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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,DC 20549Form 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For t

2、he transition period from toCommission file number 001-34960GENERAL MOTORS COMPANY(Exact name of registrant as specified in its charter)Delaware27-0756180(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)300 Renaissance Center,Detroit,Michigan 48265-300

3、0(Address of principal executive offices)(Zip Code)(313)667-1500(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$0.01 par valueGMNew York Stock Exchan

4、geIndicate 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 duringthe preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such fil

5、ing requirements forthe 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 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the

6、 registrant was required to submit suchfiles).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 emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer,”“s

7、maller reporting company,”and emerging growth company in Rule 12b-2of 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 e

8、xtended transition period for complying with any new orrevised 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 April 14,2023 there were 1,3

9、90,123,499 shares of common stock outstanding.INDEX PagePART IItem 1.Condensed Consolidated Financial Statements1Condensed Consolidated Income Statements(Unaudited)1Condensed Consolidated Statements of Comprehensive Income(Unaudited)1Condensed Consolidated Balance Sheets(Unaudited)2Condensed Consoli

10、dated Statements of Cash Flows(Unaudited)3Condensed Consolidated Statements of Equity(Unaudited)4Notes to Condensed Consolidated Financial Statements5Note 1.Nature of Operations and Basis of Presentation5Note 2.Revenue6Note 3.Marketable and Other Securities7Note 4.GM Financial Receivables and Transa

11、ctions8Note 5.Inventories11Note 6.Equipment on Operating Leases11Note 7.Equity in Net Assets of Nonconsolidated Affiliates12Note 8.Variable Interest Entities12Note 9.Debt13Note 10.Derivative Financial Instruments14Note 11.Product Warranty and Related Liabilities16Note 12.Pensions and Other Postretir

12、ement Benefits16Note 13.Commitments and Contingencies17Note 14.Income Taxes20Note 15.Restructuring and Other Initiatives20Note 16.Stockholders Equity and Noncontrolling Interests20Note 17.Earnings Per Share22Note 18.Stock Incentive Plans22Note 19.Segment Reporting22Item 2.Managements Discussion and

13、Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures About Market Risk41Item 4.Controls and Procedures42PART IIItem 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44Item 6.Exhibits45Si

14、gnature46Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART IItem 1.Condensed Consolidated Financial StatementsCONDENSED CONSOLIDATED INCOME STATEMENTS(In millions,except per share amounts)(Unaudited)Three Months Ended March 31,2023March 31,2022Net sales and revenueAutomotive$36,646$32,824

15、 GM Financial3,339 3,155 Total net sales and revenue(Note 2)39,985 35,979 Costs and expensesAutomotive and other cost of sales32,247 29,353 GM Financial interest,operating and other expenses2,612 1,926 Automotive and other selling,general and administrative expense2,547 2,504 Total costs and expense

16、s37,407 33,783 Operating income(loss)2,578 2,196 Automotive interest expense234 226 Interest income and other non-operating income,net409 517 Equity income(loss)(Note 7)21 292 Income(loss)before income taxes2,775 2,779 Income tax expense(benefit)(Note 14)428(28)Net income(loss)2,346 2,807 Net loss(i

17、ncome)attributable to noncontrolling interests49 131 Net income(loss)attributable to stockholders$2,395$2,939 Net income(loss)attributable to common stockholders$2,369$1,987 Earnings per share(Note 17)Basic earnings per common share$1.70$1.36 Weighted-average common shares outstanding basic1,396 1,4

18、58 Diluted earnings per common share$1.69$1.35 Weighted-average common shares outstanding diluted1,402 1,470 Dividends declared per common share$0.09$CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In millions)(Unaudited)Three Months Ended March 31,2023March 31,2022Net income(loss)$2,346$2

19、,807 Other comprehensive income(loss),net of tax(Note 16)Foreign currency translation adjustments and other148 340 Defined benefit plans(35)103 Other comprehensive income(loss),net of tax113 442 Comprehensive income(loss)2,460 3,250 Comprehensive loss(income)attributable to noncontrolling interests5

20、8 145 Comprehensive income(loss)attributable to stockholders$2,518$3,394 Reference should be made to the notes to condensed consolidated financial statements.Amounts may not add due to rounding.1Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(In millions

21、,except per share amounts)(Unaudited)March 31,2023December 31,2022ASSETSCurrent AssetsCash and cash equivalents$18,227$19,153 Marketable debt securities(Note 3)9,981 12,150 Accounts and notes receivable,net of allowance of$261 and$26013,702 13,333 GM Financial receivables,net of allowance of$801 and

22、$869(Note 4;Note 8 at VIEs)32,283 33,623 Inventories(Note 5)17,758 15,366 Other current assets(Note 3;Note 8 at VIEs)6,881 6,825 Total current assets98,832 100,451 Non-current AssetsGM Financial receivables,net of allowance of$1,351 and$1,227(Note 4;Note 8 at VIEs)43,582 40,591 Equity in net assets

23、of nonconsolidated affiliates(Note 7)10,542 10,176 Property,net46,895 45,248 Goodwill and intangible assets,net4,968 4,945 Equipment on operating leases,net(Note 6;Note 8 at VIEs)31,848 32,701 Deferred income taxes20,676 20,539 Other assets(Note 3;Note 8 at VIEs)9,661 9,386 Total non-current assets1

24、68,173 163,586 Total Assets$267,004$264,037 LIABILITIES AND EQUITYCurrent LiabilitiesAccounts payable(principally trade)$28,931$27,486 Short-term debt and current portion of long-term debt(Note 9)Automotive425 1,959 GM Financial(Note 8 at VIEs)36,585 36,819 Accrued liabilities24,244 24,910 Total cur

25、rent liabilities90,185 91,173 Non-current LiabilitiesLong-term debt(Note 9)Automotive15,929 15,885 GM Financial(Note 8 at VIEs)61,482 60,036 Postretirement benefits other than pensions(Note 12)4,162 4,193 Pensions(Note 12)5,697 5,698 Other liabilities15,318 14,767 Total non-current liabilities102,58

26、8 100,579 Total Liabilities192,773 191,752 Commitments and contingencies(Note 13)Noncontrolling interest-Cruise stock incentive awards271 357 Equity(Note 16)Common stock,$0.01 par value14 14 Additional paid-in capital26,323 26,428 Retained earnings51,318 49,251 Accumulated other comprehensive loss(7

27、,778)(7,901)Total stockholders equity69,877 67,792 Noncontrolling interests4,084 4,135 Total Equity73,961 71,927 Total Liabilities and Equity$267,004$264,037 Reference should be made to the notes to condensed consolidated financial statements.Amounts may not add due to rounding.2Table of ContentsGEN

28、ERAL MOTORS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In millions)(Unaudited)Three Months EndedMarch 31,2023March 31,2022Cash flows from operating activitiesNet income(loss)$2,346$2,807 Depreciation and impairment of Equipment on operating leases,net1,241 1,223 Deprecia

29、tion,amortization and impairment charges on Property,net1,571 1,668 Foreign currency remeasurement and transaction(gains)losses135 56 Undistributed earnings of nonconsolidated affiliates,net(61)(274)Pension contributions and OPEB payments(236)(213)Pension and OPEB income,net(20)(300)Provision(benefi

30、t)for deferred taxes46(81)Change in other operating assets and liabilities(1,936)(2,784)Net cash provided by(used in)operating activities3,086 2,104 Cash flows from investing activitiesExpenditures for property(2,431)(1,661)Available-for-sale marketable securities,acquisitions(643)(3,451)Available-f

