584	$	39,338	$	39,401
Unsecured debt	Unsecured debt	54,571		56,495		52,443		54,568		Unsecured debt	55,509		53,148		53,223		54,357
Total GM Financial debt	Total GM Financial debt	$	93,570	$	95,767	$	92,425	$	94,948	Total GM Financial debt	$	93,603	$	90,732	$	92,561	$	93,758

Fair value utilizing Level 2 inputs	Fair value utilizing Level 2 inputs			$	93,907			$	92,922	Fair value utilizing Level 2 inputs			$	89,003			$	92,250
Fair value utilizing Level 3 inputs	Fair value utilizing Level 3 inputs			$	1,860			$	2,026	Fair value utilizing Level 3 inputs			$	1,729			$	1,508

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 89 to our condensed consolidated financial statements for additional information on GM Financial's involvement with VIEs. In the six months ended June 30, ~~2021,~~2022, GM Financial renewed revolving credit facilities with total borrowing capacity of ~~$18.7~~$10.6 billion and issued ~~$13.4~~$12.3 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~0.75%~~2.57% and maturity dates ranging from ~~2022~~2023 to ~~2028.~~2029.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. In the six months ended June 30, ~~2021,~~2022, GM Financial issued ~~$8.3~~$7.6 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~1.65%~~3.35% and maturity dates ranging from 2024 to ~~2031.~~

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

~~In July 2021, GM Financial issued CAD $400 million in senior notes with an interest rate of 1.70% due in 2025.~~2032.

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

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


		Fair Value Level	June 30, 2021		December 31, 2020			Fair Value Level	June 30, 2022		December 31, 2021

Derivatives not designated as hedges(a)	Derivatives not designated as hedges(a)						Derivatives not designated as hedges(a)
Foreign currency	Foreign currency	2	$	3,024	$	2,195	Foreign currency	2	$	4,948	$	4,228

Commodity	Commodity	2	1,093		341		Commodity	2	1,245		1,549
Stellantis warrants, formerly known as PSA warrants(b)		2	47		49
Stellantis warrants(b)							Stellantis warrants(b)	2	42		45
Total derivative financial instruments	Total derivative financial instruments		$	4,164	$	2,585	Total derivative financial instruments		$	6,235	$	5,822

__________

(a)The fair value of these derivative instruments at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and the gains/losses included in our condensed consolidated income statements for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 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~~Our 39.7 million warrants in Stellantis N.V. (Stellantis) may be exercised at any time, in one or more tranches, from August 2022 through July 2026. Upon exercise, the warrants will convert into 69.2 million common shares of ~~Stellantis upon exercise. These warrants will continue to be governed by the same terms and conditions that were applicable prior to the merger.~~Stellantis. The fair value of these warrants, located in Other assets, was ~~$1.5~~$1.0 billion and ~~$1.1~~$1.4 billion at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. We recorded ~~gains~~a loss in Interest income and other non-operating income, net of ~~$154~~$221 million and ~~$114~~a gain of $154 million in the three months ended June 30, 2022 and 2021 and ~~2020 and gains~~a loss of ~~$364~~$419 million and ~~losses~~a gain of ~~$303~~$364 million in the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		Fair Value Level	June 30, 2021						December 31, 2020							Fair Value Level	June 30, 2022						December 31, 2021
			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	$	18,112	$	319	$	75	$	10,064	$	463	$	13	Interest rate swaps	2	$	21,600	$	2	$	536	$	15,058	$	74	$	88
Foreign currency swaps	Foreign currency swaps	2	712		0		30		1,958		128		9		Foreign currency swaps	2	—		—		—		682		—		59
Cash flow hedges	Cash flow hedges														Cash flow hedges
Interest rate swaps	Interest rate swaps	2	835		4		14		921		0		27		Interest rate swaps	2	806		25		—		611		12		4
Foreign currency swaps	Foreign currency swaps	2	6,418		204		99		5,626		278		47		Foreign currency swaps	2	7,444		7		649		7,419		85		201
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	108,734		778		409		110,997		954		576		Interest rate contracts	2	109,673		1,526		1,183		110,053		846		339

Foreign currency contracts															Foreign currency contracts	2	—		—		—		148		—		—
Total derivative financial instruments(b)	Total derivative financial instruments(b)		$	134,811	$	1,305	$	627	$	129,566	$	1,823	$	672	Total derivative financial instruments(b)		$	139,523	$	1,560	$	2,368	$	133,971	$	1,017	$	691

__________

(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, ~~2021~~2022 and ~~2020~~2021 were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.

(b)GM Financial held ~~$509~~$272 million and ~~$728~~$376 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $864 million and an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

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

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

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, 2021				December 31, 2020					June 30, 2022				December 31, 2021
		Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)		Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)			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	Short-term unsecured debt	$	1,866	$	(25)	$	4,858	$	(69)	Short-term unsecured debt	$	3,042	$	8	$	1,338	$	(1)
Long-term unsecured debt	Long-term unsecured debt	22,756		(356)		18,457		(670)		Long-term unsecured debt	25,604		446		23,626		(225)
GM Financial unsecured debt	GM Financial unsecured debt	$	24,622	$	(381)	$	23,315	$	(739)	GM Financial unsecured debt	$	28,646	$	454	$	24,964	$	(226)

__________

(a)Includes ~~$223 million~~an insignificant amount and ~~$200~~$246 million of unamortized gains remaining on hedged items for which hedge accounting has been discontinued at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

~~Note 11. Accrued and Other Liabilities~~

June 30, 2021 December 31, 2020
Accrued liabilities
Dealer and customer allowances, claims and discounts $ 4,359 $ 7,300
Deferred revenue 2,660 3,132
Product warranty and related liabilities 3,339 3,048
Payrolls and employee benefits excluding postemployment benefits 1,732 1,864
Other 7,100 7,725
Total accrued liabilities $ 19,190 $ 23,069
Other liabilities
Deferred revenue $ 3,156 $ 2,715
Product warranty and related liabilities 5,841 5,193
Operating lease liabilities 979 969
Employee benefits excluding postemployment benefits 818 822
Postemployment benefits including facility idling reserves 777 739
Other 3,081 3,009
Total other liabilities $ 14,652 $ 13,447

Three Months Ended Six Months Ended
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Product Warranty and Related Liabilities
Warranty balance at beginning of period $ 8,077 $ 7,398 $ 8,242 $ 7,798
Warranties issued and assumed in period – recall campaigns 1,328 41 1,449 158
Warranties issued and assumed in period – product warranty 463 220 905 718
Payments (786) (652) (1,519) (1,533)
Adjustments to pre-existing warranties 81 (1) 92 (20)
Effect of foreign currency and other 17 34 11 (81)
Warranty balance at end of period $ 9,180 $ 7,040 $ 9,180 $ 7,040

In the three months ended June 30, 2021, we recorded warranty recall campaign accruals of $1.3 billion, of which $812 million relates to the Chevrolet Bolt EV. We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at June 30, 2021. Refer to Note 13 to our condensed consolidated financial statements for more details on the Chevrolet Bolt EV recall and Takata Corporation (Takata) matters.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 12. Product Warranty and Related Liabilities


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Product Warranty and Related Liabilities
Warranty balance at beginning of period	$	9,302	$	8,077	$	9,774	$	8,242
Warranties issued and assumed in period – recall campaigns	189		1,328		322		1,449
Warranties issued and assumed in period – product warranty	449		463		909		905
Payments	(1,012)		(786)		(2,088)		(1,519)
Adjustments to pre-existing warranties	77		81		72		92
Effect of foreign currency and other	(35)		17		(19)		11
Warranty balance at end of period	8,969		9,180		8,969		9,180
Less: Supplier recoveries balance at end of period(a)	1,637		190		1,637		190
Warranty balance, net of supplier recoveries at end of period	$	7,332	$	8,990	$	7,332	$	8,990

__________

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


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Product Warranty Expense, Net of Recoveries
Warranties issued and assumed in period	$	638	$	1,791	$	1,231	$	2,354
Supplier recoveries accrued in period	(81)		(88)		(138)		(160)
Adjustments and other	41		98		53		103
Warranty expense, net of supplier recoveries	$	598	$	1,801	$	1,146	$	2,297

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at June 30, 2022. Refer to Note 14 to our condensed consolidated financial statements for more details.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


		Three Months Ended June 30, 2021								Three Months Ended June 30, 2020												Three Months Ended June 30, 2022										Three Months Ended June 30, 2021
		Pension Benefits				Global OPEB Plans				Pension Benefits									Global OPEB Plans			Pension Benefits								Global OPEB Plans		Pension Benefits				Global OPEB Plans
		U.S.		Non-U.S.				U.S.				Non-U.S.						U.S.					Non-U.S.					U.S.				Non-U.S.
Service cost	Service cost	$	66	$	32			$	5			$	63			$	37					$	4	Service cost	$	58			$		33	$	4	$	66	$	32	$	5
Interest cost	Interest cost	268		61		31				429				88					44		Interest cost	323				74				37		268		61		31
Expected return on plan assets	Expected return on plan assets	(794)		(158)		0				(817)				(163)					0		Expected return on plan assets	(750)				(135)				—		(794)		(158)		—
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	(1)		2		(1)				(1)				1					(2)		Amortization of prior service cost (credit)	—				1				(2)		(1)		2		(1)
Amortization of net actuarial losses	Amortization of net actuarial losses	6		54		23				4				40					18		Amortization of net actuarial losses	4				34				17		6		54		23

Net periodic pension and OPEB (income) expense	Net periodic pension and OPEB (income) expense	$	(455)	$	(9)	$	58			$	(322)			$	3				$	64	Net periodic pension and OPEB (income) expense	$	(365)			$	7			$	56	$	(455)	$	(9)	$	58


		Six Months Ended June 30, 2021								Six Months Ended June 30, 2020												Six Months Ended June 30, 2022										Six Months Ended June 30, 2021
		Pension Benefits				Global OPEB Plans				Pension Benefits									Global OPEB Plans			Pension Benefits								Global OPEB Plans		Pension Benefits				Global OPEB Plans
		U.S.		Non-U.S.				U.S.				Non-U.S.						U.S.					Non-U.S.					U.S.				Non-U.S.
Service cost	Service cost	$	131	$	70			$	9			$	125			$	66					$	9	Service cost	$	116			$		68	$	8	$	131	$	70	$	9
Interest cost	Interest cost	537		120		62				858				179					87		Interest cost	646				150				74		537		120		62
Expected return on plan assets	Expected return on plan assets	(1,589)		(310)		0				(1,633)				(333)					0		Expected return on plan assets	(1,500)				(274)				—		(1,589)		(310)		—
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	(2)		3		(3)				(2)				3					(4)		Amortization of prior service cost (credit)	(1)				2				(3)		(2)		3		(3)
Amortization of net actuarial losses	Amortization of net actuarial losses	13		108		48				8				82					37		Amortization of net actuarial losses	9				69				34		13		108		48

Net periodic pension and OPEB (income) expense	Net periodic pension and OPEB (income) expense	$	(910)	$	(9)	$	116			$	(644)			$	(3)				$	129	Net periodic pension and OPEB (income) expense	$	(730)			$	15			$	113	$	(910)	$	(9)	$	116

The non-service cost components of net periodic pension and other postretirement benefits (OPEB) income of ~~$485~~$376 million and ~~$336~~$485 million in the three months ended June 30, 2022 and 2021 and ~~2020~~$752 million and $968 ~~million and $674~~ million in the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 are presented in Interest income and other non-operating income, net.

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

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. 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, 2021 and December 31, 2020, we~~We had accruals of ~~$1.2~~ $1.3 billion and $1.4 billion in Accrued liabilities and Other ~~liabilities.~~liabilities at June 30, 2022 and December 31, 2021. 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.

GM Korea Wage Litigation GM Korea Company (GM Korea) is party to litigation with current and former salaried employees over whether to include fixed bonuses in the calculation of Ordinary 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 Supreme Court of the Republic of Korea (Korea Supreme Court). In June 2021, the Korea Supreme Court affirmed the adverse rulings of the Seoul High Court. Accordingly, in the three months ended June 30, 2021, we recorded an additional accrual relating to this matter of $107 million recorded in Automotive and other selling, general and administrative expense for a total accrual of $134 million. We estimate our reasonably possible loss in excess of amounts accrued to be insignificant at June 30, 2021.

~~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 adverse administrative orders finding that GM Korea must hire certain current subcontract workers as full-time employees. GM Korea appealed the May 2018 and September 2020 orders. In June 2020, the Seoul High Court (an intermediate-level appellate court) ruled against GM Korea in one of the subcontract worker claims. Although GM Korea has appealed this decision to the Supreme Court of the Republic of Korea (Korea Supreme ~~Court.~~Court), GM Korea has since hired certain of its subcontract workers as full-time employees. At June 30, ~~2021,~~2022, our accrual covering certain asserted claims and claims that we believe are probable of

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

assertion and for which liability is probable was approximately ~~$260~~$249 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 ~~$120~~$95 million at June 30, ~~2021.~~2022. 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.

~~GM Brazil Indirect Tax Claim~~ In 2019, the Superior Court of Brazil rendered favorable decisions on 3 cases brought by GM Brazil that granted the Company the right to recover certain tax overpayments collected by the government. As a result, GM Brazil recorded pre-tax recoveries of $1.4 billion in the year ended December 31, 2019. GM Brazil is currently realizing those recoveries as there are federal tax liabilities eligible for offset. In May 2021, the Brazilian Supreme Court decided a Motion of Clarification filed by the Brazilian IRS in a related case that confirmed GM Brazil's right to recover the tax overpayments retroactively. It is possible that the Brazilian IRS will file challenges to some of the tax recoveries recognized by GM Brazil. We expect other third parties will file claims asserting entitlement to some or all of the tax recoveries awarded and recognized by GM Brazil, and GM intends to defend against any such claims.

Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings are pending against us or our related companies or joint ventures, including, but not limited to, matters arising out of alleged product defects; employment-related matters; product and workplace

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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" (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 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 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.~~lawsuit that remains pending.

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

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income ~~tax related~~tax-related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain 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 bebe reasonably estimated at June 30, ~~2021.~~2022. We believe that appropriate accruals have been established for losses that are probable and can be reasonably ~~estimated~~.estimated. For indirect tax-related matters, we estimate our reasonably possible loss in excess of amounts accrued to be up to ~~approximately $900 million~~approximately $1.0 billion at June 30, ~~2021.~~2022.

Takata Matters In November 2020, the National Highway Traffic Safety Administration (NHTSA) directed that we replace the airbag inflators in our GMT900 vehicles, which are full-size pickup trucks and sport utility vehicles (SUVs), and we decided not to contest NHTSA's decision. While we have already begun the process of executing the recall, given the number of vehicles in this population, the recall will take several years to be completed. Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of $1.1 billion for the expected costs of complying with the recall remedy, and we believe the currently accrued amount remains reasonable.

GM has recalled certain vehicles sold outside of the U.S. to replace Takata Corporation (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. Any additional recalls relating to these inflators could be material to our results of operations and cash flows.

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

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,~~ arising out of allegations that airbag inflators manufactured by Takata are defective. At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of possible loss.

Chevrolet Bolt EV Recall In ~~November 2020, GM voluntarily recalled~~July 2021, we initiated a voluntary recall for certain 2017-2019 ~~model-year~~model year Chevrolet Bolt EVs due to the risk that were built with high-voltage batteries that may pose a risk of fire. To mitigate this risk, GM’s original recall remedy involved (a) performing diagnostic procedures to identify and replace potentially defective battery cell-module assemblies and (b) installing onboard-diagnostic software designed to detect and warn owners regarding potential issues related to changes in battery-module performance over time. The cost of this initial remedy was not material.

~~However, based on a recent field incident involving a battery fire in a vehicle that received the recall remedy, we have determined that the simultaneous presence of two~~2 manufacturing defects present in the same battery cell ~~can~~could cause a high voltage battery ~~fires~~fire in certain of these ~~Bolt~~ vehicles. ~~As a result, in July 2021, we initiated a new voluntary recall to replace the lithium ion battery modules in the recall population.~~ Accordingly, in the three months ended June 30, 2021, we recorded a warranty accrual of $812 ~~million,~~million. After further investigation into the manufacturing processes at our battery supplier, LG Energy Solutions (LG), and disassembling battery packs, we determined that the risk of battery cell defects was not confined to the initial recall population. As a result, in August 2021, we expanded the recall to include all 2017-2022 model year Chevrolet Bolt EV and Electric Utility Vehicles (EUVs) and recorded an additional warranty accrual of $1.2 billion in the three months ended September 30, 2021. In October 2021, we reached an agreement with LG, under which ~~reflects~~LG will reimburse GM for costs and expenses associated with the recall. As a result, in the three months ended September 30, 2021, we recognized a receivable of $1.9 billion, which substantially offsets the warranty charges we recognized in connection with the recall. These charges reflect our current best estimate for the cost of the recall remedy. ~~We are pursuing commitments from our supplier on reimbursement for the financial~~The actual costs of ~~this field action.~~the recall and GM's associated recovery from LG could be higher or lower. For

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2017-2019 model year vehicles, the recall remedy will be to replace the high voltage battery modules in these vehicles with new modules. For 2020-2022 model year vehicles, the recall remedy will be to replace any defective high voltage battery modules in these vehicles with new modules.

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

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

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

Product Liability We recorded ~~liabilitie~~sliabilities of ~~$611~~ $617 million an~~d $589~~ and $587 million in Accrued liabilities and Other liabilities at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. We believe that any judgment against us involving our products for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage.

Guarantees We enter into indemnification agreements for ~~liabili~~tyliability claims involving products manufactured primarily by certain joint ventures. These guarantees terminate in years ranging from ~~2021~~ 2022 to 2026 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately ~~covere~~dcovered by our recorded accruals, which are insignificant. The maximum future undiscounted payments mainly based on vehicles sold to date were $3.4 billion and $3.1 billion for these guarantees at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 Stellantis under the Agreement.

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Note ~~14.~~15. Income Taxes

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

In the three months ended June 30, 2022 and 2021, Income tax expense of $490 million and $971 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation.

In the ~~three~~six months ended June 30, ~~2020,~~2022, Income tax ~~benefit~~expense of ~~$112~~$462 million was primarily due to tax ~~benefit~~expense attributable to entities included in our effective tax rate ~~calculation.~~

calculation, partially offset by the release of a valuation allowance against certain Cruise deferred tax assets that were considered realizable due to the reconsolidation of Cruise for U.S. tax purposes. In the six months ended June 30, 2021, Income tax expense of $2.1 billion was primarily due to tax expense attributable to entities included in our effective tax rate calculation and the establishment of a valuation allowance against Cruise deferred tax assets that ~~are~~were considered no longer realizable. 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 included in our effective tax rate calculation and the establishment of a valuation allowance against deferred tax assets.

In the six months ended June 30, ~~2021,~~2022, GM entered into a Share Purchase Agreement with SoftBank Vision Fund (AIV M2) L.P. (SoftBank), pursuant to which GM acquired SoftBank’s equity ownership stake in GM Cruise ~~issued new preferred shares to investors.~~Holdings LLC (Cruise Holdings) and separately, made an additional $1.35 billion investment in Cruise in place of SoftBank. As ~~a result~~ of March 31, 2022, GM’s ownership in Cruise increased above the ~~issuance in January 2021, Cruise fell below the ownership~~80% threshold ~~required~~which allowed for inclusion of Cruise in our U.S. Federal consolidated income tax ~~returns,~~return and ~~we established~~the release of a valuation allowance of ~~$316~~$482 million against certain Cruise deferred tax assets. Refer to Note 16 to our condensed consolidated financial statements for additional information regarding the ~~Cruise preferred stock issuance.~~Share Purchase Agreement with SoftBank.

At June 30, ~~2021,~~2022, we had ~~$21.7~~$20.2 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 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.

~~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
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Balance at beginning of period $ 275 $ 583 $ 352 $ 564
Additions, interest accretion and other 55 35 58 254
Payments (29) (163) (108) (338)
Revisions to estimates and effect of foreign currency 2 25 1 0
Balance at end of period $ 303 $ 480 $ 303 $ 480

In the three and six months ended June 30, 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 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, 2020, primarily consisting of $335 million in property and intangible asset impairments, inventory provisions, sales allowances and other charges, not reflected in the table above, and $246 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 $689 million. We also recorded a $236 million charge to Income tax expense due to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand in the six months ended June 30, 2020. We incurred $69 million in net cash outflows in the six

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months ended June 30, 2020 resulting from these restructuring actions, primarily for sales allowances payments and dealer restructuring payments, and $227 million in net cash outflows since program inception, primarily for dealer restructuring payments and employee separation payments, which includes proceeds of $143 million from the sale of our manufacturing facilities in Thailand.

Note 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 0no shares of preferred stock issued and outstanding at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. We had 1.5 ~~billion and 1.4~~ billion shares of common stock issued and outstanding at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Cruise Preferred Shares In ~~the six months ended June 30,~~ 2021, GM Cruise Holdings ~~LLC (Cruise Holdings)~~ issued $2.7 billion of Class G Preferred Shares (Cruise Class G Preferred Shares) to Microsoft Corporation (Microsoft), Walmart Inc. (Walmart) and other investors, including $1.0 billion to General Motors Holdings LLC. All proceeds related to the Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings. In addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared. ~~Each~~The Cruise Class G ~~Preferred Share is entitled to 1 vote per~~and 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 GF Preferred Shares convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios. No covenants or other events of default exist that can trigger redemption of the Cruise Class G and Cruise Class F Preferred Shares. The Cruise Class G and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling interests in our condensed consolidated financial statements.

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

Cruise Common Shares In the three months ended June 30, 2022, Cruise Holdings issued $0.7 billion of Class ~~A-1 Preferred~~B Common Shares to settle vested awards under Cruise's 2018 Employee Incentive Plan. In addition, Cruise Holdings issued $0.4 billion of Class B Common Shares, primarily to ~~SoftBank~~us, to fund the payment of statutory tax withholding obligations resulting from the settlement or exercise of vested awards. Also, GM conducted a quarterly tender offer and paid $0.2 billion in ~~2018 (Cruise Class A-1 Preferred Shares) and~~cash to settle tendered Cruise Class ~~F Preferred~~B Common Shares. The Class B Common Shares ~~convert into the class of~~are classified as noncontrolling interests in our condensed consolidated financial statements except for certain 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~~that are liability classified that have a ~~conversion ratio that is indexed to the fair~~recorded value of $0.4 billion at June 30, 2022. Refer to Note 18 for additional information on 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.stock incentive awards.

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Net income attributable to shareholders and transfers to the noncontrolling interest in Cruise was $2.0 billion, which includes the $909 million decrease in retained earnings for the redemption of Cruise preferred shares for the period ended March 31, 2022. The effect on the equity attributable to us for the changes in our ownership interest in Cruise and other subsidiaries during the three months ended June 30, 2022 was insignificant.

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


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments									Foreign Currency Translation Adjustments
Balance at beginning of period	Balance at beginning of period	$	(2,759)	$	(3,091)	$	(2,735)	$	(2,277)	Balance at beginning of period	$	(2,256)	$	(2,759)	$	(2,653)	$	(2,735)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)	Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)	314		(101)		290		(915)		Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)	(301)		314		96		290

Balance at end of period	Balance at end of period	$	(2,445)	$	(3,192)	$	(2,445)	$	(3,192)	Balance at end of period	$	(2,557)	$	(2,445)	$	(2,557)	$	(2,445)

Defined Benefit Plans	Defined Benefit Plans									Defined Benefit Plans
Balance at beginning of period	Balance at beginning of period	$	(10,494)	$	(8,540)	$	(10,654)	$	(8,857)	Balance at beginning of period	$	(6,425)	$	(10,494)	$	(6,528)	$	(10,654)

Other comprehensive income (loss) before reclassification adjustment, net of tax(b)	Other comprehensive income (loss) before reclassification adjustment, net of tax(b)	(48)		(97)		38		166		Other comprehensive income (loss) before reclassification adjustment, net of tax(b)	226		(48)		278		38
Reclassification adjustment, net of tax(b)	Reclassification adjustment, net of tax(b)	76		58		150		112		Reclassification adjustment, net of tax(b)	49		76		100		150
Other comprehensive income (loss), net of tax(b)	Other comprehensive income (loss), net of tax(b)	28		(39)		188		278		Other comprehensive income (loss), net of tax(b)	275		28		378		188

Balance at end of period(c)	Balance at end of period(c)	$	(10,466)	$	(8,579)	$	(10,466)	$	(8,579)	Balance at end of period(c)	$	(6,150)	$	(10,466)	$	(6,150)	$	(10,466)

__________

(a)The noncontrolling interests and reclassification ~~adjustment wer~~e adjustment were insignificant in the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

(b)The income tax effect was insignificant in the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

(c)Primarily consists of unamortized actuarial loss on our defined benefit plans. Refer to Note 2. Significant Accounting Policies of our ~~2020~~2021 Form 10-K for additional information.

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Note 17. Earnings Per Share


		Three Months Ended				Six Months Ended			Three Months Ended						Six Months Ended
		June 30, 2021		June 30, 2020			June 30, 2021			June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Basic earnings per share	Basic earnings per share											Basic earnings per share
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	$	2,836	$	(758)		$	5,858		$	(464)	Net income (loss) attributable to stockholders	$	1,692	$	2,836	$	4,631	$	5,858
Less: cumulative dividends on subsidiary preferred stock(a)	Less: cumulative dividends on subsidiary preferred stock(a)	(46)		(48)			(91)			(95)		Less: cumulative dividends on subsidiary preferred stock(a)	(26)		(46)		(978)		(91)

Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	2,790	$	(806)		$	5,767		$	(559)	Net income (loss) attributable to common stockholders	$	1,666	$	2,790	$	3,653	$	5,767

Weighted-average common shares outstanding	Weighted-average common shares outstanding	1,451		1,432			1,449			1,432		Weighted-average common shares outstanding	1,458		1,451		1,458		1,449

Basic earnings (loss) per common share		$	1.92	$	(0.56)		$	3.98		$	(0.39)
Basic earnings per common share												Basic earnings per common share	$	1.14	$	1.92	$	2.51	$	3.98
Diluted earnings per share	Diluted earnings per share											Diluted earnings per share

Net income (loss) attributable to common stockholders – diluted	Net income (loss) attributable to common stockholders – diluted	$	2,790	$	(806)		$	5,767		$	(559)	Net income (loss) attributable to common stockholders – diluted	$	1,666	$	2,790	$	3,653	$	5,767

Weighted-average common shares outstanding – basic	Weighted-average common shares outstanding – basic	1,451		1,432			1,449			1,432		Weighted-average common shares outstanding – basic	1,458		1,451		1,458		1,449
Dilutive effect of awards under stock incentive plans	Dilutive effect of awards under stock incentive plans	17		0			17			0		Dilutive effect of awards under stock incentive plans	7		17		10		17
Weighted-average common shares outstanding – diluted	Weighted-average common shares outstanding – diluted	1,468		1,432			1,466			1,432		Weighted-average common shares outstanding – diluted	1,465		1,468		1,468		1,466

Diluted earnings (loss) per common share		$	1.90	$	(0.56)		$	3.93		$	(0.39)
Diluted earnings per common share												Diluted earnings per common share	$	1.14	$	1.90	$	2.49	$	3.93
Potentially dilutive securities~~(a)~~(b)	Potentially dilutive securities~~(a)~~(b)	2		43			2			43		Potentially dilutive securities~~(a)~~(b)	10		2		10		2

__________

(a)Includes a $909 million deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the six months ended June 30, 2022.

(b)Potentially dilutive securities attributable to outstanding stock options at June 30, 2022 and 2021 and ~~2020 and Performance Stock Units (PSUs) and Restricted Stock Units (RSUs)~~RSUs at June 30, ~~2020,~~2022, were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.

Note 18. Stock Incentive Plans

GM Stock Incentive Awards We grant to certain employees RSUs, RSAs, PSUs and stock options (collectively, stock incentive awards). Total compensation expense related to the above awards was $94 million and $139 million in the three months ended June 30, 2022 and 2021 and $172 million and $204 million in the six months ended June 30, 2022 and 2021. At June 30, 2022, the total unrecognized compensation expense for nonvested equity awards granted was $423 million. This expense is expected to be recorded over a weighted-average period of 1.7 years.

Cruise Stock Incentive Awards Cruise granted RSUs and stock options that will settle in common shares of Cruise Holdings in the six months ended June 30, 2022 and 2021. In March 2022, Cruise modified its RSUs that settle in Cruise Class B Common Shares to remove the liquidity vesting condition such that all granted RSU awards vest solely upon satisfaction of a service condition. The service condition for the majority of these awards is satisfied over four years. Upon modification, 31 million RSUs whose service condition was previously met became immediately vested, thereby resulting in the immediate recognition of compensation expense. In addition, at Cruise's election, GM intends to conduct quarterly tender offers whereby, holders of Cruise Class B Common Shares issued to settle vested awards can tender their shares generally at the fair value of Cruise’s common stock. The planned tenders result in certain awards to be classified as liabilities and other awards to be presented in temporary equity, which triggers the immediate recognition of incremental compensation expense associated with the stock options. These awards were granted under Cruise's 2018 Employee Incentive Plan approved by Cruise Holdings' Board of Directors in August 2018. Shares awarded under the plan are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan. Stock options vest ratably over four to 10 years, as defined in the terms of each award. Stock options expire 10 years from the grant date.

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

Units outstanding at January 1, 2022	66.2	$	18.82	8.1	23.8	$	7.07	2.0
Granted	34.5	$	27.74		2.9	$	15.77
Settled or exercised	(35.8)	$	29.00		(2.2)	$	20.97
Forfeited or expired	(4.5)	$	25.56		—	$	—
Units outstanding at June 30, 2022(a)	60.4	$	29.00	1.6	24.6	$	18.79	2.0

__________

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

Our weighted-average assumptions used to value Cruise stock options are a dividend yield of 0.00% and 0.00%, expected volatility of 57.3% and 55.0%, a risk-free interest rate of 2.47% and 0.78% and an expected option life of 6.57 and 6.25 years for options issued during the six months ended June 30, 2022 and 2021. The expected volatility is based on the historical volatility of comparable public company data as Cruise Holdings is not publicly traded and therefore, does not have any trading history of its common stock.

Total compensation expense related to Cruise Holdings' share-based awards was $158 million for the three months ended June 30, 2022 and an insignificant amount for three months ended June 30, 2021. Total compensation expense related to Cruise Holdings' share-based awards was $1.3 billion for the six months ended June 30, 2022, which, when excluding the compensation expense for the three months ended June 30, 2022, primarily represents the impact of the modification to outstanding awards, and an insignificant amount for the six months ended June 30, 2021. During the three months ended June 30, 2022, GM conducted a quarterly tender offer and paid $0.2 billion in cash to settle tendered Cruise Class B Common Shares. No cash was paid to settle share-based awards for the three months ended March 31, 2022. Total unrecognized compensation expense for Cruise Holdings’ nonvested equity awards granted was $1.9 billion at June 30, 2022. Total units outstanding were 85 million at June 30, 2022. The expense related to RSUs and stock options is expected to be recorded over a weighted-average period of 1.7 years.

Note ~~18.~~19. 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~~decision-maker evaluates the operating results and performance of our automotive segments and Cruise through earnings before interest and income taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating ~~decision maker~~decision-maker evaluates GM Financial through earnings before income taxes (EBT)-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our strategic initiatives. 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 and 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. ~~We provide automotive~~

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~~financing services through GM Financial.~~ 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, 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, 2021
GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Net sales and revenue $ 27,932 $ 2,792 $ 21 $ 30,745 $ 25 $ 3,426 $ (29) $ 34,167
Earnings (loss) before interest and taxes-adjusted $ 2,894 $ 15 $ (38) $ 2,871 $ (332) $ 1,581 $ (3) $ 4,117
Adjustments(a) $ (17) $ (82) $ 0 $ (99) $ 0 $ 0 $ 0 (99)
Automotive interest income 32
Automotive interest expense (243)
Net (loss) attributable to noncontrolling interests (57)
Income before income taxes 3,750
Income tax expense (971)
Net income 2,779
Net loss attributable to noncontrolling interests 57
Net income attributable to stockholders $ 2,836
Equity in net assets of nonconsolidated affiliates $ 482 $ 6,696 $ 0 $ 0 $ 7,178 $ 0 $ 1,704 $ 0 $ 8,882
Goodwill and intangibles $ 2,292 $ 789 $ 0 $ 0 $ 3,081 $ 743 $ 1,345 $ 0 $ 5,169
Total assets $ 115,220 $ 22,203 $ 37,424 $ (52,138) $ 122,709 $ 5,204 $ 115,346 $ (1,456) $ 241,803
Depreciation and amortization $ 1,281 $ 137 $ 4 $ 0 $ 1,422 $ 13 $ 1,579 $ 0 $ 3,014
Impairment charges $ 0 $ 0 $ 0 $ 0 $ 0 $ 4 $ 0 $ 0 $ 4
Equity income $ 3 $ 274 $ 0 $ 0 $ 277 $ 0 $ 50 $ 0 $ 327
~~__________~~

~~(a) Consists of restructuring charges related to Cadillac dealer strategy in GMNA and an adjustment related to unique events associated with recent Korea Supreme Court decisions~~

~~related to our salaried workers in GMI.~~

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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) $ 0 $ (92) $ 0 $ (92) $ 0 $ 0 $ 0 (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 $ 0 $ 0 $ 6,240 $ 0 $ 1,484 $ 0 $ 7,724
Goodwill and intangibles $ 2,399 $ 819 $ 1 $ 0 $ 3,219 $ 726 $ 1,337 $ 0 $ 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 $ 0 $ 1,282 $ 11 $ 1,965 $ 0 $ 3,258
Impairment charges $ 0 $ 7 $ 0 $ 0 $ 7 $ 0 $ 0 $ 0 $ 7
Equity income $ 5 $ 165 $ 0 $ 0 $ 170 $ 0 $ 42 $ 0 $ 212

~~__________~~

~~(a)Consists~~our global segment responsible for the development and commercialization of ~~restructuring~~AV technology, and includes AV-related engineering and other ~~charges~~costs. We provide automotive financing services through our GM Financial segment.