31、or-sale marketable securities,liquidations2,947 1,960 Purchases of finance receivables,net(8,963)(8,189)Principal collections and recoveries on finance receivables7,282 6,845 Purchases of leased vehicles,net(3,154)(2,990)Proceeds from termination of leased vehicles3,264 3,732 Other investing activit

32、ies(563)(154)Net cash provided by(used in)investing activities(2,262)(3,909)Cash flows from financing activitiesNet increase(decrease)in short-term debt(167)722 Proceeds from issuance of debt(original maturities greater than three months)11,487 10,685 Payments on debt(original maturities greater tha

33、n three months)(12,127)(10,827)Payments to purchase common stock(369)Issuance(redemption)of subsidiary stock(Note 16)(2,124)Dividends paid(185)(73)Other financing activities(324)(235)Net cash provided by(used in)financing activities(1,685)(1,852)Effect of exchange rate changes on cash,cash equivalen

34、ts and restricted cash54 93 Net increase(decrease)in cash,cash equivalents and restricted cash(807)(3,564)Cash,cash equivalents and restricted cash at beginning of period21,948 23,542 Cash,cash equivalents and restricted cash at end of period$21,141$19,978 Significant Non-cash Investing and Financin

35、g ActivityNon-cash property additions$3,041$1,931 Reference should be made to the notes to condensed consolidated financial statements.Amounts may not add due to rounding.3Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF EQUITY(In millions)(Unaudited)Commo

36、n StockholdersNoncontrollingInterestsTotal Equity(PermanentEquity)NoncontrollingInterest Cruise Stock IncentiveAwards(Temporary Equity)CommonStockAdditionalPaid-inCapitalRetainedEarningsAccumulated OtherComprehensiveLossBalance at January 1,2022$15$27,061$41,937$(9,269)$6,071$65,815$Net income(loss)

37、2,939 (131)2,807 Other comprehensive income(loss)456(13)442 Issuance(redemption)of subsidiary 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$66,774$

38、289 Balance at January 1,2023$14$26,428$49,251$(7,901)$4,135$71,927$357 Net income(loss)2,395 (49)2,346 Other comprehensive income(loss)123(9)113 Purchase of common stock(168)(201)(369)Stock based compensation(34)(2)(35)7 Cash dividends paid on common stock (126)(126)Other 97 7 103(93)Balance at Mar

39、ch 31,2023$14$26,323$51,318$(7,778)$4,084$73,961$271 Reference should be made to the notes to condensed consolidated financial statements.Amounts may not add due to rounding.4Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNote 1.Nature of

40、Operations and Basis of PresentationGeneral 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 and provides software-enabled services and subscriptions

41、 worldwide.Additionally,weare investing in and growing an autonomous vehicle(AV)business.We also provide automotive financing services through General Motors FinancialCompany,Inc.(GM Financial).We analyze the results of our operations through the following segments:GM North America(GMNA),GM Internat

42、ional(GMI),Cruise,and GM Financial.Cruise is our global segment responsible for the development and commercialization of AV technology.Nonsegmentoperations are classified as Corporate.Corporate includes certain centrally recorded income and costs such as interest,income taxes,corporate expendituresa

43、nd certain nonsegment-specific revenues and expenses.The condensed consolidated financial statements are prepared in conformity with U.S.GAAP pursuant to the rules and regulations of the Securities andExchange Commission(SEC)for interim financial information.Accordingly,they do not include all of th

44、e information and notes required by U.S.GAAPfor complete financial statements.The condensed consolidated financial statements include all adjustments,which consist of normal recurring adjustmentsand transactions or events discretely impacting the interim periods,considered necessary by management to

45、 fairly state our results of operations,financialposition and cash flows.The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim periodor for the full year.These condensed consolidated financial statements should be read in conju

46、nction with the audited consolidated financial statements andnotes thereto included in our 2022 Form 10-K.Except for per share amounts or as otherwise specified,amounts presented within tables are stated inmillions.Certain columns and rows may not add due to rounding.Throughout this report,we refer

47、to General Motors Company and its consolidated subsidiaries in a simplified manner and on a collective basis,usingwords like we,our,us and the Company.This drafting style is suggested by the SEC and is not meant to indicate that General Motors Company,thepublicly traded parent company,or any particu

48、lar subsidiary of the parent company,owns or operates any particular asset,business or property.Theoperations and businesses described in this report are owned and operated by distinct subsidiaries of General Motors Company.Principles of Consolidation We consolidate entities that we control due to o

49、wnership of a majority voting interest and we consolidate variable interestentities(VIEs)when we are the primary beneficiary.All intercompany balances and transactions are eliminated in consolidation.Our share of earnings orlosses of nonconsolidated affiliates is included in our consolidated operati

50、ng results using the equity method of accounting when we are able to exercisesignificant influence over the operating and financial decisions of the affiliate.GM Financial The amounts presented for GM Financial are adjusted to reflect the impact on GM Financials deferred tax positions and provision

51、forincome taxes resulting from the inclusion of GM Financial in our consolidated tax return and to eliminate the effect of transactions between GM Financialand the other members of the consolidated group.Accordingly,the amounts presented will differ from those presented by GM Financial on a stand-al

52、onebasis.5Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)Note 2.RevenueThe following table disaggregates our revenue by major source:Three Months Ended March 31,2023GMNAGMICorporateTotalAutomotiveCruiseGMFinancialEliminations/R

53、eclassificationsTotalVehicle,parts and accessories$31,876$3,342$9$35,227$35,227 Used vehicles175 5 180 180 Services and other837 380 22 1,239 25 (25)1,239 Automotive net sales and revenue32,889 3,727 31 36,646 25 (25)36,646 Leased vehicle income 1,818 1,818 Finance charge income 1,368(3)1,366 Other

54、income 156(1)155 GM Financial net sales and revenue 3,343(4)3,339 Net sales and revenue$32,889$3,727$31$36,646$25$3,343$(29)$39,985 Three Months Ended March 31,2022GMNAGMICorporateTotalAutomotiveCruiseGMFinancialEliminations/ReclassificationsTotalVehicle,parts and accessories$28,572$3,014$5$31,591$3

55、1,591 Used vehicles75 5 80 80 Services and other809 295 48 1,152 26 (25)1,153 Automotive net sales and revenue29,456 3,313 53 32,823 26 (25)32,824 Leased vehicle income 2,066 2,066 Finance charge income 1,010 1,010 Other income 80(1)79 GM Financial net sales and revenue 3,156(1)3,155 Net sales and r

56、evenue$29,456$3,313$53$32,823$26$3,156$(26)$35,979 Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.Adjustments to salesincentives for previously recognized sales increased revenue by an insignificant amount in the three

57、 months ended March 31,2023 and 2022.Contract liabilities in our Automotive segments primarily consist of maintenance,extended warranty and other service contracts of$4.0 billion and$3.3 billion at March 31,2023 and December 31,2022,which are included in Accrued liabilities and Other liabilities.We

58、recognized revenue of$408million and$444 million related to contract liabilities in the three months ended March 31,2023 and 2022.We expect to recognize revenue of$1.2 billionin the nine months ending December 31,2023 and$989 million,$750 million and$1.1 billion in the years ending December 31,2024,

59、2025 and thereafterrelated to contract liabilities at March 31,2023.6Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)Note 3.Marketable and Other SecuritiesThe following table summarizes the fair value of cash equivalents and mar

60、ketable debt securities,which approximates cost:Fair ValueLevelMarch 31,2023December 31,2022Cash and cash equivalentsCash and time deposits$9,521$8,921 Available-for-sale debt securitiesU.S.government and agencies2126 1,012 Corporate debt21,712 2,778 Sovereign debt2823 1,828 Total available-for-sale