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 ~~Australia, New Zealand~~Corporate. Corporate assets primarily consist of cash and ~~Thailand.~~cash equivalents, marketable debt securities, Stellantis warrants and intersegment balances. All intersegment balances and transactions have been eliminated in consolidation.

At and For the Six Months Ended June 30, 2021
GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Net sales and revenue $ 53,889 $ 5,878 $ 40 $ 59,807 $ 55 $ 6,833 $ (54) $ 66,641
Earnings (loss) before interest and taxes-adjusted $ 6,028 $ 323 $ (8) $ 6,343 $ (561) $ 2,763 $ (11) $ 8,534
Adjustments(a) $ (17) $ (82) $ 0 $ (99) $ 0 $ 0 $ 0 (99)
Automotive interest income 64
Automotive interest expense (493)
Net (loss) attributable to noncontrolling interests (65)
Income before income taxes 7,941
Income tax expense (2,148)
Net income 5,793
Net loss attributable to noncontrolling interests 65
Net income attributable to stockholders $ 5,858
Depreciation and amortization $ 2,479 $ 269 $ 10 $ 0 $ 2,758 $ 24 $ 3,247 $ 0 $ 6,029
Impairment charges $ 0 $ 0 $ 0 $ 0 $ 0 $ 4 $ 0 $ 0 $ 4
Equity income $ 7 $ 581 $ 0 $ 0 $ 588 $ 0 $ 104 $ 0 $ 692
The following tables summarize key financial information by segment:


	At and For the Three Months Ended June 30, 2022
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	28,760	$	3,807	$	47			$	32,614	$	25	$	3,146	$	(26)	$	35,759
Earnings (loss) before interest and taxes-adjusted	$	2,299	$	209	$	(731)			$	1,778	$	(543)	$	1,106	$	3	$	2,343
Adjustments	$	—	$	—	$	—			$	—	$	—	$	—	$	—	—
Automotive interest income																	73
Automotive interest expense																	(234)
Net income (loss) attributable to noncontrolling interests																	(50)
Income (loss) before income taxes																	2,132
Income tax benefit (expense)																	(490)
Net income (loss)																	1,642

Net loss (income) attributable to noncontrolling interests																	50
Net income (loss) attributable to stockholders																	$	1,692

Equity in net assets of nonconsolidated affiliates	$	1,416	$	6,556	$	—	$	—	$	7,972	$	—	$	1,760	$	—	$	9,733
Goodwill and intangibles	$	2,187	$	754	$	4	$	—	$	2,945	$	727	$	1,341	$	—	$	5,013
Total assets	$	127,964	$	24,867	$	34,030	$	(55,045)	$	131,815	$	6,049	$	116,807	$	(1,154)	$	253,517
Depreciation and amortization	$	1,476	$	131	$	6	$	—	$	1,613	$	12	$	1,218	$	—	$	2,844
Impairment charges	$	11	$	—	$	—	$	—	$	11	$	—	$	—	$	—	$	11
Equity income (loss)	$	(6)	$	(89)	$	—	$	—	$	(95)	$	—	$	50	$	—	$	(45)


	At and For the Three Months Ended June 30, 2021
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	27,932	$	2,792	$	21			$	30,745	$	25	$	3,426	$	(29)	$	34,167
Earnings (loss) before interest and taxes-adjusted	$	2,894	$	15	$	(38)			$	2,871	$	(332)	$	1,581	$	(3)	$	4,117
Adjustments(a)	$	(17)	$	(82)	$	—			$	(99)	$	—	$	—	$	—	(99)
Automotive interest income																	32
Automotive interest expense																	(243)
Net income (loss) attributable to noncontrolling interests																	(57)
Income (loss) before income taxes																	3,750
Income tax benefit (expense)																	(971)
Net income (loss)																	2,779

Net loss (income) attributable to noncontrolling interests																	57
Net income (loss) attributable to stockholders																	$	2,836

Equity in net assets of nonconsolidated affiliates	$	482	$	6,696	$	—	$	—	$	7,178	$	—	$	1,704	$	—	$	8,882
Goodwill and intangibles	$	2,292	$	789	$	—	$	—	$	3,081	$	743	$	1,345	$	—	$	5,169
Total assets	$	115,220	$	22,203	$	37,424	$	(52,138)	$	122,709	$	5,204	$	115,346	$	(1,456)	$	241,803
Depreciation and amortization	$	1,281	$	137	$	4	$	—	$	1,422	$	13	$	1,579	$	—	$	3,014
Impairment charges	$	—	$	—	$	—	$	—	$	—	$	4	$	—	$	—	$	4
Equity income (loss)	$	3	$	274	$	—	$	—	$	277	$	—	$	50	$	—	$	327

__________

(a) Consists of restructuring charges related to Cadillac dealer strategy in GMNA and an adjustment related to unique events associated with ~~recent~~ Korea Supreme Court decisions

related to our salaried workers in GMI.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

At and For the Six Months Ended June 30, 2020
GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Net sales and revenue $ 37,435 $ 4,957 $ 118 $ 42,510 $ 53 $ 6,984 $ (60) $ 49,487
Earnings (loss) before interest and taxes-adjusted $ 2,093 $ (821) $ (593) $ 679 $ (423) $ 456 $ 2 $ 714
Adjustments(a) $ 0 $ (581) $ 0 $ (581) $ 0 $ 0 $ 0 (581)
Automotive interest income 144
Automotive interest expense (496)
Net (loss) attributable to noncontrolling interests (30)
Loss before income taxes (249)
Income tax expense (245)
Net loss (494)
Net loss attributable to noncontrolling interests 30
Net loss attributable to stockholders $ (464)
Depreciation and amortization $ 2,354 $ 315 $ 15 $ 0 $ 2,684 $ 19 $ 3,753 $ 0 $ 6,456
Impairment charges $ 20 $ 97 $ 0 $ 0 $ 117 $ 0 $ 0 $ 0 $ 117
Equity income $ 11 $ 2 $ 0 $ 0 $ 13 $ 0 $ 67 $ 0 $ 80



	At and For the Six Months Ended June 30, 2022
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	58,216	$	7,120	$	100			$	65,437	$	51	$	6,302	$	(52)	$	71,738
Earnings (loss) before interest and taxes-adjusted	$	5,440	$	537	$	(1,118)			$	4,859	$	(868)	$	2,390	$	6	$	6,387
Adjustments(a)	$	100	$	—	$	—			$	100	$	(1,057)	$	—	$	—	(957)
Automotive interest income																	123
Automotive interest expense																	(460)
Net income (loss) attributable to noncontrolling interests																	(181)
Income (loss) before income taxes																	4,912
Income tax benefit (expense)																	(462)
Net income (loss)																	4,449

Net loss (income) attributable to noncontrolling interests																	181
Net income (loss) attributable to stockholders																	$	4,631




Depreciation and amortization	$	2,980	$	265	$	11	$	—	$	3,256	$	25	$	2,454	$	—	$	5,735
Impairment charges	$	11	$	—	$	—	$	—	$	11	$	—	$	—	$	—	$	11
Equity income (loss)	$	—	$	143	$	—	$	—	$	144	$	—	$	104	$	—	$	247

__________

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



	At and For the Six Months Ended June 30, 2021
	GMNA		GMI		Corporate		Eliminations		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Net sales and revenue	$	53,889	$	5,878	$	40			$	59,807	$	55	$	6,833	$	(54)	$	66,641
Earnings (loss) before interest and taxes-adjusted	$	6,028	$	323	$	(8)			$	6,343	$	(561)	$	2,763	$	(11)	$	8,534
Adjustments(a)	$	(17)	$	(82)	$	—			$	(99)	$	—	$	—	$	—	(99)
Automotive interest income																	64
Automotive interest expense																	(493)
Net income (loss) attributable to noncontrolling interests																	(65)
Income (loss) before income taxes																	7,941
Income tax benefit (expense)																	(2,148)
Net income (loss)																	5,793

Net loss (income) attributable to noncontrolling interests																	65
Net income (loss) attributable to stockholders																	$	5,858




Depreciation and amortization	$	2,479	$	269	$	10	$	—	$	2,758	$	24	$	3,247	$	—	$	6,029
Impairment charges	$	—	$	—	$	—	$	—	$	—	$	4	$	—	$	—	$	4
Equity income (loss)	$	7	$	581	$	—	$	—	$	588	$	—	$	104	$	—	$	692

__________

(a) Consists of restructuring charges related to Cadillac dealer strategy in GMNA and ~~other charges~~an adjustment related to unique events associated with Korea Supreme Court decisions related to our salaried workers in ~~Australia, New Zealand and Thailand.~~GMI.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, and the audited consolidated financial statements and notes thereto included in our ~~2020~~2021 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 ~~2020~~2021 Form 10-K for a discussion of these risks and uncertainties. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

Non-GAAP Measures 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-adjustedEPS-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-adjustedROIC-adjusted is used by management and can be used by investors to review our investment and capital allocation decisions. We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by ROIC-adjusted average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of 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,					June 30,				March 31,				December 31,				September 30,
		2021		2020		2021		2020		2020		2019		2020		2019			2022		2021		2022		2021		2021		2020		2021		2020
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	$	2,836	$	(758)	$	3,022	$	294	$	2,846	$	(194)	$	4,045	$	2,351	Net income (loss) attributable to stockholders	$	1,692	$	2,836	$	2,939	$	3,022	$	1,741	$	2,846	$	2,420	$	4,045
Income tax expense (benefit)	Income tax expense (benefit)	971		(112)		1,177		357		642		(163)		887		271		Income tax expense (benefit)	490		971		(28)		1,177		471		642		152		887
Automotive interest expense	Automotive interest expense	243		303		250		193		275		200		327		206		Automotive interest expense	234		243		226		250		227		275		230		327
Automotive interest income	Automotive interest income	(32)		(61)		(32)		(83)		(46)		(96)		(51)		(129)		Automotive interest income	(73)		(32)		(50)		(32)		(44)		(46)		(38)		(51)
Adjustments	Adjustments																	Adjustments
GM Korea wage litigation(a)		82		—		—		—		—		—		—		—
Cadillac dealer strategy(b)		17		—		—		—		99		—		—		—
GMI restructuring(c)		—		92		—		489		26		—		76		—
Ignition switch recall and related legal matters(d)		—		—		—		—		(130)		—		—		—
Transformation activities(e)		—		—		—		—		—		194		—		390
FAW-GM divestiture(f)		—		—		—		—		—		164		—		—
GM Brazil indirect tax recoveries(g)		—		—		—		—		—		—		—		(123)
Cruise compensation modifications(a)																		Cruise compensation modifications(a)	—		—		1,057		—		—		—		—		—
Patent royalty matters(b)																		Patent royalty matters(b)	—		—		(100)		—		250		—		—		—
GM Brazil indirect tax matters(c)																		GM Brazil indirect tax matters(c)	—		—		—		—		194		—		—		—
Cadillac dealer strategy(d)																		Cadillac dealer strategy(d)	—		17		—		—		—		99		158		—
GMI restructuring(e)																		GMI restructuring(e)	—		—		—		—		—		26		—		76
GM Korea wage litigation(f)																		GM Korea wage litigation(f)	—		82		—		—		—		—		—		—
Ignition switch recall and related legal matters(g)																		Ignition switch recall and related legal matters(g)	—		—		—		—		—		(130)		—		—

Total adjustments	Total adjustments	99		92		—		489		(5)		358		76		267		Total adjustments	—		99		957		—		444		(5)		158		76
EBIT (loss)-adjusted	EBIT (loss)-adjusted	$	4,117	$	(536)	$	4,417	$	1,250	$	3,712	$	105	$	5,284	$	2,966	EBIT (loss)-adjusted	$	2,343	$	4,117	$	4,044	$	4,417	$	2,839	$	3,712	$	2,922	$	5,284

_________

(a)This adjustment was excluded because it relates to the one-time modification of ~~the unique events associated with recent Supreme Court of Korea decisions related to our salaried workers.~~Cruise stock incentive awards.

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

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

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

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

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

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

~~(e)~~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 accelerated depreciation and employee separation charges in the three months ended December 31, 2019, and supplier-related charges and pension curtailment and other charges in the three months ended September 30, 2019.

~~(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.

~~(g)This adjustment was excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes.~~

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

Three Months Ended Six Months Ended
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Amount Per Share Amount Per Share Amount Per Share Amount Per Share
Diluted earnings (loss) per common share $ 2,790 $ 1.90 $ (806) $ (0.56) $ 5,767 $ 3.93 $ (559) $ (0.39)
Adjustments(a) 99 0.07 92 0.06 99 0.06 581 0.41
Tax effect on adjustment(b) (4) — 5 — (4) — (68) (0.05)
Tax adjustment(c) — — — — 316 0.22 236 0.16
EPS-diluted-adjusted $ 2,885 $ 1.97 $ (709) $ (0.50) $ 6,178 $ 4.21 $ 190 $ 0.13


	Three Months Ended								Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share
Diluted earnings per common share	$	1,666	$	1.14	$	2,790	$	1.90	$	3,653	$	2.49	$	5,767	$	3.93
Adjustments(a)	—		—		99		0.07		957		0.65		99		0.06
Tax effect on adjustments(b)	—		—		(4)		—		(296)		(0.20)		(4)		—
Tax adjustments(c)	—		—		—		—		(482)		(0.33)		316		0.22
Deemed dividend adjustment(d)	—		—		—		—		909		0.62		—		—
EPS-diluted-adjusted	$	1,666	$	1.14	$	2,885	$	1.97	$	4,741	$	3.23	$	6,178	$	4.21

~~________~~__________

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

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

(c)These adjustments consist of tax benefit related to the release of a valuation allowance against deferred tax assets that are considered realizable as a result of Cruise tax reconsolidation in the six months ended June 30, 2022, and tax expense related to the establishment of a valuation allowance against deferred tax assets that ~~are~~were considered no longer realizable for Cruise in the six months ended June 30, ~~2021 and for GM in Australia and New Zealand for the six months ended June 30, 2020.~~2021. These adjustments were excluded because significant impacts of valuation allowances are not considered part of our core operations.

(d)This adjustment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the six months ended June 30, 2022.

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


		Three Months Ended												Six Months Ended															Three Months Ended														Six Months Ended
		June 30, 2021						June 30, 2020						June 30, 2021						June 30, 2020									June 30, 2022							June 30, 2021							June 30, 2022							June 30, 2021
		Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense			Effective tax rate				Income before income taxes		Income tax expense (benefit)		Effective tax rate			Income before income taxes		Income tax expense (benefit)		Effective tax rate			Income before income taxes		Income tax expense (benefit)		Effective tax rate			Income before income taxes		Income tax expense (benefit)		Effective tax rate
Effective tax rate	Effective tax rate	$	3,750	$	971	25.9	%	$	(892)	$	(112)	12.6	%	$	7,941	$	2,148	27.0	%	$	(249)	$	245		n.m.		Effective tax rate		$	2,132	$	490	23.0	%		$	3,750	$	971	25.9	%		$	4,912	$	462	9.4	%		$	7,941	$	2,148	27.0	%
Adjustments(a)	Adjustments(a)	124		4				92		(5)				124		4				581		68					Adjustments(a)		—		—					124		4					1,053		296					124		4
Tax adjustment(b)																(316)						(236)
Tax adjustments(b)																								Tax adjustments(b)				—							—							482							(316)
ETR-adjusted	ETR-adjusted	$	3,874	$	975	25.2	%	$	(800)	$	(117)	14.6	%	$	8,065	$	1,836	22.8	%	$	332	$	77		23.2	%	ETR-adjusted		$	2,132	$	490	23.0	%		$	3,874	$	975	25.2	%		$	5,965	$	1,240	20.8	%		$	8,065	$	1,836	22.8	%

~~________~~

~~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. These adjustments include Net income attributable to noncontrolling interests where applicable. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

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

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


		Four Quarters Ended							Four Quarters Ended
		June 30, 2021			June 30, 2020				June 30, 2022			June 30, 2021
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	$	12.7		$	1.7		Net income (loss) attributable to stockholders	$	8.8		$	12.7
Average equity(a)	Average equity(a)	$	49.2		$	42.8		Average equity(a)	$	62.4		$	49.2
ROE	ROE	25.9		%	4.0		%	ROE	14.1		%	25.9		%

__________

(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, 2021			June 30, 2020				June 30, 2022			June 30, 2021
EBIT (loss)-adjusted(a)	EBIT (loss)-adjusted(a)	$	17.5		$	3.8		EBIT (loss)-adjusted(a)	$	12.1		$	17.5
Average equity(b)	Average equity(b)	$	49.2		$	42.8		Average equity(b)	$	62.4		$	49.2
Add: Average automotive debt and interest liabilities (excluding finance leases)	Add: Average automotive debt and interest liabilities (excluding finance leases)	20.3			23.6			Add: Average automotive debt and interest liabilities (excluding finance leases)	16.8			20.3
Add: Average automotive net pension & OPEB liability	Add: Average automotive net pension & OPEB liability	17.8			17.1			Add: Average automotive net pension & OPEB liability	12.1			17.8

Less: Average automotive and other net income tax asset	Less: Average automotive and other net income tax asset	(23.2)			(23.9)			Less: Average automotive and other net income tax asset	(21.6)			(23.2)
ROIC-adjusted average net assets	ROIC-adjusted average net assets	$	64.1		$	59.6		ROIC-adjusted average net assets	$	69.7		$	64.1
ROIC-adjusted	ROIC-adjusted	27.3		%	6.4		%	ROIC-adjusted	17.4		%	27.3		%

__________

(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 vision for the future is a world with zero crashes, ~~zero emissions~~zero-emissions and zero congestion, which guides our growth-focused ~~investment~~strategy to invest in ~~electric~~EVs and ~~autonomous vehicles,~~AVs, software-enabled services and subscriptions and new ~~products~~business opportunities, while strengthening our market position in profitable internal combustion engine vehicles, such as trucks and ~~services. The~~SUVs. We have committed to an all-electric future ~~we are building integrates~~with a core focus on zero-emission battery EVs as part of our ~~technology, scale and manufacturing expertise~~long-term strategy. We plan to drive growth, profitability and deliver world-class customer interactions. Our strategy includes product leadership in electric 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 health and safety culture.

The automotive industry and GM ~~are currently experiencing a global~~continue to experience supply chain disruptions, including semiconductor supply ~~shortage. The supply shortage has impacted, and continues to~~shortages, which impact multiple suppliers ~~that incorporate semiconductors into the parts they supply to us. We expect the semiconductor supply shortage will continue to have an impact on~~and our ~~business for the foreseeable future.~~planned production schedules. We will continue prioritizing the production of our most popular and in-demand vehicles, including our full-size trucks, full-size SUVs and ~~electric vehicles.~~EVs. We do not expect ~~this shortage~~these disruptions to impact our long-term growth and ~~electric vehicle~~EV initiatives. In June 2021, we announced plans to increase our investment in ~~electric~~EVs and ~~autonomous vehicles~~AVs from $27.0 billion to more than $35.0 billion, through 2025, to accelerate battery and ~~electric vehicle~~EV assembly capacity.

We ~~also~~ continue to monitor the impact of the COVID-19 pandemic, and government actions and measures taken to prevent its spread, and the potential to affect our operations. Refer to Part I, Item 1A. Risk Factors of our ~~2020~~2021 Form 10-K for further discussion of these risks.

For the year ending December 31, 2021, we expect EPS-diluted of between $5.12 and $6.12, EPS-diluted-adjusted of between $5.40 and $6.40, Net income attributable to stockholders of between $7.7 billion and $9.2 billion and EBIT-adjusted of between $11.5 billion and $13.5 billion. Due to the uncertainty of the semiconductor supply shortage, our cash flow from operations could be impacted by year end work-in-process inventory related to vehicles produced without modules. The value of the vehicles manufactured without modules held in inventory was $1.4 billion at June 30, 2021. We do not consider the potential impact of future adjustments on our expected financial results.

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


									~~Year Ending December 31, 2021~~
~~Net income attributable to stockholders~~									~~$ 7.7-9.2~~
~~Income tax expense~~									~~2.8-3.3~~

~~Automotive interest expense, net~~									~~0.9~~
~~Adjustments(a)~~									~~0.1~~
~~EBIT-adjusted(b)~~									~~$ 11.5-13.5~~

~~________~~

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

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

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


									~~Year Ending December 31, 2021~~
~~Diluted earnings per common share~~									~~$ 5.12-6.12~~
~~Adjustments(a)~~									~~0.28~~

~~EPS-diluted-adjusted(b)~~									~~$ 5.40-6.40~~

~~________~~

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

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

We also face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, ~~weak economic conditions,~~rising interest rates and higher material and service prices driven by inflationary pressures, competitive pressures, our product portfolio offerings, heightened emissions standards, potentially weak economic conditions, labor disruptions, foreign exchange volatility, ~~rising material prices,~~ evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors of our ~~2020~~2021 Form 10-K for a discussion of these challenges.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results.

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

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


									Year Ending December 31, 2022
Net income attributable to stockholders									$ 9.6-11.2
Income tax expense									1.6-2.0
Automotive interest expense, net									0.8

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

________

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

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

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


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

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

________

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

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

GMNA Industry sales in North America ~~were 10.1 million units in the six months ended June 30, 2021, representing an increase of 29.5% compared to the corresponding period in 2020. U.S. industry sales~~ were 8.5 million units in the six months ended June 30, ~~2021,~~2022, representing ~~an increase~~a decrease of ~~29.5%~~16.0% compared to the corresponding period in ~~2020.~~2021. U.S. industry sales were 7.0 million units in the six months ended June 30, 2022, representing a decrease of 18.0% compared to the corresponding period in 2021.

Our total vehicle sales in the U.S., our largest market in North America, were ~~1.3~~1.1 million units for market share of ~~15.6%~~15.7% in the six months ended June 30, ~~2021,~~2022, representing ~~a decrease~~an increase of ~~1.3~~0.1 percentage points compared to the corresponding period in ~~2020.~~2021.

We expect to sustain relatively strong EBIT-adjusted margins in ~~2021~~2022 on the continued strength of favorable vehicle pricing and strong U.S. industry light vehicle ~~sales,~~demand, partially offset by higher costs associated with commodities, raw materials and ~~raw materials.~~logistics. Our outlook is dependent on the pricing environment, continuing improvement of supply chain disruptions and overall economic ~~impact of the COVID-19 pandemic and the global shortage of semiconductors, both of which continue to evolve.~~conditions. As a result of ~~the shortage of~~supply chain disruptions, including with respect to semiconductors, we ~~have~~ experienced interruptions to our planned production schedules and ~~temporarily suspended certain manufacturing sites~~continue to prioritize production of our most popular and in-demand products, including our full-size trucks, full-size SUVs and ~~full-size SUVs.~~EVs. Additionally, we have been manufacturing vehicles without the impacted components ~~representing an inventory carrying value~~and had more than 90,000 of ~~approximately $1.4 billion at June 30, 2021. We expect to hold~~ these vehicles in our inventory ~~until they are~~as of June 30, 2022. We expect that substantially all of these vehicles will be completed and sold to ~~our dealers.~~dealers before the end of 2022.

GMI Industry sales in China were ~~13.3~~10.8 million units in the six months ended June 30, ~~2021,~~2022, representing ~~an increase~~a decrease of ~~29.1%~~19.5% compared to the corresponding period in ~~2020, which was adversely impacted by the COVID-19 pandemic.~~2021. Our total vehicle sales in China were ~~1.5~~1.1 million units for market share of ~~11.5%~~10.2% in the six months ended June 30, ~~2021,~~2022, representing ~~an increase~~a decrease of ~~0.1~~1.3 percentage points compared to the corresponding period in ~~2020.~~2021. The ongoing global semiconductor supply shortage, macro-economic impact ofand local restrictions due to COVID-19 and geopolitical tensions ~~may~~continue to place pressure on China's automotive ~~industry.~~industry and our vehicle sales in China. Our Automotive China JVs generated equity income of ~~$0.6~~$0.1 billion in the six months ended June 30, ~~2021.~~2022. 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 upon our strong brands, network, and partnerships in China as well as drive improvements in vehicle mix and cost.

Outside of China, industry sales were ~~11.7~~11.3 million units in the six months ended June 30, ~~2021,~~2022, representing ~~an increase~~a decrease of ~~25.5%~~5.1% compared to the corresponding period in ~~2020.~~2021. Our total vehicle sales outside of China were ~~0.4~~0.5 million units for a market share of ~~3.7%~~4.1% in the six months ended June 30, ~~2021,~~2022, representing ~~a decrease~~an increase of ~~1.3~~0.5 percentage points compared to the corresponding period in ~~2020.~~

~~Cruise~~ Cruise is actively testing autonomous vehicles in the United States. Gated by safety and regulation, Cruise continues to make significant progress towards commercialization of a network of on-demand autonomous vehicles in the United States and globally.

2021.

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We historically operated a small import business in Russia and sold GM-badged vehicles into Russia through GM’s alliance partner in Uzbekistan. GM’s direct and indirect profitability in Russia was insignificant. With Russia’s invasion of Ukraine, western sanctions on Russia have and may continue to progressively increase. In addition, reputational, legal and other concerns have impacted and may continue to impact our ability to operate in Russia. As of the end of February, we suspended our exports into Russia and instructed our Russian sales company to cease selling vehicles within Russia. In April, we took additional actions to extend the suspension of our Russian business, including the cessation of commercial operations. Although we have limited supply chain exposure to Russia and Ukraine, we are working closely with our supply base to mitigate any potential risks. Because of the deteriorating business environment in Russia and ongoing sanctions, our ability to operate in Russia in the future is uncertain. In the ~~six months ended June 30, 2021, Cruise Holdings issued Cruise Class G Preferred Shares~~event we were to lose control of our Russian sales company or are otherwise unable to operate again in ~~exchange~~Russia, we would expect to record a non-cash charge of approximately $0.7 billion to write off our investment and release accumulated translation losses. These charges would be considered special for ~~$2.7 billion from Microsoft, Walmart~~EBIT-adjusted and other investors, including $1.0 billion from General Motors Holdings LLC. All proceeds related to the Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings.EPS-diluted-adjusted purposes. In addition, we are monitoring the situation and its macroeconomic impacts on our financial position and results of operations.

Cruise ~~Holdings~~Gated by safety and ~~Microsoft entered into a long-term strategic relationship~~regulation, Cruise continues to ~~accelerate the~~make significant progress towards commercialization of ~~self-driving~~a network of on-demand AVs in the United States and globally. In 2021, Cruise received a driverless test permit from the California Public Utilities Commission (CPUC) to provide unpaid rides to the public in driverless vehicles ~~with Microsoft being~~and received approval of its Autonomous Vehicle Deployment Permit from the ~~preferred~~California Department of Motor Vehicles to commercially deploy driverless AVs. In June 2022, Cruise received the first ever Driverless Deployment Permit granted by the CPUC, which allows them to charge a fare for the driverless rides they are providing to members of the public ~~cloud provider.~~in certain parts of San Francisco. Refer to ~~Note 16 to our condensed consolidated financial statements~~the "Liquidity and Capital Resources" section of this MD&A for ~~further details.~~information about GM's additional investment in Cruise.

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 months ended June 30, ~~2021, 28.1%~~2022, 30.2% 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						Six Months Ended
		June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020				June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
GMNA	GMNA	642	84.4	%	331	78.6	%	1,306	82.6	%	1,106	79.8	%	GMNA	662	81.0	%	642	84.4	%	1,356	82.3	%	1,306	82.6	%
GMI	GMI	118	15.6	%	90	21.4	%	275	17.4	%	281	20.2	%	GMI	155	19.0	%	118	15.6	%	292	17.7	%	275	17.4	%
Total	Total	760	100.0	%	421	100.0	%	1,581	100.0	%	1,387	100.0	%	Total	817	100.0	%	760	100.0	%	1,648	100.0	%	1,581	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 (i.e., sales to large and small businesses, governments, and daily rental car companies); and (3) vehicles used by dealers in their ~~businesses, including~~business. Total vehicle sales data for periods presented prior to 2022 reflect courtesy transportation ~~vehicles.~~vehicles used by U.S. dealers in their business; beginning in 2022, we stopped including such dealership courtesy transportation vehicles in total vehicle sales until such time as those vehicles were sold to the end customer. 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								Six Months Ended
		June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020					June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
		Industry	GM	Market Share		Industry	GM	Market Share		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	4,523	688	15.2	%	3,019	492	16.3	%	8,541	1,330	15.6	%	6,598	1,111	16.8	%	United States	3,594	582	16.2	%	4,508	688	15.3	%	6,987	1,095	15.7	%	8,519	1,330	15.6	%
Other	Other	839	106	12.6	%	503	73	14.4	%	1,573	210	13.3	%	1,210	173	14.3	%	Other	807	105	13.0	%	848	106	12.4	%	1,500	193	12.8	%	1,584	210	13.2	%
Total North America	Total North America	5,362	794	14.8	%	3,522	565	16.0	%	10,114	1,540	15.2	%	7,808	1,284	16.4	%	Total North America	4,401	687	15.6	%	5,356	794	14.8	%	8,488	1,288	15.2	%	10,103	1,540	15.2	%
Asia/Pacific, Middle East and Africa	Asia/Pacific, Middle East and Africa																	Asia/Pacific, Middle East and Africa
China(a)	China(a)	6,646	751	11.3	%	6,391	714	11.2	%	13,342	1,531	11.5	%	10,337	1,175	11.4	%	China(a)	5,016	484	9.7	%	6,669	751	11.3	%	10,761	1,097	10.2	%	13,365	1,531	11.5	%
Other	Other	4,729	124	2.6	%	3,189	131	4.1	%	9,959	225	2.3	%	8,098	275	3.4	%	Other	4,508	143	3.2	%	4,759	125	2.6	%	9,583	266	2.8	%	10,114	225	2.2	%
Total Asia/Pacific, Middle East and Africa	Total Asia/Pacific, Middle East and Africa	11,375	875	7.7	%	9,580	845	8.8	%	23,301	1,756	7.5	%	18,435	1,450	7.9	%	Total Asia/Pacific, Middle East and Africa	9,524	627	6.6	%	11,428	876	7.7	%	20,344	1,363	6.7	%	23,479	1,756	7.5	%
South America	South America																	South America
Brazil	Brazil	546	50	9.1	%	250	40	15.8	%	1,074	125	11.6	%	808	134	16.6	%	Brazil	512	66	12.8	%	546	50	9.1	%	917	116	12.6	%	1,074	125	11.6	%
Other	Other	349	38	10.8	%	140	17	12.2	%	706	80	11.4	%	451	55	12.1	%	Other	395	42	10.5	%	350	38	10.8	%	783	82	10.4	%	707	81	11.4	%
Total South America	Total South America	895	88	9.8	%	390	57	14.5	%	1,780	205	11.5	%	1,259	189	15.0	%	Total South America	907	107	11.8	%	896	88	9.8	%	1,700	197	11.6	%	1,781	205	11.5	%
Total in GM markets	Total in GM markets	17,632	1,757	10.0	%	13,492	1,467	10.9	%	35,195	3,501	9.9	%	27,502	2,923	10.6	%	Total in GM markets	14,832	1,421	9.6	%	17,681	1,757	9.9	%	30,532	2,848	9.3	%	35,363	3,502	9.9	%
Total Europe	Total Europe	4,358	—	—	%	2,595	—	—	%	8,297	1	—	%	6,307	—	—	%	Total Europe	3,772	—	—	%	4,283	—	—	%	7,220	1	—	%	8,222	1	—	%
Total Worldwide~~(b)~~(c)	Total Worldwide~~(b)~~(c)	21,990	1,757	8.0	%	16,087	1,467	9.1	%	43,492	3,502	8.1	%	33,809	2,923	8.6	%	Total Worldwide~~(b)~~(c)	18,604	1,422	7.6	%	21,963	1,758	8.0	%	37,752	2,849	7.5	%	43,585	3,502	8.0	%
United States	United States																	United States
Cars	Cars	1,028	29	2.8	%	661	37	5.6	%	1,888	90	4.8	%	1,552	109	7.0	%	Cars	739	56	7.6	%	1,023	29	2.9	%	1,407	103	7.3	%	1,877	90	4.8	%
Trucks	Trucks	1,139	356	31.2	%	846	253	30.0	%	2,198	663	30.1	%	1,792	545	30.4	%	Trucks	978	313	32.0	%	1,098	356	32.4	%	1,883	600	31.9	%	2,133	663	31.1	%
Crossovers	Crossovers	2,356	303	12.9	%	1,512	202	13.4	%	4,455	577	13.0	%	3,254	457	14.0	%	Crossovers	1,876	213	11.4	%	2,387	303	12.7	%	3,697	392	10.6	%	4,509	578	12.8	%
Total United States	Total United States	4,523	688	15.2	%	3,019	492	16.3	%	8,541	1,330	15.6	%	6,598	1,111	16.8	%	Total United States	3,594	582	16.2	%	4,508	688	15.3	%	6,987	1,095	15.7	%	8,519	1,330	15.6	%
China(a)	China(a)																	China(a)
SGMS	SGMS		353				350				700				557			SGMS		205				353				468				700
SGMW	SGMW		398				364				831				618			SGMW		279				398				629				831
Total China	Total China	6,646	751	11.3	%	6,391	714	11.2	%	13,342	1,531	11.5	%	10,337	1,175	11.4	%	Total China	5,016	484	9.7	%	6,669	751	11.3	%	10,761	1,097	10.2	%	13,365	1,531	11.5	%

__________

(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.