61、 debt securities cash equivalents2,661 5,618 Money market funds16,045 4,613 Total cash and cash equivalents(a)$18,227$19,153 Marketable debt securitiesU.S.government and agencies2$4,174$4,357 Corporate debt24,375 5,147 Mortgage and asset-backed2552 538 Sovereign debt2880 2,108 Total available-for-sa

62、le debt securities marketable securities(b)$9,981$12,150 Restricted cashCash and cash equivalents$335$341 Money market funds12,579 2,455 Total restricted cash$2,914$2,796 Available-for-sale debt securities included above with contractual maturities(c)Due in one year or less$6,079 Due between one and

63、 five years5,901 Total available-for-sale debt securities with contractual maturities$11,979 _(a)Includes$1.9 billion and$1.5 billion in Cruise at March 31,2023 and December 31,2022.(b)Includes$612 million and$1.4 billion in Cruise at March 31,2023 and December 31,2022.(c)Excludes mortgage and asset

64、-backed securities of$552 million at March 31,2023 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$380 million and$464 million in the three months ended March 31,2023 and 2022.Net unrealized gains and

65、losses on available-for-sale debt securities were insignificant in the three months ended March 31,2023 and 2022.Cumulative unrealized losses on available-for-sale debt securities were$275 million and$344 million at March 31,2023 and December 31,2022.The following table provides a reconciliation of

66、cash,cash equivalents and restricted cash reported within the condensed consolidated balance sheets tothe total shown in the condensed consolidated statement of cash flows:March 31,2023Cash and cash equivalents$18,227 Restricted cash included in Other current assets2,467 Restricted cash included in

67、Other assets447 Total$21,141 7Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)Note 4.GM Financial Receivables and TransactionsMarch 31,2023December 31,2022RetailCommercial(a)TotalRetailCommercial(a)TotalGM Financial receivables,

68、net of fees$67,704$10,313$78,017$65,322$10,988$76,310 Less:allowance for loan losses(2,123)(29)(2,152)(2,062)(34)(2,096)GM Financial receivables,net$65,581$10,283$75,865$63,260$10,954$74,214 Fair value of GM Financial receivables utilizing Level 2inputs$10,283$10,954 Fair value of GM Financial recei

69、vables utilizing Level 3inputs$65,165$62,150 _(a)Net of dealer cash management balances of$2.2 billion and$1.9 billion at March 31,2023 and December 31,2022.Under the cash management program,subject tocertain conditions,a dealer may choose to reduce the amount of interest on its floorplan line by ma

70、king principal payments to GM Financial in advance.Three Months EndedMarch 31,2023March 31,2022Allowance for loan losses at beginning of period$2,096$1,886 Provision for loan losses131 122 Charge-offs(322)(275)Recoveries187 177 Effect of foreign currency and other61 18 Allowance for loan losses at e

71、nd of period$2,152$1,928 Retail Finance Receivables GM Financials retail finance receivable portfolio includes loans made to consumers and businesses to finance the purchaseof vehicles for personal and commercial use.The following tables are consolidated summaries of the retail finance receivables b

72、y FICO score or itsequivalent,determined at origination,for each vintage of the retail finance receivables portfolio at March 31,2023 and December 31,2022:Year of OriginationMarch 31,202320232022202120202019PriorTotalPercentPrime FICO score 680 and greater$6,996$20,633$12,223$7,149$1,915$914$49,829

73、73.6%Near-prime FICO score 620 to 679832 3,012 2,389 1,345 599 322 8,498 12.6%Sub-prime FICO score less than 620835 3,054 2,525 1,443 916 603 9,377 13.8%Retail finance receivables,net of fees$8,663$26,699$17,138$9,936$3,429$1,839$67,704 100.0%Year of OriginationDecember 31,202220222021202020192018Pr

74、iorTotalPercentPrime FICO score 680 and greater$22,677$13,399$7,991$2,254$1,019$205$47,543 72.8%Near-prime FICO score 620 to 6793,202 2,601 1,487 688 310 104 8,392 12.8%Sub-prime FICO score less than 6203,211 2,746 1,604 1,051 496 280 9,388 14.4%Retail finance receivables,net of fees$29,090$18,745$1

75、1,081$3,992$1,824$589$65,322 100.0%8Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)GM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity.A retail account is consideredd

76、elinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due.Retail finance receivablesare collateralized by vehicle titles and,subject to local laws,GM Financial generally has the right to repossess the vehicle in the event the custom

77、er defaultson the payment terms of the contract.The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractualamounts due of$585 million and$685 million at March 31,2023 and December 31,2022.The following tables are consolidated summaries of theamor

78、tized cost of retail finance receivables by delinquency status,for each vintage of the portfolio at March 31,2023 and December 31,2022,as well assummary totals for March 31,2022:Year of OriginationMarch 31,2023March 31,202220232022202120202019PriorTotalPercentTotalPercent0-to-30 days$8,646$26,262$16

79、,648$9,640$3,236$1,676$66,109 97.6%$58,179 97.8%31-to-60 days17 316 363 222 146 124 1,188 1.8%983 1.7%Greater-than-60 days1 104 112 68 43 36 363 0.5%302 0.5%Finance receivables morethan 30 days delinquent17 420 475 290 190 160 1,551 2.3%1,285 2.2%In repossession 17 15 6 3 2 44 0.1%39 0.1%Finance rec

80、eivables morethan 30 days delinquent orin repossession17 437 489 296 193 162 1,595 2.4%1,324 2.2%Retail finance receivables,net of fees$8,663$26,699$17,138$9,936$3,429$1,839$67,704 100.0%$59,503 100.0%Year of OriginationDecember 31,202220222021202020192018PriorTotalPercent0-to-30 days$28,676$18,128$

81、10,702$3,743$1,685$493$63,426 97.1%31-to-60 days310 452 275 184 103 69 1,393 2.1%Greater-than-60 days93 150 98 62 35 26 465 0.7%Finance receivables more than30 days delinquent403 603 373 246 138 95 1,857 2.8%In repossession11 14 6 4 2 1 39 0.1%Finance receivables more than30 days delinquent or inrep

82、ossession414 617 380 249 140 96 1,896 2.9%Retail finance receivables,netof fees$29,090$18,745$11,081$3,992$1,824$589$65,322 100.0%Commercial Finance Receivables GM Financials commercial finance receivables consist of dealer financings,primarily for inventory purchases.Proprietary models are used to

83、assign a risk rating to each dealer.GM Financial performs periodic credit reviews of each dealership and adjusts thedealerships risk rating,if necessary.There were no commercial finance receivables on nonaccrual status at March 31,2023.9Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES T

84、O CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)GM Financials commercial risk model and risk rating categories are as follows:RatingDescriptionIPerforming accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial commitments.IIPerforming acco

85、unts experiencing potential weakness in financial metrics and repayment prospects resulting in increased monitoring.IIINon-Performing accounts with inadequate paying capacity for current obligations and have the distinct possibility of creating a loss ifdeficiencies are not corrected.IVNon-Performin

86、g accounts with inadequate paying capacity for current obligations and inherent weaknesses that make collection ofliquidation 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

87、of credit and liquidationof assets.The following tables summarize the credit risk profile by dealer risk rating of commercial finance receivables at March 31,2023 and December31,2022:Year of Origination(a)March 31,2023Revolving20232022202120202019PriorTotalPercentI$8,823$71$435$336$338$87$42$10,133

88、98.3%II94 1 96 0.9%III59 15 10 84 0.8%IV%Commercial finance receivables,net of fees$8,976$71$450$338$338$97$42$10,313 100.0%_(a)Floorplan advances comprise 96%of the total revolving balance.Dealer term loans are presented by year of origination.Year of Origination(a)December 31,2022Revolving20222021