(c)

~~In the six months ended June 30, 2021, we estimate we were the market share leader~~As of March 2022, GM is no longer importing vehicles or parts to Russia, Belarus and other sanctioned provinces in ~~North America.~~Ukraine.

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				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
GMNA	GMNA	118		70		251		269		GMNA	148		118		290		251
GMI	GMI	74		47		134		126		GMI	86		73		153		133
Total fleet sales	Total fleet sales	192		117		385		395		Total fleet sales	234		191		443		384

Fleet sales as a percentage of total vehicle sales	Fleet sales as a percentage of total vehicle sales	10.9	%	8.0	%	11.0	%	13.5	%	Fleet sales as a percentage of total vehicle sales	16.5	%	10.9	%	15.6	%	11.0	%

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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. ~~Due to~~Used vehicle prices were sustained at high ~~used vehicle prices,~~levels for the three and six months ended June 30, ~~2021 compared~~2022, primarily due to the same periods in 2020, prices on leased vehicles at termination generally exceeded their contractual residual values, which resulted in increased lessee or grounding dealer purchases of the leased vehicles upon lease termination.low new vehicle inventory. The high levels of used vehicle prices were driven by continued low new vehicle inventory, compounded by the global semiconductor supply shortage impacting automotive production, and strong demand for new and used vehicles driven by economic recovery and government stimulus. For the full year 2021, GM Financial expects used vehicle prices to be higher than 2020 levels, primarily due to sustained low new vehicle inventory and an economic recovery driving continued strong demand for new and used vehicles. The increase in used vehicle pricesalso resulted in gains on terminations of leased vehicles of ~~$0.8~~$0.4 billion and ~~$1.2~~$0.7 billion included in GM Financial interest, operating and other expenses for the three and six months ended June 30, ~~2021,~~2022, compared to gains of ~~$0.1~~$0.8 billion and ~~$0.2~~$1.2 billion in the corresponding periods in ~~2020.~~2021. The decrease in gains is primarily due to higher residual value estimates resulting in decreased depreciation expense as well as fewer vehicles returned for the three and six months ended June 30, 2022 compared to the corresponding periods in 2021. For the remainder of 2022, GM Financial expects used vehicle prices to remain elevated primarily due to sustained low new vehicle inventory, but to decrease relative to 2021 peak levels. The following table summarizes the estimated residual value based on GM Financial's most recent estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):


		June 30, 2021					December 31, 2020						June 30, 2022					December 31, 2021
		Residual Value		Units	Percentage		Residual Value		Units	Percentage			Residual Value		Units	Percentage		Residual Value		Units	Percentage
Crossovers	Crossovers	$	16,835	960	66.6	%	$	16,334	964	65.5	%	Crossovers	$	15,460	808	67.3	%	$	16,696	897	67.3	%
Trucks	Trucks	7,918		275	19.1	%	7,455		275	18.7	%	Trucks	7,519		248	20.6	%	7,886		264	19.8	%
SUVs	SUVs	3,386		88	6.1	%	3,435		92	6.3	%	SUVs	2,790		71	5.9	%	3,104		80	5.9	%
Cars	Cars	1,737		119	8.2	%	1,949		140	9.5	%	Cars	1,148		74	6.1	%	1,430		93	7.0	%
Total	Total	$	29,876	1,442	100.0	%	$	29,173	1,471	100.0	%	Total	$	26,918	1,200	100.0	%	$	29,116	1,334	100.0	%

GM Financial's penetration of our retail sales in the U.S. was ~~43%~~45% in the six months ended June 30, ~~2021~~2022 and ~~49%~~43% in the corresponding period in ~~2020.~~2021. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in North America ~~decreased~~increased to 79% in the six months ended June 30, 2022 from 71% in the six months ended June 30, ~~2021 from 74% in the six months ended June 30, 2020.~~2021. In the six months ended June 30, ~~2021,~~2022, GM Financial's revenue consisted of leased vehicle income of ~~68%~~64%, retail finance charge income of ~~28%~~30% and commercial finance charge income of 2%.

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

Total Net Sales and Revenue


	Three Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	June 30, 2022		June 30, 2021						Volume		Mix		Price		Other
									(Dollars in billions)
GMNA	$	28,760	$	27,932	$	828	3.0	%	$	0.8	$	(1.6)	$	1.5	$	0.1
GMI	3,807		2,792		1,015		36.4	%	$	0.7	$	0.1	$	0.3	$	(0.1)
Corporate	47		21		26		n.m.								$	—
Automotive	32,614		30,745		1,869		6.1	%	$	1.4	$	(1.5)	$	1.8	$	0.1
Cruise	25		25		—		—	%							$	—
GM Financial	3,146		3,426		(280)		(8.2)	%							$	(0.3)
Eliminations/reclassifications	(26)		(29)		3		10.3	%							$	—
Total net sales and revenue	$	35,759	$	34,167	$	1,592	4.7	%	$	1.4	$	(1.5)	$	1.8	$	(0.2)

__________

n.m. = not meaningful

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

~~Total Net Sales and Revenue~~



	Six Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	June 30, 2022		June 30, 2021						Volume		Mix		Price		Other
									(Dollars in billions)
GMNA	$	58,216	$	53,889	$	4,327	8.0	%	$	1.8	$	(1.2)	$	3.3	$	0.4
GMI	7,120		5,878		1,242		21.1	%	$	0.3	$	0.4	$	0.6	$	(0.1)
Corporate	100		40		60		n.m.								$	0.1
Automotive	65,437		59,807		5,630		9.4	%	$	2.1	$	(0.8)	$	3.9	$	0.4
Cruise	51		55		(4)		(7.3)	%							$	—
GM Financial	6,302		6,833		(531)		(7.8)	%							$	(0.5)
Eliminations/reclassifications	(52)		(54)		2		3.7	%							$	—
Total net sales and revenue	$	71,738	$	66,641	$	5,097	7.6	%	$	2.1	$	(0.8)	$	3.9	$	(0.2)

Three Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2021 June 30, 2020 Volume Mix Price Other
(Dollars in billions)
GMNA $ 27,932 $ 11,604 $ 16,328 n.m. $ 8.6 $ 4.6 $ 2.0 $ 1.1
GMI 2,792 1,677 1,115 66.5 % $ 0.4 $ 0.3 $ 0.2 $ 0.2
Corporate 21 80 (59) (73.8) % $ (0.1)
Automotive 30,745 13,361 17,384 n.m. $ 9.0 $ 4.9 $ 2.1 $ 1.3
Cruise 25 28 (3) (10.7) % $ —
GM Financial 3,426 3,423 3 0.1 % $ —
Eliminations/reclassifications (29) (34) 5 14.7 % $ — $ —
Total net sales and revenue $ 34,167 $ 16,778 $ 17,389 n.m. $ 9.0 $ 4.9 $ 2.1 $ 1.3

~~________~~__________

n.m. = not meaningful

Six Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2021 June 30, 2020 Volume Mix Price Other
(Dollars in billions)
GMNA $ 53,889 $ 37,435 $ 16,454 44.0 % $ 5.3 $ 6.2 $ 3.7 $ 1.3
GMI 5,878 4,957 921 18.6 % $ (0.1) $ 0.5 $ 0.5 $ —
Corporate 40 118 (78) (66.1) % $ (0.1)
Automotive 59,807 42,510 17,297 40.7 % $ 5.2 $ 6.7 $ 4.2 $ 1.2
Cruise 55 53 2 3.8 % $ —
GM Financial 6,833 6,984 (151) (2.2) % $ (0.2)
Eliminations/reclassifications (54) (60) 6 10.0 % $ —
Total net sales and revenue $ 66,641 $ 49,487 $ 17,154 34.7 % $ 5.2 $ 6.7 $ 4.2 $ 1.0

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

Automotive and Other Cost of Sales


	Three Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	June 30, 2022		June 30, 2021						Volume		Mix		Cost		Other
									(Dollars in billions)
GMNA	$	25,158	$	24,061	$	(1,097)	(4.6)	%	$	(0.5)	$	—	$	(0.6)	$	0.1
GMI	3,457		2,850		(607)		(21.3)	%	$	(0.5)	$	0.1	$	(0.2)	$	0.1
Corporate	150		42		(108)		n.m.						$	(0.1)	$	—
Cruise	496		313		(183)		(58.5)	%					$	(0.2)
Eliminations	(1)		—		1		n.m.						$	—
Total automotive and other cost of sales	$	29,261	$	27,266	$	(1,995)	(7.3)	%	$	(1.1)	$	—	$	(1.1)	$	0.1

__________

n.m. = not meaningful


	Six Months Ended				Favorable/ (Unfavorable)		%		Variance Due To
	June 30, 2022		June 30, 2021						Volume		Mix		Cost		Other
									(Dollars in billions)
GMNA	$	50,254	$	46,023	$	(4,231)	(9.2)	%	$	(1.2)	$	(0.5)	$	(2.6)	$	0.1
GMI	6,471		5,747		(724)		(12.6)	%	$	(0.3)	$	(0.1)	$	(0.3)	$	—
Corporate	262		71		(191)		n.m.						$	(0.1)	$	—
Cruise	1,628		540		(1,088)		n.m.						$	(1.1)
Eliminations	(1)		—		1		n.m.						$	—
Total automotive and other cost of sales	$	58,614	$	52,381	$	(6,233)	(11.9)	%	$	(1.5)	$	(0.6)	$	(4.2)	$	0.1

__________

n.m. = not meaningful

In the three months ended June 30, 2022, increased Cost was primarily due to: (1) increased material and freight costs of $1.6 billion; (2) increased engineering costs of $0.4 billion primarily related to accelerating our EV portfolio; and (3) increased costs of $0.3 billion primarily related to parts and accessories sales; partially offset by (4) decreased campaigns and other warranty-related costs of $1.1 billion, including the Chevrolet Bolt recall in 2021.

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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, 2021 June 30, 2020 Volume Mix Cost Other

(Dollars in billions)
GMNA $ 24,061 $ 11,165 $ (12,896) n.m. $ (6.5) $ (2.0) $ (4.3) $ (0.1)
GMI 2,850 2,015 (835) (41.4) % $ (0.4) $ (0.1) $ (0.3) $ (0.1)
Corporate 42 76 34 44.7 % $ — $ —
Cruise 313 188 (125) (66.5) % $ (0.1)
Eliminations — — — — % $ — $ —
Total automotive and other cost of sales $ 27,266 $ 13,444 $ (13,822) n.m. $ (6.8) $ (2.1) $ (4.6) $ (0.2)

~~________~~

~~n.m. = not meaningful~~

Six Months Ended Favorable/ (Unfavorable) % Variance Due To
June 30, 2021 June 30, 2020 Volume Mix Cost Other
(Dollars in billions)
GMNA $ 46,023 $ 33,718 $ (12,305) (36.5) % $ (4.0) $ (2.6) $ (5.5) $ (0.2)
GMI 5,747 5,898 151 2.6 % $ — $ (0.1) $ 0.1 $ 0.2
Corporate 71 183 112 61.2 % $ 0.1 $ 0.1
Cruise 540 371 (169) (45.6) % $ (0.2)
Eliminations — — — — %
Total automotive and other cost of sales $ 52,381 $ 40,170 $ (12,211) (30.4) % $ (3.9) $ (2.7) $ (5.6) $ —

In the three months ended June 30, 2021, increased Cost was primarily due to: (1) an increase in campaigns and other warranty-related costs of $1.3 billion; (2) increased material and freight costs of $1.1 billion; (3) increased engineering costs of $0.9 billion primarily related to accelerating our electric vehicle portfolio and the suspension of production and austerity measures in 2020 due to the COVID-19 pandemic; (4) increased costs of $0.6 billion primarily related to parts and accessories sales; and (5) increased manufacturing costs of $0.6 billion primarily related to the suspension of production and austerity measures in 2020 due to the COVID-19 pandemic. In the three months ended June 30, 2021, unfavorable Other was primarily due to the foreign currency effect resulting from the strengthening of various currencies against the U.S. Dollar.

In the six months ended June 30, ~~2021,~~2022, increased Cost was primarily due to: (1) increased material and freight costs of ~~$2.1~~$2.7 billion; (2) ~~an increase in campaigns and other warranty-related~~increased costs of ~~$1.3 billion; (3) increased engineering costs of $1.2~~$0.8 billion ~~primarily~~ related to ~~accelerating our electric vehicle portfolio and the suspension~~modification of ~~production and austerity measures in 2020 due to the COVID-19 pandemic; (4)~~Cruise stock incentive awards; (3) increased costs of $0.6 billion primarily related to parts and accessories sales; (4) increased engineering costs of $0.6 billion primarily related to accelerating our EV portfolio; and (5) increased manufacturing costs of ~~$0.5 billion primarily related to the suspension of production and austerity measures in 2020 due to the COVID-19 pandemic;~~$0.6 billion; partially offset by (6) ~~charges~~decreased campaigns and other warranty-related costs of ~~$0.5~~$1.1 billion, ~~primarily related to dealer restructuring charges, property and intangible asset impairments and inventory provisions~~including the Chevrolet Bolt recall in ~~Australia, New Zealand, and Thailand in 2020.~~2021.

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

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2021 June 30, 2020 % June 30, 2021 June 30, 2020 %
Automotive and other selling, general and administrative expense $ 2,125 $ 1,310 $ (815) (62.2) % $ 3,928 $ 3,280 $ (648) (19.8) %


	Three Months Ended				Favorable/ (Unfavorable)				Six Months Ended				Favorable/ (Unfavorable)
	June 30, 2022		June 30, 2021				%		June 30, 2022		June 30, 2021				%
Automotive and other selling, general and administrative expense	$	2,293	$	2,125	$	(168)	(7.9)	%	$	4,797	$	3,928	$	(869)	(22.1)	%

In the three months ended June 30, ~~2021,~~2022, Automotive and other selling, general and administrative expense increased primarily ~~due to increased advertising of $0.5 billion and several insignificant items primarily related to the suspension of production and austerity measures in 2020 due to the COVID-19 pandemic.~~

In the six months ended June 30, 2021, Automotive and other selling, general and administrative expense increased primarily due to increased advertising of $0.4 billion and several insignificant items primarily related to the suspension of production and austerity measures in 2020 due to the COVID-19 pandemic.

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

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2021 June 30, 2020 % June 30, 2021 June 30, 2020 %
Interest income and other non-operating income, net $ 784 $ 413 $ 371 89.8 % $ 1,583 $ 724 $ 859 n.m.

~~________~~

~~n.m. = not meaningful~~

~~In the three months ended June 30, 2021, Interest Income and other non-operating income, net increased~~ due to several insignificant items.

In the six months ended June 30, ~~2021,~~ 2022, Automotive and other selling, general and administrative expense increased primarily due to increased advertising and administrative costs of $0.4 billion and increased costs of $0.3 billion related to modification of Cruise stock incentive awards.

Interest Income and Other Non-operating Income, net


	Three Months Ended				Favorable/ (Unfavorable)				Six Months Ended				Favorable/ (Unfavorable)
	June 30, 2022		June 30, 2021				%		June 30, 2022		June 30, 2021				%
Interest income and other non-operating income, net	$	295	$	784	$	(489)	(62.4)	%	$	812	$	1,583	$	(771)	(48.7)	%

In the three months ended June 30, 2022, Interest income and other non-operating income, net ~~increased~~decreased primarily due ~~to: (1)~~to $0.2 billion in losses in the three months ended June 30, 2022 compared to $0.2 billion in gains ofin the three months ended June 30, 2021 related to Stellantis warrants.

In the six months ended June 30, 2022, Interest income and other non-operating income, net decreased primarily due to $0.4 billion in losses in the six months ended June 30, 2022 compared to $0.4 billion in gains in the six months ended June 30, 2021 ~~compared~~related to ~~losses of $0.3 billion in~~Stellantis warrants.

Income Tax Expense (Benefit)


	Three Months Ended				Favorable/ (Unfavorable)				Six Months Ended				Favorable/ (Unfavorable)
	June 30, 2022		June 30, 2021				%		June 30, 2022		June 30, 2021				%
Income tax expense (benefit)	$	490	$	971	$	481	49.5	%	$	462	$	2,148	$	1,686	78.5	%

In the three months ended June 30, 2022, Income tax expense decreased primarily due to lower pre-tax income.

In the six months ended June 30, ~~2020 related to Stellantis warrants; and (2) $0.3 billion increase in non-service pension income.~~

~~Income Tax Expense~~

Three Months Ended Favorable/ (Unfavorable) Six Months Ended Favorable/ (Unfavorable)
June 30, 2021 June 30, 2020 % June 30, 2021 June 30, 2020 %
Income tax expense (benefit) $ 971 $ (112) $ (1,083) n.m. $ 2,148 $ 245 $ (1,903) n.m.

~~________~~

~~n.m. = not meaningful~~

~~In the three and six months ended June 30, 2021,~~2022, Income tax expense ~~increased~~decreased primarily due to ~~an increase in~~Cruise valuation allowance adjustments and lower pre-tax income.

For the three and six months ended June 30, ~~2021,~~2022, our ETR-adjusted was ~~25.2%~~23.0% and ~~22.8%~~20.8%. We expect our adjusted effective tax rate to be approximately ~~24%~~20% for the year ending December 31, ~~2021.~~2022.

Refer to Note 1415 to our condensed consolidated financial statements for additional information related to Income tax ~~expense.~~expense (benefit).

3736

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

GM North America


		Three Months Ended						Favorable / (Unfavorable)					%				Variance Due To																				Three Months Ended										Favorable / (Unfavorable)			%						Variance Due To
		June 30, 2021			June 30, 2020											Volume			Mix				Price				Cost				Other			June 30, 2022						June 30, 2021													Volume			Mix		Price		Cost		Other
																	(Dollars in billions)																																							(Dollars in billions)
Total net sales and revenue	Total net sales and revenue	$	27,932		$	11,604					$	16,328			n.m.				$	8.6			$	4.6			$	2.0							$	1.1		Total net sales and revenue		$	28,760				$	27,932				$	828			3.0	%			$	0.8	$	(1.6)	$	1.5			$	0.1
EBIT (loss)-adjusted	EBIT (loss)-adjusted	$	2,894		$	(101)		$	2,995				n.m.				$	2.2			$	2.6			$	2.0			$	(3.9)		$	0.2		EBIT (loss)-adjusted		$	2,299				$	2,894				$	(595)		(20.6)		%				$	0.3	$	(1.6)	$	1.5	$	(0.7)	$	(0.1)
EBIT (loss)-adjusted margin	EBIT (loss)-adjusted margin	10.4		%	(0.9)		%	11.3		%																									EBIT (loss)-adjusted margin		8.0		%			10.4		%			(2.4)		%
		(Vehicles in thousands)																																			(Vehicles in thousands)
Wholesale vehicle sales	Wholesale vehicle sales	642			331			311					94.0	%																					Wholesale vehicle sales		662					642					20			3.1		%

~~__________~~

~~n.m. = not meaningful~~

Six Months Ended Favorable / (Unfavorable) % Variance Due To
June 30, 2021 June 30, 2020 Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 53,889 $ 37,435 $ 16,454 44.0 % $ 5.3 $ 6.2 $ 3.7 $ 1.3
EBIT-adjusted $ 6,028 $ 2,093 $ 3,935 n.m. $ 1.3 $ 3.6 $ 3.7 $ (5.0) $ 0.4
EBIT-adjusted margin 11.2 % 5.6 % 5.6 %
(Vehicles in thousands)
Wholesale vehicle sales 1,306 1,106 200 18.1 %

~~__________~~

~~n.m. = not meaningful~~


	Six Months Ended						Favorable / (Unfavorable)			%		Variance Due To
	June 30, 2022			June 30, 2021								Volume		Mix		Price		Cost		Other
												(Dollars in billions)
Total net sales and revenue	$	58,216		$	53,889		$	4,327		8.0	%	$	1.8	$	(1.2)	$	3.3			$	0.4
EBIT (loss)-adjusted	$	5,440		$	6,028		$	(588)		(9.8)	%	$	0.6	$	(1.7)	$	3.3	$	(2.8)	$	0.1
EBIT (loss)-adjusted margin	9.3		%	11.2		%	(1.9)		%
	(Vehicles in thousands)
Wholesale vehicle sales	1,356			1,306			50			3.8	%

GMNA Total Net Sales and Revenue In the three months ended June 30, ~~2021,~~2022, Total net sales and revenue increased primarily due to: (1) favorable price as a result of low dealer inventory levels and strong demand for our products; (2) increased net wholesale volumes primarily due to ~~an increase in~~increased sales of ~~full-size pickup trucks,~~passenger cars, vans and crossover vehicles, ~~and full-size SUVs, as a result of~~ ~~suspending production in 2020 due to the COVID-19 pandemic~~, partially offset by a decrease in sales of ~~passenger cars; (2) favorable mix associated with increased sales of~~ full-size pickup trucks and full-size ~~SUVs, decreased sales of passenger cars as a result of prioritizing semiconductor chips for our most popular~~SUVs; and ~~in demand vehicles, and improved mix associated with crossover vehicles;~~ (3) ~~favorable price primarily due to lower incentives as a result of low dealer inventory levels; and (4)~~ favorable Other due to increased sales of parts and ~~accessories~~accessories; partially offset by (4) unfavorable mix associated with increased sales of passenger cars, crossover vehicles and ~~the foreign currency effect resulting from the strengthening~~vans and decreased sales of ~~the Canadian Dollar against the U.S. Dollar.~~full-size SUVs.

In the six months ended June 30, ~~2021,~~2022, Total net sales and revenue increased primarily due toto: (1) favorable mix associated with increased sales of full-size pickup trucks and full-size SUVs, decreased sales of passenger cars as a result of prioritizing semiconductor chips for our most popular and in-demand vehicles, and improved mix of crossover vehicles; (2) increased net wholesale volumes due to an increase in sales of full-size pickup trucks, full-size SUVs and crossover vehicles as a result of ~~suspending production in 2020 due to the COVID-19 pandemic, partially offset by a decrease in sales of passenger cars; (3) favorable~~ price ~~primarily due to lower incentives~~ as a result of low dealer inventory levels and ~~the launch~~strong demand for our products; (2) increased net wholesale volumes primarily due to increased sales of ~~our new~~passenger cars, vans, mid-size pickup trucks and crossover vehicles, partially offset by a decrease in sales of full-size pickup trucks and full-size SUVs; ~~(4)~~and (3) favorable Other due to increased sales of parts and ~~accessories~~accessories; partially offset by (4) unfavorable mix associated with increased sales of crossover vehicles, vans and ~~the foreign currency effect resulting from the strengthening~~passenger cars and decreased sales of ~~the Canadian Dollar against the U.S. Dollar.~~full-size SUVs.

GMNA ~~EBIT-Adjusted~~EBIT (Loss)-Adjusted In the three months ended June 30, ~~2021,~~2022, EBIT-adjusted ~~increased~~decreased primarily due to: (1) ~~favorable mix;~~unfavorable mix associated with increased sales of passenger cars, crossover vehicles and vans and decreased sales of full-size SUVs and full-size pickup trucks; and (2) unfavorable Cost primarily due to increased ~~net wholesale volumes;~~material and freight cost of $1.4 billion and increased engineering cost of $0.2 billion including accelerating our EV portfolio, partially offset by a decrease in campaigns and other warranty-related costs of $1.0 billion, including the Chevrolet Bolt recall in 2021; partially offset by (3) favorable price; and (4) favorable Other due to the foreign currency effect resulting from the strengthening of the Canadian Dollar against the U.S. Dollar; partially offset by (5) unfavorable Cost due to increased campaigns and other warranty-related cost of $1.1 billion, increased material and freight cost of $1.0 billion, increased engineering cost of $0.7 billion including accelerating our electric vehicle portfolio, and increased manufacturing and advertising costs primarily related to the suspension of production and austerity measures in response to the COVID-19 pandemic in 2020.volume.

In the six months ended June 30, ~~2021, EBIT- adjusted~~ ~~increased~~2022, EBIT-adjusted decreased primarily due to: (1) unfavorable Cost primarily due to increased material and freight cost of $2.4 billion, increased manufacturing cost of $0.5 billion, increased selling, general and administrative costs of $0.4 billion and increased engineering cost of $0.3 billion including accelerating our EV portfolio, partially offset by a decrease in campaigns and other warranty-related costs of $1.0 billion, including the Chevrolet Bolt recall in 2021; and (2) unfavorable mix associated with increased sales of passenger cars, decreased sales of full-size pickup trucks and increased sales of crossover vehicles and vans; partially offset by (3) favorable price; ~~(2) favorable mix; (3) increased net wholesale volumes;~~ and (4) favorable ~~Other due to the foreign currency effect resulting from the strengthening of~~volume.

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the Canadian Dollar against the U.S. Dollar; partially offset by (5) unfavorable Cost due to increased material and freight cost of $2.0 billion, increased campaigns and other warranty-related cost of $1.2 billion, increased engineering cost of $0.9 billion including accelerating our electric vehicle portfolio, and increased manufacturing and advertising costs primarily related to the suspension of production and austerity measures in response to the COVID-19 pandemic in 2020.

GM International


		Three Months Ended						Favorable / (Unfavorable)										Variance Due To																				Three Months Ended										Favorable / (Unfavorable)										Variance Due To
		June 30, 2021			June 30, 2020						%						Volume			Mix				Price				Cost				Other			June 30, 2022						June 30, 2021										%						Volume			Mix				Price				Cost				Other
																		(Dollars in billions)																																								(Dollars in billions)
Total net sales and revenue	Total net sales and revenue	$	2,792		$	1,677					$	1,115			66.5	%				$	0.4			$	0.3			$	0.2							$	0.2		Total net sales and revenue		$	3,807				$	2,792				$	1,015			36.4	%				$	0.7			$	0.1			$	0.3						$	(0.1)
EBIT (loss)-adjusted	EBIT (loss)-adjusted	$	15		$	(270)		$	285				n.m.					$	—			$	0.2			$	0.2			$	(0.2)		$	0.1		EBIT (loss)-adjusted		$	209				$	15				$	194				n.m.					$	0.1			$	0.1			$	0.3			$	(0.2)		$	(0.2)
EBIT (loss)-adjusted margin	EBIT (loss)-adjusted margin	0.5		%	(16.1)		%	16.6		%																										EBIT (loss)-adjusted margin		5.5		%			0.5		%			5.0		%
Equity income — Automotive China		$	276		$	169		$	107				63.3	%
Equity income (loss) — Automotive China																																				Equity income (loss) — Automotive China		$	(87)				$	276				$	(363)				n.m.
EBIT (loss)-adjusted — excluding Equity income	EBIT (loss)-adjusted — excluding Equity income	$	(261)		$	(439)		$	178				40.5	%																						EBIT (loss)-adjusted — excluding Equity income		$	296				$	(261)				$	557				n.m.
		(Vehicles in thousands)																																				(Vehicles in thousands)
Wholesale vehicle sales	Wholesale vehicle sales	118			90			28					31.1	%																						Wholesale vehicle sales		155					118					37					31.4	%

__________

n.m. = not meaningful


		Six Months Ended						Favorable / (Unfavorable)										Variance Due To																				Six Months Ended										Favorable / (Unfavorable)										Variance Due To
		June 30, 2021			June 30, 2020						%						Volume			Mix				Price				Cost				Other			June 30, 2022						June 30, 2021										%						Volume			Mix				Price				Cost				Other
																		(Dollars in billions)																																								(Dollars in billions)
Total net sales and revenue	Total net sales and revenue	$	5,878		$	4,957					$	921			18.6	%				$	(0.1)			$	0.5			$	0.5							$	—		Total net sales and revenue		$	7,120				$	5,878				$	1,242			21.1	%				$	0.3			$	0.4			$	0.6						$	(0.1)
EBIT (loss)-adjusted	EBIT (loss)-adjusted	$	323		$	(821)		$	1,144				n.m.					$	—			$	0.4			$	0.4			$	(0.3)		$	0.6		EBIT (loss)-adjusted		$	537				$	323				$	214				66.3	%				$	0.1			$	0.3			$	0.6			$	(0.3)		$	(0.4)
EBIT (loss)-adjusted margin	EBIT (loss)-adjusted margin	5.5		%	(16.6)		%	22.1		%																										EBIT (loss)-adjusted margin		7.5		%			5.5		%			2.0		%
Equity income — Automotive China		$	584		$	2		$	582				n.m.
Equity income (loss) — Automotive China																																				Equity income (loss) — Automotive China		$	147				$	584				$	(437)				(74.8)	%
EBIT (loss)-adjusted — excluding Equity income	EBIT (loss)-adjusted — excluding Equity income	$	(261)		$	(823)		$	562				68.3	%																						EBIT (loss)-adjusted — excluding Equity income		$	390				$	(261)				$	651				n.m.
		(Vehicles in thousands)																																				(Vehicles in thousands)
Wholesale vehicle sales	Wholesale vehicle sales	275			281			(6)					(2.1)	%																						Wholesale vehicle sales		292					275					17					6.2	%

__________

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

GMI Total Net Sales and Revenue In the three months ended June 30, ~~2021,~~2022, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes ~~primarily~~due to lost production volumes resulting from the shortage of semiconductors in 2021, partially offset by ongoing supply chain constraints; (2) favorable pricing across multiple vehicle lines in South ~~America~~America; and (3) favorable mix in Asia/Pacific and the Middle East, partially offset by ~~lower volumes in Asia/Pacific inclusive of the wind-down of our vehicle sales operations in Australia, New Zealand and Thailand; (2) favorable~~unfavorable mix in ~~the Middle East and South America; (3) favorable pricing across multiple vehicle lines in Brazil and Argentina; and~~Brazil; partially offset by (4) ~~favorable~~unfavorable Other primarily due to ~~increased components, parts and accessories sales and~~ the foreign currency effect resulting from the ~~strengthening~~weakening of ~~the Korean Won~~various currencies against the U.S. Dollar.

In the six months ended June 30, ~~2021,~~2022, Total net sales and revenue increased primarily due to: (1) favorable pricing across multiple vehicle lines in South America; (2) favorable mix in South America, Asia/Pacific and the Middle East; ~~(2) favorable pricing~~and (3) increased net wholesale volumes due to lost production volumes resulting from the shortage of semiconductors in ~~Brazil, Argentina and the Middle East;~~2021, partially offset by ~~(3) decreased wholesale volumes~~ongoing supply chain constraints; partially offset by (4) unfavorable Other primarily due to the ~~semiconductor supply shortage~~foreign currency effect resulting from the weakening of various currencies against the U.S. dollar, partially offset by increased components, parts and ~~the wind-down of our vehicle sales operations in Australia, New Zealand and Thailand.~~accessories sales.

GMI EBIT (Loss)-Adjusted In the three months ended June 30, ~~2021,~~2022, EBIT-adjusted increased primarily due to: (1) favorable ~~mix;~~price; (2) favorable ~~price;~~mix in Asia/Pacific and the Middle East; and (3) ~~favorable Other primarily due to~~ increased ~~equity income;~~net wholesale volumes; partially offset by (4) unfavorable Cost primarily due to increased material and ~~warranty recall campaign costs.~~logistic costs; and (5) unfavorable Other primarily due to decreased equity income.

In the six months ended June 30, 2022, EBIT-adjusted increased primarily due to: (1) favorable price; (2) favorable mix; and (3) increased net wholesale volumes; partially offset by (4) unfavorable Cost primarily due to increased material and logistic

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~~In the six months ended June 30, 2021, EBIT-adjusted increased primarily due to: (1) favorable mix in South America, Australia~~costs; and ~~the Middle East; (2) favorable price; and (3) favorable~~(5) unfavorable Other primarily due to ~~increased~~decreased equity ~~income; partially offset by (4) unfavorable Cost primarily due to increased material~~income and ~~warranty recall campaign costs, partially offset by favorable fixed costs.~~foreign currency effect resulting from the weakening of various currencies against the U.S. dollar.