89、202020192018PriorTotalPercentI$9,493$438$356$360$91$38$18$10,794 98.2%II89 1 91 0.8%III78 15 10 104 0.9%IV%Commercial finance receivables,net of fees$9,660$453$357$360$102$38$18$10,988 100.0%_(a)Floorplan advances comprise 97%of the total revolving balance.Dealer term loans are presented by year of

90、origination.Transactions with GM Financial The following table shows transactions between our Automotive segments and GM Financial.These amounts arepresented in GM Financials condensed consolidated balance sheets and statements of income.March 31,2023December 31,2022Condensed Consolidated Balance Sh

91、eets(a)Commercial finance receivables,net due from GM consolidated dealers$163$187 Receivables from Cruise$151$113 Subvention receivable(b)$594$469 Commercial loan funding payable$72$105 10Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (C

92、ontinued)Three Months EndedMarch 31,2023March 31,2022Condensed Consolidated Statements of IncomeInterest subvention earned on finance receivables$279$221 Leased vehicle subvention earned$393$547 _(a)All balance sheet amounts are eliminated upon consolidation.(b)Our Automotive segments made cash paym

93、ents to GM Financial for subvention of$749 million and$439 million in the three months ended March 31,2023 and 2022.GM Financials Board of Directors declared and paid dividends of$450 million on its common stock in the three months ended March 31,2023.Note 5.InventoriesMarch 31,2023December 31,2022T

94、otal productive material,supplies and work in process$8,822$8,014 Finished product,including service parts8,935 7,353 Total inventories$17,758$15,366 Note 6.Equipment on Operating LeasesEquipment on operating leases consists of leases to retail customers of GM Financial.March 31,2023December 31,2022

95、Equipment on operating leases$39,991$40,919 Less:accumulated depreciation(8,143)(8,218)Equipment on operating leases,net$31,848$32,701 The estimated residual value of our leased assets at the end of the lease term was$24.1 billion and$24.7 billion at March 31,2023 and December 31,2022.Depreciation e

96、xpense related to Equipment on operating leases,net was$1.2 billion in the three months ended March 31,2023 and 2022.The following table summarizes lease payments due to GM Financial on leases to retail customers:Year Ending December 31,20232024202520262027ThereafterTotalLease receipts under operati

97、ng leases$3,807$3,293$1,505$243$8$8,855 11Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)Note 7.Equity in Net Assets of Nonconsolidated AffiliatesNonconsolidated affiliates are entities in which we maintain an equity ownership

98、interest and for which we use the equity method of accounting due toour ability to exert significant influence over decisions relating to their operating and financial affairs.Revenue and expenses of our joint ventures are notconsolidated into our financial statements;rather,our proportionate share

99、of the earnings of each joint venture is reflected as Equity income(loss)orAutomotive and other cost of sales.Three Months EndedMarch 31,2023March 31,2022Automotive China equity income(loss)$83$234 Other joint ventures equity income(loss)(a)(8)59 Total Equity income(loss)$75$292 _(a)Equity earnings

100、related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business byproviding battery cells for our electric vehicles(EVs).In the three months ended March 31,2023,equity earnings related to Ultium Cells Holdings LLC

101、wereinsignificant.There have been no significant ownership changes in our Automotive China joint ventures(Automotive China JVs)since December 31,2022.Three Months EndedMarch 31,2023March 31,2022Summarized Operating Data of Automotive China JVsAutomotive China JVs net sales$5,833$8,992 Automotive Chi

102、na JVs net income(loss)$123$505 Dividends declared but not paid from our nonconsolidated affiliates were insignificant at March 31,2023 and December 31,2022.Dividends receivedfrom our nonconsolidated affiliates were insignificant in the three months ended March 31,2023 and 2022.Undistributed earning

103、s from ournonconsolidated affiliates were$2.0 billion and$1.9 billion at March 31,2023 and December 31,2022.Note 8.Variable Interest EntitiesConsolidated VIEsAutomotive Financing GM FinancialGM Financial uses special purpose entities(SPEs)that are considered VIEs to issue variable funding notes to t

104、hird party,bank-sponsored warehousefacilities 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 be

105、neficiary of the SPEs because the servicingresponsibilities for the Securitized Assets give GM Financial the power to direct the activities that most significantly impact the performance of the VIEsand the variable interests in the VIEs give GM Financial the obligation to absorb losses and the right

106、 to receive residual returns that could potentially besignificant.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 donot have recourse to GM Financial or its other assets,with the exception of customary repre

107、sentation and warranty repurchase provisions and indemnitiesthat GM Financial provides as the servicer.GM Financial is not required to provide additional financial support to these SPEs.While these subsidiaries areincluded in GM Financials condensed consolidated financial statements,they are separat

108、e legal entities and the finance receivables,lease-related assets andcash held by them are legally owned by them and are not available to GM Financials creditors or creditors of GM Financials other subsidiaries.12Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED

109、 FINANCIAL STATEMENTS (Continued)The following table summarizes the assets and liabilities related to GM Financials consolidated VIEs:March 31,2023December 31,2022Restricted cash current$2,271$2,176 Restricted cash non-current$367$360 GM Financial receivables,net of fees current$17,968$19,896 GM Fin

110、ancial receivables,net of fees non-current$20,031$18,748 GM Financial equipment on operating leases,net$16,414$18,456 GM Financial short-term debt and current portion of long-term debt$19,903$21,643 GM Financial long-term debt$21,410$20,545 GM Financial recognizes finance charge,leased vehicle and f

111、ee income on the Securitized Assets and interest expense on the secured debt issued in asecuritization transaction and records a provision for loan losses to recognize loan losses expected over the remaining life of the finance receivables.Nonconsolidated VIEsAutomotiveNonconsolidated VIEs principal

112、ly include automotive related operating entities to which we provided financial support to ensure that our supply needs forproduction are met or are not disrupted.Our variable interests in these nonconsolidated VIEs include equity investments,accounts and loans receivable,committed financial support

113、 and other off-balance sheet arrangements.The carrying amounts of assets were approximately$1.9 billion and$1.6 billion andliabilities were insignificant related to our nonconsolidated VIEs at March 31,2023 and December 31,2022.Our maximum exposure to loss as a result ofour involvement with these VI

114、Es was approximately$3.3 billion,inclusive of approximately$1.2 billion and$1.4 billion in committed capital contributionsto Ultium Cells Holdings LLC,at March 31,2023 and December 31,2022.Our maximum exposure to loss,and required capital contributions,could varydepending on Ultium Cells Holdings LL

115、Cs requirements and access to capital.We currently lack the power through voting or similar rights to direct theactivities of these entities that most significantly affect their economic performance.Note 9.DebtAutomotive The following table presents debt in our automotive operations:March 31,2023Dec

116、ember 31,2022Carrying AmountFair ValueCarrying AmountFair ValueSecured debt$134$134$124$123 Unsecured debt(a)15,799 15,171 17,340 16,323 Finance lease liabilities421 429 381 381 Total automotive debt(b)$16,354$15,734$17,844$16,828 Fair value utilizing Level 1 inputs$14,837$15,971 Fair value utilizin

117、g Level 2 inputs$897$857 Available under credit facility agreements(c)$13,526$15,095 Weighted-average interest rate on outstanding short-term debt(d)9.5%6.1%Weighted-average interest rate on outstanding long-term debt(d)5.8%5.8%_(a)Primarily consists of senior notes.(b)Includes net discount and debt

118、 issuance costs of$531 million and$525 million at March 31,2023 and December 31,2022.(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.13Table of ContentsGENERAL

119、 MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)In March 2023,we redeemed our$1.5 billion,4.875%senior unsecured notes with a maturity date of October 2023 and recorded an insignificant loss.Also,in March 2023,we renewed and reduced the total borrowing

120、 capacity of our five-year,$11.2 billion facility to$10.0 billion,which now maturesMarch 31,2028.We also renewed and reduced the total borrowing capacity of our three-year,$4.3 billion facility to$4.1 billion,which now matures March31,2026,and renewed our 364-day,$2.0 billion revolving credit facili

121、ty allocated for the exclusive use of GM Financial,which now matures March 30,2024.The renewed credit facilities are based on Term Secured Overnight Financing Rate(Term SOFR)whereas the previous credit facilities were based onthe London Interbank Offered Rate(LIBOR).GM Financial The following table

122、presents debt of GM Financial:March 31,2023December 31,2022Carrying AmountFair ValueCarrying AmountFair ValueSecured debt$41,253$40,773$42,131$41,467 Unsecured debt56,814 55,009 54,723 52,270 Total GM Financial debt$98,067$95,782$96,854$93,738 Fair value utilizing Level 2 inputs$93,799$91,545 Fair v

123、alue utilizing Level 3 inputs$1,983$2,192 Secured debt consists of revolving credit facilities and securitization notes payable.Most of the secured debt was issued by VIEs and is repayable onlyfrom proceeds related to the underlying pledged assets.Refer to Note 8 to our condensed consolidated financ

124、ial statements for additional information onGM Financials involvement with VIEs.In the three months ended March 31,2023,GM Financial renewed revolving credit facilities with total borrowingcapacity of$1.8 billion and issued$5.1 billion in aggregate principal amount of securitization notes payable wi

125、th an initial weighted-average interest rateof 5.25%and maturity dates ranging from 2027 to 2032.Unsecured debt consists of senior notes,credit facilities and other unsecured debt.In the three months ended March 31,2023,GM Financial issued$3.2billion in aggregate principal amount of senior notes wit

126、h an initial weighted-average interest rate of 5.41%and maturity dates ranging from 2026 to 2033.Note 10.Derivative Financial InstrumentsAutomotive The following table presents the notional amounts of derivative financial instruments in our automotive operations:Fair ValueLevelMarch 31,2023December

127、31,2022Derivatives not designated as hedges(a)Foreign currency2$3,176$4,072 Commodity2901 1,075 Total derivative financial instruments$4,077$5,148 _(a)The fair value of these derivative instruments at March 31,2023 and December 31,2022 and the gains/losses included in our condensed consolidated inco

128、me statementsfor the three months ended March 31,2023 and 2022 were insignificant,unless otherwise noted.14Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)GM Financial The following table presents the gross fair value amounts of

129、 GM Financials derivative financial instruments and the associated notionalamounts:Fair ValueLevelMarch 31,2023December 31,2022NotionalFair Value ofAssetsFair Value ofLiabilitiesNotionalFair Value ofAssetsFair Value ofLiabilitiesDerivatives designated as hedges(a)Fair value hedgesInterest rate swaps

130、2$16,559$8$334$19,950$821 Cash flow hedgesInterest rate swaps21,637 33 3 1,434 34 1 Foreign currency swaps(b)28,013 3 497 6,852 586 Derivatives not designated as hedges(a)Interest rate contracts2114,353 1,924 2,073 113,975 2,268 1,984 Total derivative financial instruments(c)$140,562$1,968$2,907$142

131、,212$2,302$3,392 _(a)The gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three months ended March 31,2023 and2022 were insignificant,unless otherwise noted.Amounts accrued for interest payments in a net receivable position are incl

132、uded in Other assets.Amounts accrued forinterest payments in a net payable position are included in Other liabilities.(b)The effect of foreign currency cash flow hedges in the consolidated statements of comprehensive income include an insignificant gain and an insignificant lossrecognized in Accumul

133、ated other comprehensive loss,and an insignificant gain and a$149 million loss reclassified from Accumulated other comprehensive loss intoincome for the three months ended March 31,2023 and 2022.(c)GM Financial held$480 million and$553 million of collateral from counterparties available for netting

134、against GM Financials asset positions,and posted$1.2 billionand$1.5 billion of collateral to counterparties available for netting against GM Financials liability positions at March 31,2023 and December 31,2022.The fair value for Level 2 instruments was derived using the market approach based on obse

135、rvable market inputs including quoted prices of similarinstruments and foreign exchange and interest rate forward curves.The following amounts were recorded in the condensed consolidated balance sheets related to items designated and qualifying as hedged items in fairvalue hedging relationships:Marc

136、h 31,2023December 31,2022Carrying Amount of HedgedItemsCumulative Amount of Fair ValueHedging Adjustments(a)Carrying Amount of HedgedItemsCumulative Amount of Fair ValueHedging Adjustments(a)Short-term unsecured debt$3,712$(12)$3,048$2 Long-term unsecured debt25,545 764 25,271 779 GM Financial unsec

137、ured debt$29,257$752$28,319$781 _(a)Includes$470 million of unamortized losses and an insignificant amount remaining on hedged items for which hedge accounting has been discontinued at March 31,2023 and December 31,2022.15Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CON

138、SOLIDATED FINANCIAL STATEMENTS (Continued)Note 11.Product Warranty and Related LiabilitiesThree Months EndedMarch 31,2023March 31,2022Product Warranty and Related LiabilitiesWarranty balance at beginning of period$8,530$9,774 Warranties issued and assumed in period recall campaigns236 132 Warranties

139、 issued and assumed in period product warranty490 461 Payments(1,058)(1,077)Adjustments to pre-existing warranties279(5)Effect of foreign currency and other5 17 Warranty balance at end of period8,482 9,302 Less:Supplier recoveries balance at end of period(a)1,157 2,025 Warranty balance,net of suppli

140、er recoveries at end of period$7,325$7,277 _(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 EndedMarch 31,2023March 31,2022Product Warranty Expense,Net of RecoveriesWarran

141、ties issued and assumed in period$726$593 Supplier recoveries accrued in period(44)(57)Adjustments and other284 12 Warranty expense,net of supplier recoveries$966$548 We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at March 31,2023.Refer

142、 to Note 13 to ourcondensed consolidated financial statements for more details.Note 12.Pensions and Other Postretirement BenefitsThree Months Ended March 31,2023Three Months Ended March 31,2022Pension BenefitsGlobal OPEBPlansPension BenefitsGlobal OPEBPlansU.S.Non-U.S.U.S.Non-U.S.Service cost$44$42$

143、2$58$35$4 Interest cost568 161 59 323 76 37 Expected return on plan assets(730)(168)(750)(139)Amortization of prior service cost(credit)(1)1 (1)1(1)Amortization of net actuarial(gains)losses 8(6)5 35 17 Net periodic pension and OPEB(income)expense$(119)$44$55$(365)$8$57 The non-service cost componen

144、ts of net periodic pension and other postretirement benefits(OPEB)income of$86 million and$376 million in the threemonths ended March 31,2023 and 2022 are presented in Interest income and other non-operating income,net.16Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONS

145、OLIDATED FINANCIAL STATEMENTS (Continued)Note 13.Commitments and ContingenciesLitigation-Related Liability and Tax Administrative Matters In the normal course of our business,we are named from time to time as a defendant invarious legal actions,including arbitrations,class actions and other litigati

146、on.We identify below the material individual proceedings and investigationswhere we believe a material loss is reasonably possible or probable.We accrue for matters when we believe that losses are probable and can be reasonablyestimated.At March 31,2023 and December 31,2022,we had accruals of$1.1 bi

147、llion in Accrued liabilities and Other liabilities.In many matters,it isinherently difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss.Accordingly,while webelieve that appropriate accruals have been established for losses that