We view the Chinese market as important to our global growth strategy and are employing a multi-brand strategy. 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.~~brands while we are accelerating the development and rollout of EVs across our brands in China in response to our commitment to an all-electric future. 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				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020				June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Wholesale vehicle sales, including vehicles exported to markets outside of China	Wholesale vehicle sales, including vehicles exported to markets outside of China	620		733		1,295		1,075			Wholesale vehicle sales, including vehicles exported to markets outside of China	473		620		1,075		1,295
Total net sales and revenue	Total net sales and revenue	$	8,954	$	9,239	$	18,830	$	13,560		Total net sales and revenue	$	6,083	$	8,954	$	15,074	$	18,830
Net income		$	527	$	562	$	1,113	$	214
Net income (loss)											Net income (loss)	$	(207)	$	527	$	298	$	1,113

Cruise


		Three Months Ended				Favorable / (Unfavorable)				%					Six Months Ended								Favorable / (Unfavorable)					%			Three Months Ended								Favorable / (Unfavorable)		%						Six Months Ended				Favorable / (Unfavorable)		%
		June 30, 2021		June 30, 2020										June 30, 2021			June 30, 2020										June 30, 2022					June 30, 2021												June 30, 2022			June 30, 2021
Total net sales and revenue(a)	Total net sales and revenue(a)	$	25	$	28			$	(3)			(10.7)	%				$	55			$	53			$	2					3.8		%	Total net sales and revenue(a)	$	25		$		25	$	—			—	%			$	51	$	55	$	(4)		(7.3)	%
EBIT (loss)-adjusted(b)	EBIT (loss)-adjusted(b)	$	(332)	$	(195)	$	(137)			(70.3)	%				$	(561)			$	(423)			$	(138)				(32.6)	%	EBIT (loss)-adjusted(b)	$	(543)				$	(332)		$	(211)	(63.6)		%				$	(868)	$	(561)	$	(307)	(54.7)		%

__________

(a)Primarily reclassified to Interest income and other non-operating income, net in our condensed consolidated income statements in the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

(b)Excludes $1.1 billion in compensation expense in the six months ended June 30, 2022 resulting from modification of the Cruise stock incentive awards.

Cruise EBIT (Loss)-Adjusted In the three and six months ended June 30, 2022, EBIT (loss)-adjusted increased primarily due to an increase in development costs as we progress towards the commercialization of a network of on-demand AVs in the United States and globally.

GM Financial


		Three Months Ended						Increase/ (Decrease)					%					Six Months Ended										Increase/ (Decrease)						%			Three Months Ended									Increase/ (Decrease)			%						Six Months Ended						Increase/ (Decrease)			%
		June 30, 2021			June 30, 2020												June 30, 2021				June 30, 2020												June 30, 2022					June 30, 2021														June 30, 2022			June 30, 2021
Total revenue	Total revenue	$	3,426		$	3,423					$	3			0.1	%					$	6,833				$	6,984				$	(151)					(2.2)		%	Total revenue	$	3,146			$		3,426		$	(280)			(8.2)	%				$	6,302		$	6,833		$	(531)		(7.8)	%
Provision for loan losses	Provision for loan losses	$	59		$	327		$	(268)				(82.0)	%				$	33				$	793				$	(760)					(95.8)	%	Provision for loan losses	$	198				$	59			$	139		n.m.						$	320		$	33		$	287		n.m.
EBT-adjusted		$	1,581		$	226		$	1,355				n.m.					$	2,763				$	456				$	2,307					n.m.
EBT (loss)-adjusted																																				EBT (loss)-adjusted	$	1,106				$	1,581			$	(475)		(30.0)		%				$	2,390		$	2,763		$	(373)		(13.5)		%

Average debt outstanding (dollars in billions)	Average debt outstanding (dollars in billions)	$	94.7		$	95.9		$	(1.2)				(1.3)	%				$	94.3				$	92.4				$	1.9					2.1	%	Average debt outstanding (dollars in billions)	$	92.9				$	94.7			$	(1.8)		(1.9)		%				$	92.9		$	94.3		$	(1.4)		(1.5)		%
Effective rate of interest paid	Effective rate of interest paid	2.7		%	3.3		%	(0.6)		%								2.7		%			3.5		%			(0.8)		%						Effective rate of interest paid	2.8		%			2.7		%		0.1		%							2.6		%	2.7		%	(0.1)		%

__________

n.m. = not meaningful

GM Financial Revenue In the three months ended June 30, ~~2021, total revenue increased by an insignificant amount.~~

~~In the six months ended June 30, 2021,~~2022, total revenue decreased primarily due to decreased leased vehicle income of ~~$0.2~~$0.3 billion primarily due to a ~~decline~~decrease in the average balance of the leased vehicles portfolio.

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In the six months ended June 30, 2022, total revenue decreased primarily due to decreased leased vehicle income of $0.6 billion primarily due to a decrease in the average balance of the leased vehicles portfolio.

GM Financial EBT-Adjusted In the three months ended June 30, ~~2021,~~2022, EBT-adjusted ~~increased~~decreased primarily due to: (1) ~~increased~~decreased leased vehicle income net of leased vehicle expenses of ~~$0.9 billion primarily due to increased lease termination gains, due to the increase in used vehicle prices for the three months ended June 30, 2021 compared to the same period in 2020,~~

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~~as well as a decrease in depreciation on leased vehicles resulting from increased residual value estimates; (2) decreased provision for loan losses of~~ $0.3 billion primarily due to a reduction in the reserve levels established during the three months ended June 30, 2020, following 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; and (3) decreased ~~interest expense of $0.2 billion due to decreased credit spreads on GM Financial debt.~~

~~In the six months ended June 30, 2021, EBT-adjusted increased~~leased vehicle income primarily due to ~~(1) increased~~a decrease in the average balance of the leased ~~vehicle income net of leased vehicle expenses of $1.2 billion primarily due to increased~~vehicles portfolio, decreased lease termination gains ~~due~~associated with higher leased portfolio net book values and fewer vehicles returned to ~~the increase in used vehicle prices~~us for ~~the six months ended June 30, 2021 compared to the same period in 2020, as well as a decrease in~~remarketing; partially offset by decreased depreciation on leased vehicles resulting from increased residual value estimates and a decrease in the size of the portfolio; and (2) ~~decreased~~increased provision for loan losses of ~~$0.8~~$0.1 billion primarily due to a reduction in ~~the~~ reserve levels ~~established during~~recorded in the ~~six~~three months ended June 30, ~~2020, following the onset of the COVID-19 pandemic,~~2021 as a result of actual credit performance that was better than forecast, ~~and~~as well as favorable expectations for future charge-offs and ~~recoveries, reflecting improved~~recoveries; in addition, the provision expense recorded in the three months ended June 30, 2022 incorporates economic forecast scenarios weighted more heavily to a weaker outlook.

In the six months ended June 30, 2022, EBT-adjusted decreased primarily due to: (1) increased provision for loan losses of $0.3 billion primarily due to a reduction in reserve levels recorded in the six months ended June 30, 2021 as a result of actual credit performance that was better than forecast, as well as favorable expectations for future charge-offs and recoveries; in addition, the provision expense recorded in the six months ended June 30, 2022 incorporates economic ~~conditions;~~forecast scenarios weighted more heavily to a weaker outlook; (2) decreased leased vehicle income net of leased vehicle expenses of $0.2 billion primarily due to decreased leased vehicle income primarily due to a decrease in the average balance of the lease vehicle portfolio, decreased depreciation on leased vehicles resulting from increased residual value estimates and a decrease in the size of the portfolio; partially offset by decreased lease termination gains associated with higher leased portfolio net book values and fewer vehicles returned for remarketing; and (3) decreased interest expense of ~~$0.3~~$0.1 billion primarily due to decreased ~~credit spreads~~effective rate of interest on GM Financial ~~debt.~~debt, as well as a decrease in the average debt outstanding.

Liquidity and Capital Resources We believe our current levels of cash, cash equivalents, marketable debt securities, 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 we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary.

Our known current material uses of cash include, among other possible demands: (1) capital ~~expenditures~~spending and our investments in Ultium Cells LLC, our battery joint venture, of approximately $9.0 billion to $10.0 billion ~~in 2021~~annually over the medium term in addition to payments for engineering and product development activities; (2) payments associated with the previously announced vehicle recalls and any other recall-related contingencies; ~~and~~ (3) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension ~~plans.~~plans; and (4) payments associated with the previously announced liquidity program for holders of equity-based incentive awards issued to employees of Cruise pursuant to Cruise's 2018 Employee Incentive Plan, which we expect to be $1.0 billion to $1.5 billion in 2022, with ongoing expenditures thereafter. Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program: (1) grow our business at an average target ROIC-adjusted rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18 billion; and (3) after the first two objectives are 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 and Part I, Item 1A. Risk Factors of our ~~2020~~2021 Form 10-K, some of which are outside of our control.

We continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while maintaining a strong investment-grade balance sheet. These actions may include opportunistic payments to reduce our long-term obligations as well as the possibility of acquisitions, dispositions and investments with joint venture partners as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business.

In July 2022, the U.S. Department of Energy (DOE) announced its conditional commitment through the Advanced Technology Vehicles Manufacturing program to loan $2.5 billion to Ultium Cells LLC, our battery joint venture with LG Energy Solutions. We expect the loan will close in the second half of the year, subject to negotiation of final documentation and satisfaction of certain conditions. Under the anticipated terms of the loan, the DOE will not have recourse on the principal and interest of the loan against General Motors Company or any of its consolidated subsidiaries.

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

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities and funds available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations. We have not significantly changed the management of our liquidity, including our allocation of available liquidity, our portfolio composition and our investment guidelines since December 31, ~~2020.~~2021. Refer to Part II, Item 7. MD&A of our ~~2020~~2021 Form 10-K.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our Automotive borrowing capacity under credit facilities totaled ~~$17.5~~$15.5 billion at June 30, ~~2021~~2022 and ~~$18.5 billion at~~ December 31, ~~2020.~~2021. Total Automotive borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for

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exclusive use byof GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.4 billion and $0.3 billion at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

In April ~~2021,~~2022, 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 to $4.3 billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use byof 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. 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.

4, 2023. If available capacity permits, GM Financial continues to have access to our automotive credit ~~facilities, except for the three-year, $2.0 billion transformation facility.~~facilities. GM Financial did not have borrowings outstanding against any of these facilities at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. We had intercompany loans from GM Financial of ~~$0.3~~$0.1 billion and ~~$0.4~~$0.2 billion at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, which primarily consisted of commercial loans to dealers we consolidate. We did not have intercompany loans to GM Financial at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Refer to Note 45 to our condensed consolidated financial statements for additional information.

GM Financial's Board of Directors declared and paid dividends of $0.6 billion and $1.2 billion on its common stock in the three and six months ended June 30, 2021 and $0.4 billion and $0.8 billion in the three and six months ended June 30, 2020. Current dividend levels are reflective of record GM Financial earnings supported by strong residual values, favorable credit performance and improved economic conditions. Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio.

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, ~~2021~~2022 and determined we are in compliance and expect to remain in compliance in the future.

In March 2022, under the Share Purchase Agreement, we acquired SoftBank's equity ownership stake in Cruise for $2.1 billion, and separately, we made an additional $1.35 billion investment in Cruise in place of SoftBank. In the three months ended June 30, 2022, we made an additional $0.6 billion investment in Cruise.

GM Financial's Board of Directors declared and paid dividends of $0.8 billion on its common stock in the three and six months ended June 30, 2022 and $0.6 billion and $1.2 billion in the three and six months ended June 30, 2021. In July 2022, approximately $0.4 billion of dividends declared from our nonconsolidated affiliates were paid.

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


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Automotive cash and cash equivalents	Automotive cash and cash equivalents	$	16.8	$	14.2	Automotive cash and cash equivalents	$	9.6	$	14.5
Marketable debt securities	Marketable debt securities	4.1		8.1		Marketable debt securities	8.3		7.1
Automotive cash, cash equivalents and marketable debt securities	Automotive cash, cash equivalents and marketable debt securities	20.9		22.3		Automotive cash, cash equivalents and marketable debt securities	17.9		21.6
Cruise cash and cash equivalents(a)		1.8		0.8
Cruise marketable debt securities(a)		2.1		0.9
Available liquidity		24.8		24.0

Available under credit facilities(a)	Available under credit facilities(a)	17.2		18.2		Available under credit facilities(a)	15.1		15.2
Total available liquidity		$	42.0	$	42.2
Total Automotive available liquidity						Total Automotive available liquidity	$	33.0	$	36.8

__________

(a)~~Amounts are designated exclusively for the use~~We had letters of ~~Cruise.~~credit outstanding under our sub-facility of $0.4 billion and $0.3 billion at June 30, 2022 and December 31, 2021.

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


	Six Months Ended June 30, ~~2021~~2022
Operating cash flow	$	~~2.9~~5.1
Capital expenditures	~~(2.4)~~(3.7)
Purchase of SoftBank's equity stake in Cruise	(2.1)
GM investment in Cruise	~~(1.0)~~(2.0)




Investment in Ultium Cells LLC	(0.4)






~~Decrease in available credit facilities~~	~~(1.0)~~

Other non-operating	~~(0.9)~~(0.7)
Total change in automotive available liquidity	$	~~(2.4)~~(3.8)

Automotive Cash Flow (dollars in billions)


	Six Months Ended				Change
	June 30, 2022		June 30, 2021
Operating Activities
Net income (loss)	$	3.7	$	4.7	$	(1.0)
Depreciation, amortization and impairment charges	3.3		2.8		0.5
Pension and OPEB activities	(1.0)		(1.2)		0.2
Working capital	(1.0)		(3.2)		2.2
Accrued and other liabilities and income taxes	(0.8)		(1.2)		0.4
Other	0.9		1.0		(0.1)
Net automotive cash provided by (used in) operating activities	$	5.1	$	2.9	$	2.2

In the six months ended June 30, 2022, the increase in Net automotive cash provided by operating activities was primarily due to: (1) working capital; partially offset by (2) lower dividends received from GM Financial of $0.5 billion.

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

Six Months Ended Change
June 30, 2021 June 30, 2020
Operating Activities
Net income (loss) $ 4.7 $ (0.5) $ 5.2
Depreciation, amortization and impairment charges 2.8 2.8 —
Pension and OPEB activities (1.2) (0.8) (0.4)
Working capital (3.2) (5.8) 2.6
Accrued and other liabilities and income taxes (1.2) (4.9) 3.7
Other 1.0 1.5 (0.5)
Net automotive cash provided by (used in) operating activities $ 2.9 $ (7.7) $ 10.6

In the six months ended June 30, 2021, the increase in Net automotive cash provided by (used in) operating activities was primarily due to: (1) favorable pre-tax earnings of $6.1 billion; (2) favorable working capital primarily due to favorable accounts payable of $4.5 billion, partially offset by unfavorable inventory of $2.4 billion; (3) lower sales incentive payments of $0.7 billion; (4) higher dividends received from GM Financial of $0.4 billion; and (5) several other insignificant items.


		Six Months Ended				Change			Six Months Ended				Change
		June 30, 2021		June 30, 2020					June 30, 2022		June 30, 2021
Investing Activities	Investing Activities							Investing Activities
Capital expenditures	Capital expenditures	$	(2.4)	$	(2.3)	$	(0.1)	Capital expenditures	$	(3.7)	$	(2.4)	$	(1.3)
Acquisitions and liquidations of marketable securities, net~~(a)~~	Acquisitions and liquidations of marketable securities, net~~(a)~~	4.0		(3.3)		7.3		Acquisitions and liquidations of marketable securities, net~~(a)~~	(1.5)		4.0		(5.5)
GM investment in Cruise		(1.0)		—		(1.0)
Other		(0.3)		—		(0.3)
Other(a)								Other(a)	(4.5)		(1.3)		(3.2)
Net automotive cash provided by (used in) investing activities	Net automotive cash provided by (used in) investing activities	$	0.3	$	(5.6)	$	5.9	Net automotive cash provided by (used in) investing activities	$	(9.7)	$	0.3	$	(10.0)

__________

(a)~~Amount includes $0.6~~Includes $2.0 billion ~~of proceeds from the sale of our remaining shares~~and $1.0 billion for GM investment in ~~Lyft~~Cruise in the six months ended June 30, ~~2020.~~2022 and 2021, $2.1 billion related to the redemption of Cruise preferred shares from SoftBank in the six months ended June 30, 2022, and a $0.4 billion and $0.2 billion investment in Ultium Cells LLC in the six months ended June 30, 2022 and 2021.

In the six months ended June 30, ~~2021,~~2022, cash ~~provided by~~used in acquisitions and liquidations of marketable securities, net increased due to acquisitions of securities and investments compared to liquidations of securities to fund operating activities and investments ~~compared to net acquisitions of securities from revolver proceeds~~ during the six months ended June 30, ~~2020.~~2021.