148、are probable and can be reasonably estimated,it is possible that adverse outcomesfrom such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particularreporting period.GM Korea Subcontract Workers Litigation GM Korea Co

149、mpany(GM Korea)is party to litigation with current and former subcontract workers overallegations 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 andSeptember 2020,the Korean labor authorities issued adverse adm

150、inistrative orders finding that GM Korea must hire certain current subcontract workers asfull-time employees.GM Korea appealed the May 2018 and September 2020 orders.Since June 2020,the Seoul High Court(an intermediate-level appellatecourt)ruled against GM Korea in eight subcontract worker cases.Alt

151、hough GM Korea has appealed these decisions to the Supreme Court of the Republicof Korea(Korea Supreme Court),GM Korea has since hired certain of its subcontract workers as full-time employees.At March 31,2023,our accrualcovering certain asserted claims and claims that we believe are probable of ass

152、ertion and for which liability is probable was approximately$261 million.Weestimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately$94 million at March 31,2023.We are currently unable to estimate any re

153、asonably possible material loss or range of loss that may result from additionalclaims that may be asserted by former subcontract workers.Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions,including class actions,governmental investigations,claims and proce

154、edings are pending against us or our related companies or joint ventures,including,but not limited to,matters arising out of alleged productdefects;employment-related matters;product and workplace safety,vehicle emissions and fuel economy regulations;product warranties;financial services;dealer,supp

155、lier and other contractual relationships;government regulations relating to competition issues;tax-related matters not subject to the provision ofAccounting Standards Codification 740,Income Taxes(indirect tax-related matters);product design,manufacture and performance;consumer protectionlaws;and en

156、vironmental protection laws,including laws regulating air emissions,water discharges,waste management and environmental remediation fromstationary sources.We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives ofU.S.federal,

157、state and foreign governments on a variety of issues.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 variousvehicles sold,including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra veh

158、icles,violate federal,state and foreign emissionstandards.We are currently unable to estimate any reasonably possible material loss or range of loss that may result from these actions.GM has also faced aseries of additional lawsuits in the U.S.based on these allegations,including a shareholder deman

159、d lawsuit that remains pending.There are several putative class actions and one certified class action pending against GM in federal courts in the U.S.alleging that various 2011-2014model year vehicles are defective because they excessively consume oil.While many of these proceedings have been dismi

160、ssed or have been settled forinsignificant amounts,several remain outstanding,and in October 2022,we received an adverse jury verdict in the certified class action proceedinginvolving three states.We do not believe that the verdict is supported by the evidence and plan to pursue post-trial motions a

161、nd,if necessary,appeal.We arecurrently unable to estimate any reasonably possible material loss or range of loss that may result from the putative class action proceedings and havepreviously accrued an immaterial amount related to the certified class action proceeding.There is one putative class act

162、ion and one certified class action pending against GM in federal court in the U.S.alleging that various 2015-2022 modelyear vehicles are defective because they are equipped with faulty 8-speed transmissions.In March 2023,the judge overseeing the class action concerning2015-2019 model year vehicles c

163、ertified 26 state subclasses.The putative class action concerning 2020-2022 model year vehicles is pending in front of adifferent judge that has not yet addressed class certification.We are currently unable to estimate any reasonably possible material loss or range of loss thatmay result from these

164、proceedings.17Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)There is a class action pending against GM in federal court in the U.S.,and a putative class action in provincial court in Canada,alleging that 2011-2016model year Du

165、ramax Diesel Chevrolet Silverado and GMC Sierra vehicles are equipped with defective fuel pumps that are prone to failure.In March 2023,the federal court certified seven state subclasses.We are currently unable to estimate any reasonably possible material loss or range of loss that may resultfrom th

166、ese proceedings.Beyond the class action litigations disclosed,we have several other class action litigations pending at any given time.Historically,relatively few classeshave been certified in these types of cases.Therefore,we will generally only disclose specific class actions if a class is certifi

167、ed and we believe there is areasonably possible material exposure to the Company.We are currently in discussions with the Environmental Protection Agency regarding potential adjustments to our balance of greenhouse gas credits.Depending on the outcome of those discussions,it is reasonably possible t

168、hat the costs associated with these matters could be material,but we are unable toprovide an estimate of the cost at this time.Indirect tax-related matters are being litigated globally pertaining to value added taxes,customs,duties,sales,property taxes and other non-income tax-related tax exposures.

169、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 orprovide an alternat

170、ive form of security.Some of the matters may involve compensatory,punitive or other treble damage claims,environmental remediationprograms or sanctions that,if granted,could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated atMarch 31,2023.For ind

171、irect tax-related matters,we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately$950million at March 31,2023.Takata Matters In November 2020,the National Highway Traffic Safety Administration(NHTSA)directed that we replace the Takata Corporation(Takata)airbag

172、 inflators in our GMT900 vehicles,which are full-size pickup trucks and sport utility vehicles(SUVs),and we decided not to contestNHTSAs decision.While we have already begun the process of executing the recall,given the number of vehicles in this population,the recall will takeseveral years to be co

173、mpleted.Accordingly,in the year ended December 31,2020,we recorded a warranty accrual of$1.1 billion for the expected costs ofcomplying 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 inf

174、lators in those vehicles.There are significant differences in vehicle andinflator design between the relevant vehicles sold internationally and those sold in the U.S.We continue to gather and analyze evidence about these inflatorsand to share our findings with regulators.Any additional recalls relat

175、ing to these inflators could be material to our results of operations and cash flows.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,arising out of allegations that airbag inflators

176、manufactured by Takata are defective.In March 2023,a federal court overseeing a putativeclass action against GM issued a final judgment in favor of GM on all claims in eight states at issue in that proceeding.At this stage of these proceedings,we are unable to provide an estimate of the amounts or r

177、ange of reasonably possible material loss.Chevrolet Bolt Recall In July 2021,we initiated a voluntary recall for certain 2017-2019 model year Chevrolet Bolt EVs due to the risk that twomanufacturing defects present in the same battery cell could cause a high voltage battery fire in certain of these

178、vehicles.Accordingly,in the three monthsended June 30,2021,we recorded a warranty accrual of$812 million.After further investigation into the manufacturing processes at our battery supplier,LG Energy Solution(LG),and disassembling battery packs,we determined that the risk of battery cell defects was

179、 not confined to the initial recallpopulation.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 2

180、021,we reached anagreement with LG,under which LG will reimburse GM for costs and expenses associated with the recall.As a result,in the three months ended September30,2021,we recognized a receivable of$1.9 billion,which substantially offsets the warranty charges we recognized in connection with the

181、 recall.Thesecharges reflect our current best estimate for the cost of the recall remedy.The actual costs of the recall and GMs associated recovery from LG could bematerially higher or lower.For 2017-2019 model year vehicles,the recall remedy will be to replace the high voltage battery modules in th

182、ese vehicles withnew modules.For 2020-2022 model year vehicles,the recall remedy will be to replace any defective high voltage battery modules in these vehicles withnew modules.18Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)I

183、n 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 thebatteries 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 a

184、nestimate of the amounts or range of reasonably possible material 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,nowStellantis N.V.(Stellantis),under a Master Agreement(the Agreement).We also sold th

185、e European financing subsidiaries and branches to Banque PSAFinance 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 actionstaken by regulators related to vehicles sold before the sale.General Motors Holdings LLC agreed

186、,on behalf of our wholly owned subsidiary(the Seller),toindemnify Stellantis for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in theAgreement and for certain other liabilities,including costs related to certain emissions cla

187、ims,product liabilities and recalls.We are unable to estimate anyreasonably possible material loss or range of loss that may result from these actions either directly or through an indemnification claim from Stellantis.Certain of these indemnification obligations are subject to time limitations,thre

188、sholds and/or caps as to the amount of required payments.Currently,various consumer lawsuits have been filed against the Seller and Stellantis in Germany,the United Kingdom and the Netherlands alleging thatOpel and Vauxhall vehicles sold by the Seller violated applicable emissions standards.In addit

189、ion,we indemnified Stellantis for an immaterial amount forcertain recalls that Stellantis has conducted or will conduct,including recalls in certain geographic locations that Stellantis intends to conduct related toTakata inflators in legacy Opel vehicles.We may in the future be required to further

190、indemnify Stellantis relating to its Takata recalls,but we believe suchfurther indemnification to be remote at this time.Product Liability We recorded liabilities of$570 million and$561 million in Accrued liabilities and Other liabilities at March 31,2023 and December 31,2022 for the expected cost o

191、f all known product liability claims,plus an estimate of the expected cost for product liability claims that have already beenincurred 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 mayincrease in futu

192、re 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,whereapplicable,excess

193、liability insurance coverage.Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures.Theseguarantees terminate in years ranging from 2023 to 2028,or upon the occurrence of specific events or are ongoing.We believe t

194、hat the related potentialcosts incurred are adequately covered by our recorded accruals,which are insignificant.The maximum future undiscounted payments mainly based onroyalties received associated with vehicles sold to date were$3.2 billion and$3.1 billion for these guarantees at March 31,2023 and

195、December 31,2022,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 ourpayables to the party whose debt or performance we have guaranteed may

196、 offset,to some degree,the amount of any potential future payments.We are alsoexposed 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 possib

197、le to estimate ourmaximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations.Insignificant amounts have been recordedfor such obligations as the majority of them are not probable or estimable at this time and the fair value of the guarantees at iss

198、uance was insignificant.Refer to the Opel/Vauxhall Sale section of this note for additional information on our indemnification obligations to Stellantis under the Agreement.Supplier Finance Programs Third-party finance providers offer certain suppliers the option for payment in advance of their invo

199、ice due date throughfinancing programs that we established.We retain our obligation to the participating suppliers,and we make payments directly to the third-party financeproviders on the original invoice due date pursuant to the original invoice terms.There are no assets pledged as security or othe

200、r forms of guaranteesprovided for committed payments.Our outstanding eligible balances under our supplier finance programs are$1.1 billion and$852 million at March 31,2023 and December 31,2022,which are recorded in Accounts payable(principally trade).19Table of ContentsGENERAL MOTORS COMPANY AND SUB

201、SIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)Note 14.Income TaxesIn the three months ended March 31,2023,Income tax expense of$428 million was primarily due to tax expense attributable to entities included in oureffective tax rate calculation.In the three months ended Mar

202、ch 31,2022,Income tax benefit of$28 million was primarily due to tax expense attributable toentities included in our effective tax rate calculation,offset by the release of a valuation allowance against certain Cruise deferred tax assets that wereconsidered realizable due to the reconsolidation of C

203、ruise for U.S.tax purposes.Note 15.Restructuring and Other InitiativesWe have executed various restructuring and other initiatives and we may execute additional initiatives in the future,if necessary,to streamlinemanufacturing capacity and reduce other costs to improve the utilization of remaining f

204、acilities.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 withpre-existing agreements,a liability is recorded once the amount is probable a

205、nd reasonably estimable.If employees are involuntarily terminated,a liabilityis 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 reser

206、ves and charges related to restructuring and other initiatives,including postemployment benefit reserves andcharges:Three Months EndedMarch 31,2023March 31,2022Balance at beginning of period$520$285 Additions,interest accretion and other980(2)Payments(51)(104)Revisions to estimates and effect of for

207、eign currency(9)Balance at end of period$1,450$171 In the three months ended March 31,2023,restructuring and other initiatives included strategic activities in GMNA related to Buick dealerships.Werecorded charges of$99 million,which are included in the table above,and incurred$39 million in net cash

208、 outflows resulting from these dealerrestructurings in the three months ended March 31,2023,in addition to the charges of$511 million and net cash outflows of$120 million in the year endedDecember 31,2022.The remaining$451 million is expected to be paid by the end of 2023.Additionally,on March 9,202

209、3,we announced a voluntary separation program(VSP)to accelerate attrition related to the cost reduction programannounced in January 2023.We recorded charges in GMNA of$875 million in the three months ended March 31,2023,primarily related to employeeseparation charges,which are reflected in the table

210、 above.We expect cash outflows related to these activities of approximately$875 million to besubstantially complete by the end of 2023.Note 16.Stockholders Equity and Noncontrolling InterestsWe have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance.

211、We had no shares of preferred stock issuedand outstanding at March 31,2023 and December 31,2022.We had 1.4 billion shares of common stock issued and outstanding at March 31,2023 andDecember 31,2022.Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board

212、 of Directors.Our dividends declared percommon share were$0.09 and our total dividends paid on common stock were$126 million for the three months ended March 31,2023.Dividends werenot declared or paid on our common stock for the three months ended March 31,2022.In August 2022,our Board of Directors

213、increased the capacity under our previously announced common stock repurchase program to$5.0 billion fromthe$3.3 billion that remained under the program as of June 30,2022.In the three months ended March 31,2023,we purchased 9 million shares of ouroutstanding common stock for$369 million as part of

214、the program,inclusive of an insignificant amount of excise tax related to the Inflation Reduction Actof 2022.We did not purchase shares of our outstanding common stock in the three months ended March 31,2022.20Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FI

215、NANCIAL STATEMENTS (Continued)Cruise Preferred Shares In March 2022,under the Share Purchase Agreement,we acquired SoftBank Vision Fund(AIV M2)L.P.s(together with itsaffiliates,SoftBank)Cruise Class A-1,Class F and Class G Preferred Shares for$2.1 billion and made an additional$1.35 billion investme

216、nt in Cruise inplace of SoftBank.SoftBank no longer has an ownership interest in or has any rights with respect to Cruise.Cruise Common Shares During the three months ended March 31,2023,GM Cruise Holdings LLC(Cruise Holdings)issued$95 million of Class BCommon Shares to net settle vested awards unde

217、r Cruises 2018 Employee Incentive Plan and issued$56 million of Class B Common Shares to fund thepayment of statutory tax withholding obligations resulting from the settlement or exercise of vested awards.Also,GM conducted a quarterly tender offer,and paid$75 million in cash to purchase tendered Cru

218、ise Class B Common Shares during the three months ended March 31,2023.The Class B CommonShares are classified as noncontrolling interests in our condensed consolidated financial statements except for certain shares that are liability classified thathave a recorded value of approximately$60 million a

219、t both March 31,2023 and December 31,2022.Refer to Note 18 for additional information on Cruisestock incentive awards.During the three months ended March 31,2023 and 2022,the effect on the equity attributable to us for changes in our ownership interest in Cruise wasinsignificant.For the three months

220、 ended March 31,2023 and 2022,net income attributable to shareholders and transfers to the noncontrolling interest inCruise and other subsidiaries was$2.4 billion and$2.0 billion,which in 2022 included a$909 million decrease in retained earnings due to the redemption ofCruise preferred shares.The fo

221、llowing table summarizes the significant components of Accumulated other comprehensive loss:Three Months EndedMarch 31,2023March 31,2022Foreign Currency Translation AdjustmentsBalance at beginning of period$(2,776)$(2,653)Other comprehensive income(loss)and noncontrolling interests,net of reclassifi

222、cation adjustment and tax(a)(b)164 397 Balance at end of period$(2,611)$(2,256)Defined Benefit PlansBalance at beginning of period$(4,851)$(6,528)Other comprehensive income(loss)before reclassification adjustment,net of tax(b)(39)52 Reclassification adjustment,net of tax(b)4 51 Other comprehensive i