Six Months Ended Change
June 30, 2021 June 30, 2020
Financing Activities
Borrowings against credit facilities $ — $ 15.9 $ (15.9)
Net proceeds (payments) from short-term debt(a) (0.5) 1.6 (2.1)
Issuance of senior unsecured notes — 4.0 (4.0)
Dividends paid and payments to purchase common stock — (0.6) 0.6
Other 0.1 (0.3) 0.4
Net automotive cash (used in) provided by financing activities $ (0.4) $ 20.6 $ (21.0)

~~__________~~

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


	Six Months Ended				Change
	June 30, 2022		June 30, 2021
Financing Activities
Net proceeds (payments) from short-term debt	$	—	$	(0.5)	$	0.5
Other	(0.4)		0.1		(0.5)
Net automotive cash provided by (used in) financing activities	$	(0.4)	$	(0.4)	$	—

Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. In the six months ended June 30, 2022, net automotive cash provided by operating activities under U.S. GAAP was $5.1 billion, capital expenditures were $3.7 billion, and adjustments for management actions were insignificant.

In the six months ended June 30, 2021, net automotive cash provided by operating activities under U.S. GAAP was $2.9 billion, capital expenditures were $2.4 billion, and adjustments for management actions were insignificant.

In the six months ended June 30, 2020, net automotive cash used in operating activities under U.S. GAAP was $7.7 billion, capital expenditures were $2.3 billion, and adjustments for management actions were insignificant.

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Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited (DBRS), Fitch Ratings (Fitch), Moody's ~~Investor~~Investors Service and Standard & Poor's. All four credit rating agencies currently rate our corporate credit at investment grade. In ~~March 2021, Moody’s Investor Services affirmed our investment-grade credit ratings and~~May 2022, Fitch raised our ratings outlook to positive from stable. In June ~~2021,~~2022, DBRS ~~affirmed~~upgraded our ~~investment-grade credit~~Issuer Rating and Revolving Credit Facility rating to BBB (high) from BBB and ~~raised our ratings~~also changed its outlook to stable from positive. As of July ~~19, 2021~~,18, 2022, all other credit ratings remained unchanged since December 31, ~~2020.~~2021.

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

Additionally, in March 2022, GM and Cruise announced a liquidity program for holders of equity-based incentive awards issued to the employees of Cruise pursuant to Cruise's 2018 Employee Incentive Plan, under which GM will purchase newly issued Cruise Class B Common Shares to fund the withholding tax on vested awards and GM will conduct tender offers for Cruise Class B Common Shares issued to settle vested awards. In the three months ended June 30, ~~2021,~~2022, Cruise ~~Holdings~~ issued $0.4 billion of Cruise Class ~~G Preferred~~B Common Shares, primarily to us, to fund the payment of statutory tax withholding obligations resulting from the settlement or exercise of vested awards. Also, GM conducted a quarterly tender offer and paid $0.2 billion in ~~exchange for $2.7 billion from Microsoft, Walmart and other investors, including $1.0 billion from General Motors Holdings LLC.~~cash to settle tendered Cruise Class B Common Shares under the announced liquidity program. Refer to Note 16 to our condensed consolidated financial statements for additional information.~~When Cruise's autonomous vehicles are ready for commercial deployment, Softbank Vision Fund (AIV M2), L.P. is obligated to purchase additional Cruise convertible preferred shares for $1.35 billion.~~

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


	~~Six Months Ended June 30, 2021~~
~~Operating cash flow~~	$	~~(0.5)~~
~~Issuance of Cruise Preferred Shares~~	~~1.7~~
~~GM investment in Cruise~~	~~1.0~~

~~Total change in Cruise available liquidity(a)~~	$	~~2.2~~


	June 30, 2022		December 31, 2021
Cruise cash and cash equivalents	$	1.8	$	1.6
Cruise marketable securities	1.8		1.5
Total Cruise available liquidity(a)	$	3.7	$	3.1

__________

(a)Excludes a multi-year credit agreement between Cruise and GM Financial whereby Cruise can request to borrow, over time, up to an aggregate of ~~$5.2~~$5.0 billion, through 2024, to fund exclusively the purchase of ~~autonomous vehicles~~AVs from GM.

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


	Six Months Ended June 30, 2022
Operating cash flow(a)	$	(0.8)

GM investment in Cruise	2.0
Employee Incentive Plan	(0.5)
Other non-operating	(0.2)
Total change in Cruise available liquidity	$	0.5

__________

(a)Includes $0.1 billion cash outflows related to tendered Cruise Class B Common Shares classified as liabilities.

Cruise Cash Flow (dollars in billions)

Six Months Ended Change
June 30, 2021 June 30, 2020
Net cash used in operating activities $ (0.5) $ (0.4) $ (0.1)
Net cash used in investing activities $ (1.2) $ (0.7) $ (0.5)
Net cash provided by financing activities $ 2.7 $ — $ 2.7

~~In the six months ended June 30, 2021, cash used in investing activities increased due to higher net acquisitions of marketable securities resulting from the issuance of Cruise Preferred Shares.~~


	Six Months Ended				Change
	June 30, 2022		June 30, 2021		Change
Net cash provided by (used in) operating activities	$	(0.8)	$	(0.5)	$	(0.3)
Net cash provided by (used in) investing activities	$	(0.4)	$	(1.2)	$	0.8
Net cash provided by (used in) financing activities	$	1.4	$	2.7	$	(1.3)

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~~proceeds from credit facilities, securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash are purchases and funding of finance receivables and leased vehicles, repayment or repurchases of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs, operating expenses, income taxes and dividend payments. GM Financial continues to monitor and evaluate opportunities to optimize its liquidity position and the mix of its debt between secured and unsecured debt. The following table summarizes GM Financial's available liquidity (dollars in billions):


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	4.4	$	5.1	Cash and cash equivalents	$	5.3	$	4.0
Borrowing capacity on unpledged eligible assets	Borrowing capacity on unpledged eligible assets	21.1		19.0		Borrowing capacity on unpledged eligible assets	21.9		19.2
Borrowing capacity on committed unsecured lines of credit	Borrowing capacity on committed unsecured lines of credit	0.5		0.5		Borrowing capacity on committed unsecured lines of credit	0.6		0.5
Borrowing capacity on revolving credit facility, exclusive to GM Financial	Borrowing capacity on revolving credit facility, exclusive to GM Financial	2.0		2.0		Borrowing capacity on revolving credit facility, exclusive to GM Financial	2.0		2.0
Total GM Financial available liquidity	Total GM Financial available liquidity	$	28.0	$	26.6	Total GM Financial available liquidity	$	29.7	$	25.7

At June 30, ~~2021,~~2022, GM Financial's available liquidity increased from December 31, ~~2020~~2021 due to increased available borrowing capacity on unpledged eligible assets, resulting from the issuance of securitization transactions and unsecured debt, ~~partially offset by a decrease~~and increase in cash and cash equivalents. 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.

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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, ~~2021~~2022 and December 31, ~~2020.~~2021. Refer to the Automotive Liquidity section of this MD&A for additional details.

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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, ~~2021,~~2022, secured, committed unsecured and uncommitted unsecured credit facilities totaled ~~$26.7~~$26.1 billion, ~~$0.5~~$0.6 billion and $1.3 billion with advances outstanding of $1.3 billion, an insignificant amount and $1.3 billion.

GM Financial Cash Flow (dollars in billions)

Six Months Ended Change
June 30, 2021 June 30, 2020
Net cash provided by operating activities $ 3.6 $ 4.1 $ (0.5)
Net cash used in investing activities $ (3.4) $ (3.2) $ (0.2)
Net cash provided by financing activities $ 0.2 $ 3.0 $ (2.8)


	Six Months Ended				Change
	June 30, 2022		June 30, 2021		Change
Net cash provided by (used in) operating activities	$	2.4	$	3.6	$	(1.3)
Net cash provided by (used in) investing activities	$	(3.0)	$	(3.4)	$	0.5
Net cash provided by (used in) financing activities	$	1.5	$	0.2	$	1.3

In the six months ended June 30, ~~2021,~~2022, Net cash provided by operating activities decreased primarily due to: (1) a decrease in derivative collateral posting activities of ~~$0.6~~$0.7 billion; and (2) a decrease in leased vehicle income of ~~$0.2~~$0.6 billion; partially offset by (3) a decrease in interest paid of ~~$0.3~~$0.2 billion.

In the six months ended June 30, ~~2021,~~2022, Net cash used in investing activities ~~increased~~decreased primarily due to: (1) ~~an increase~~a decrease in purchases of leased vehicles of ~~$6.3 billion; (2) an increase in purchases of finance receivables of $1.5~~$6.2 billion; partially offset by ~~(3) an increase~~(2) a decrease in the proceeds from ~~terminated~~termination of leased vehicles of ~~$5.3~~$3.3 billion; ~~and (4) an increase~~(3) a decrease in collections and recoveries on finance receivables of ~~$2.3~~$1.9 billion; and (4) an increase in purchases and originations of finance receivables of $0.5 billion.

In the six months ended June 30, ~~2021,~~2022, Net cash provided by financing activities ~~decreased~~increased primarily due to: (1) a decrease in ~~borrowings~~debt repayments of ~~$5.1~~$4.3 billion; and (2) ~~an increase~~a decrease in dividend payments of ~~$0.4~~$0.5 billion; partially offset by (3) a decrease in ~~debt repayments~~borrowings of ~~$2.7~~$3.5 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 ~~2020~~2021 Form 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,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions. In making these statements, we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of important factors, many of which are beyond our control. These factors, which may be revised or supplemented in subsequent reports we file with the SEC, include, among others, the following: (1) our ability to deliver new products, services, technologies and customer experiences in response to increased competition and changing consumer preferences in the automotive industry; (2) our ability to timely fund and introduce new and improved vehicle models, including ~~electric vehicles,~~EVs, that are able to attract a sufficient number of consumers; (3) our ability to profitably deliver a broad portfolio of EVs that will help drive consumer adoption; (4) the success of our ~~crossovers,~~current line of full-size SUVs and full-size pickup trucks; ~~(4)~~(5) our highly competitive industry, which ishas been historically characterized by excess manufacturing capacity and the use of incentives, and the introduction of new and improved vehicle models by our competitors; ~~(5)~~(6) the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of AVs; (7) risks associated with climate change, including increased regulation of greenhouse gas emissions, our ~~ability~~transition to ~~deliver a broad portfolio~~EVs and the potential increased impacts of ~~electric vehicles~~severe weather events; (8) global automobile market sales volume, which can be volatile; (9) prices and ~~drive increased consumer~~uncertain availability of raw materials and commodities used by us and our

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~~adoption; (6) the unique technological, operational, regulatory~~suppliers, and ~~competitive risks~~instability in logistics and 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; (9)~~costs; (10) our ~~significant~~ business in China, which is subject to unique operational, competitive, regulatory and economic risks; ~~(10)~~(11) the success of our ongoing strategic business relationships and of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control; ~~(11)~~(12) the international scale and footprint of our operations, which exposes us to a variety of unique political, economic, competitive and regulatory risks, including the risk of changes in government leadership and laws (including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, ~~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 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; (12)~~countries, and public health crises, including the occurrence of a contagious disease or illness, such as the COVID-19 pandemic; (13) any significant disruption, including any work stoppages, at any of our manufacturing facilities; ~~(13)~~(14) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules; ~~(14) prices~~(15) the ongoing COVID-19 pandemic; (16) the success of ~~raw materials used by us and our suppliers; (15) our ability to successfully and cost-effectively restructure our operations in the U.S. and various~~any restructurings or other ~~countries and initiate additional~~ cost reduction ~~actions with minimal disruption; (16)~~actions; (17) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property rights are not sufficient to prevent competitors from developing or selling those products or services; ~~(17)~~(18) 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; ~~(18)~~(19) our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the Personal Identifiable Information of our customers, employees, or suppliers; ~~(19)~~(20) 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; (20)~~AVs; (21) costs and risks associated with litigation and government investigations; ~~(21)~~(22) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; ~~(22)~~(23) any additional tax expense or exposure; ~~(23)~~(24) our continued ability to develop captive financing capability through GM Financial; and ~~(24)~~(25) any significant increase in our pension funding requirements. A further list and description of these risks, uncertainties and other factors can be found in our ~~2020~~2021 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, ~~2020.~~2021. For further discussion on market risk, refer to Part II, Item 7A. of our ~~2020~~2021 Form 10-K.

* * * * * * *

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Item 4. Controls and Procedures

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

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of June 30, ~~2021~~2022 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 as of June 30, ~~2021.~~2022.

Changes in Internal Control over Financial ~~Reporti~~ngReporting There have not been any changes in our internal control over financial reporting during the three months ended June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, due to the COVID-19 pandemic, we are monitoring our control environment with increased vigilance to ensure 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 of our ~~2020~~2021 Form 10-K.

* * * * * * *

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PART II

Item 1. Legal Proceedings

The Michigan Department of Environment, Great Lakes, and Energy (EGLE) issued three Violation Notices in June 2021, October 2021, and January 2022, alleging violations of air emissions requirements at the Company's Saginaw, Michigan facility. In April 2022, EGLE proposed a settlement of the alleged violations that would include, among other items, payment of a civil penalty of approximately $1.0 million, enhanced emissions testing, and other corrective actions to address the alleged violations. In May 2022, the Company reached a settlement with EGLE of approximately $0.5 million.

The discussion under "Litigation-Related Liability and Tax Administrative Matters" in Note 1314 to our condensed consolidated financial statements is incorporated by reference into this Part II, Item 1.

* * * * * * *

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed in our ~~2020~~2021 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, ~~2021:~~2022:

Total Number of Shares Purchased(a)(b) Weighted Average Price Paid per Share Total Number of Shares
Purchased Under Announced Programs(b) Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs
April 1, 2021 through April 30, 2021 182,497 $ 57.80 — $3.3 billion
May 1, 2021 through May 31, 2021 18,254 $ 57.41 — $3.3 billion
June 1, 2021 through June 30, 2021 — $ — — $3.3 billion
Total 200,751 $ 57.76 —


	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, 2022 through April 30, 2022	36,046	$	42.96	—	$3.3 billion
May 1, 2022 through May 31, 2022	—	$	—	—	$3.3 billion
June 1, 2022 through June 30, 2022	—	$	—	—	$3.3 billion
Total	36,046	$	42.96	—

_______

(a)Shares purchased consist of shares delivered by employees or directors to us for the payment of taxes resulting from the issuance of common stock upon the vesting of RSUs ~~and PSUs~~ relating to compensation plans. Refer to our ~~2020~~2021 Form 10-K for additional details on employee stock incentive ~~plans~~.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.

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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,~~17, 2021, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed on August ~~20, 2018~~23, 2021

Incorporated by Reference

10.1†

Fourth Amended and Restated 3-Year Revolving Credit Agreement 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 7, 2021

~~Incorporated by Reference~~

~~10.2†~~

~~Third~~ Amended and Restated 364-Day Revolving Credit Agreement among General Motors Company, General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent ~~and Citibank,~~, C itibank, N.A., as syndication agent, and Bank of America, N.A., as co-syndication agent, incorporated by reference to Exhibit ~~10.2~~10.1 to the Current Report on Form 8-K of General Motors Company filed April ~~7, 2021~~

~~Incorporated by Reference~~

~~10.3†~~

~~Amendment No. 1 to Third Amended and Restated 5-Year Revolving Credit Agreement, dated as of April 18, 2018, among General Motors Company, General Motors Financial Company, Inc.~~5 , GM Global Treasury Centre, General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of General Motors Company filed April 7, 202120 2 2

Incorporated by Reference

10.2

Eighth Amended and Restated Limited Liability Company Agreement of GM Cruise Holdings, LLC, dated March 18, 2022

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, ~~2021,~~2022, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Income Statements, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) Notes to the Condensed Consolidated Financial Statements

Filed Herewith

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2021,~~2022, formatted as Inline XBRL and contained in Exhibit 101

Filed Herewith

_________


†			Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

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SIGNATURE

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

~~August 4, 2021~~July 26, 2022

5150


	Year of Origination(a)														June 30, 2021
	Revolving		2021		2020		2019		2018		2017		Prior		Total		Percent
I	$	4,023	$	206	$	448	$	127	$	45	$	65	$	43	$	4,957	91.1	%
II	292		2		18		18		0		3		5		338		6.2	%
III	103		8		0		3		28		2		5		149		2.7	%
IV	0		0		0		0		0		0		0		0		0	%
Commercial finance receivables, net of fees	$	4,418	$	216	$	466	$	148	$	73	$	70	$	53	$	5,444	100.0	%