223、ncome(loss),net of tax(b)(35)103 Balance at end of period(c)$(4,886)$(6,425)_(a)The noncontrolling interests and reclassification adjustment were insignificant in the three months ended March 31,2023 and 2022.(b)The income tax effect was insignificant in the three months ended March 31,2023 and 2022

224、.(c)Primarily consists of unamortized actuarial loss on our defined benefit plans.Refer to Note 2.Significant Accounting Policies of our 2022 Form 10-K for additionalinformation.21Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

225、Note 17.Earnings Per ShareThree Months EndedMarch 31,2023March 31,2022Basic earnings per shareNet income(loss)attributable to stockholders$2,395$2,939 Less:cumulative dividends on subsidiary preferred stock(a)(27)(952)Net income(loss)attributable to common stockholders$2,369$1,987 Weighted-average c

226、ommon shares outstanding1,396 1,458 Basic earnings per common share$1.70$1.36 Diluted earnings per shareNet income(loss)attributable to common stockholders diluted$2,369$1,987 Weighted-average common shares outstanding basic1,396 1,458 Dilutive effect of awards under stock incentive plans6 12 Weight

227、ed-average common shares outstanding diluted1,402 1,470 Diluted earnings per common share$1.69$1.35 Potentially dilutive securities(b)22 6 _(a)Includes a$909 million deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the three months ended March 31,2022.(b)Potentia

228、lly dilutive securities attributable to outstanding stock options,Restricted Stock Units(RSUs)and Performance Stock Units(PSUs)at March 31,2023 andoutstanding stock options and RSUs at March 31,2022 were excluded from the computation of diluted earnings per share(EPS)because the securities would hav

229、e hadan antidilutive effect.Note 18.Stock Incentive PlansCruise Stock Incentive Awards In March 2022,Cruise modified its RSUs that settle in Cruise common stock to remove the liquidity vesting conditionsuch that all granted RSU awards vest solely upon satisfactions of a service condition.Total compe

230、nsation expense related to Cruise Holdings share-basedawards was$103 million in the three months ended March 31,2023 and$1.2 billion in the three months ended March 31,2022,which in 2022 primarilyrepresents the impact of the modification to outstanding awards.GM conducted a quarterly tender offer an

231、d paid$75 million in cash to purchase tenderedCruise Class B Common Shares during the three months ended March 31,2023.No cash was paid to settle share-based awards in the three months endedMarch 31,2022.Note 19.Segment ReportingWe analyze the results of our business through the following reportable

232、 segments:GMNA,GMI,Cruise and GM Financial.The chief operating 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

233、decision-maker evaluates GM Financial through earnings before incometaxes(EBT)-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financialperformance of the segment.Each segment has a manager responsible for executing

234、 our strategic initiatives.While not all vehicles within a segment areindividually profitable on a fully allocated cost basis,those vehicles attract customers to dealer showrooms and help maintain sales volumes for other,moreprofitable vehicles and contribute towards meeting required fuel efficiency

235、 standards.As a result of these and other factors,we do not manage our businesson 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 throughdistributors and dealers outside of Nor

236、th America,the substantial majority of which are independently owned.In addition to the products sold to dealers forconsumer retail sales,trucks,crossovers and cars are also sold to fleet customers,including daily rental car companies,commercial fleet customers,leasingcompanies and governments.Fleet

237、 sales are completed through the dealer network and in some cases directly with fleet customers.Retail and fleetcustomers can obtain22Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)a wide range of after-sale vehicle services an

238、d products through the dealer network,such as maintenance,light repairs,collision repairs,vehicle accessoriesand extended service warranties.GMNA meets the demands of customers in North America and GMI primarily meets the demands of customers outside North America with vehiclesdeveloped,manufactured

239、 and/or marketed under the Buick,Cadillac,Chevrolet and GMC brands.We also have equity ownership stakes in entities that meetthe demands of customers in other countries,primarily China,with vehicles developed,manufactured and/or marketed under the Baojun,Buick,Cadillac,Chevrolet and Wuling brands.Cr

240、uise is our global segment responsible for the development and commercialization of AV technology,and includes AV-related engineering and other costs.We provide automotive financing services through our GM Financial segment.Our automotive interest income and interest expense,legacy costs from the Op

241、el/Vauxhall Business(primarily pension costs),corporate expenditures andcertain nonsegment specific revenues and expenses are recorded centrally in Corporate.Corporate assets primarily consist of cash and cash equivalents,marketable debt securities and intersegment balances.All intersegment balances

242、 and transactions have been eliminated in consolidation.The following tables summarize key financial information by segment:At and For the Three Months Ended March 31,2023GMNAGMICorporateEliminationsTotalAutomotiveCruiseGMFinancialEliminations/ReclassificationsTotalNet sales and revenue$32,889$3,727

243、$31$36,646$25$3,343$(29)$39,985 Earnings(loss)before interest and taxes-adjusted$3,576$347$(327)$3,596$(561)$771$(3)$3,803 Adjustments(a)$(974)$(974)$(974)Automotive interest income229 Automotive interest expense(234)Net income(loss)attributable tononcontrolling interests(49)Income(loss)before incom

244、e taxes2,775 Income tax benefit(expense)(428)Net income(loss)2,346 Net loss(income)attributable tononcontrolling interests49 Net income(loss)attributable to stockholders$2,395 Equity in net assets of nonconsolidatedaffiliates$2,000$6,817$8,818$1,725$10,542 Goodwill and intangibles$2,154$732$4$2,890$

245、728$1,350$4,968 Total assets$144,903$24,992$40,880$(69,676)$141,098$5,217$122,789$(2,099)$267,004 Depreciation and amortization$1,428$122$5$1,555$4$1,251$2,810 Impairment charges$Equity income(loss)(b)$(46)$81$34$41$75 _(a)Consists of charges for strategic activities related to Buick dealerships and

246、 charges related to the VSP in GMNA.(b)Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs.In the threemonths ended March 31,2023,equity earnings r

247、elated to Ultium Cells Holdings LLC were insignificant.23Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)At and For the Three Months Ended March 31,2022GMNAGMICorporateEliminationsTotalAutomotiveCruiseGMFinancialEliminations/Rec

248、lassificationsTotalNet sales and revenue$29,456$3,313$53$32,823$26$3,156$(26)$35,979 Earnings(loss)before interest and taxes-adjusted$3,141$328$(387)$3,082$(325)$1,284$4$4,044 Adjustments(a)$100$100$(1,057)$(957)Automotive interest income50 Automotive interest expense(226)Net income(loss)attributabl

249、e tononcontrolling interests(131)Income(loss)before income taxes2,779 Income tax benefit(expense)28 Net income(loss)2,807 Net loss(income)attributable tononcontrolling interests131 Net income(loss)attributable to stockholders$2,939 Equity in net assets of nonconsolidatedaffiliates$1,217$7,406$8,623$

250、1,779$10,402 Goodwill and intangibles$2,213$765$2,978$733$1,346$5,058 Total assets$126,454$24,612$35,696$(55,702)$131,060$6,310$115,312$(1,190)$251,492 Depreciation and amortization$1,504$134$5$1,643$12$1,236$2,891 Impairment charges$Equity income(loss)$6$232$238$54$292 _(a)Consists of the resolutio

251、n 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.24Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESItem 2.Managements Discussion and Analysis of Financial Condition

252、 and Results of OperationsBasis of Presentation This Managements Discussion and Analysis of Financial Condition and Results of Operations(MD&A)should be read inconjunction with the accompanying condensed consolidated financial statements and the notes thereto,and the audited consolidated financial s

253、tatements andnotes thereto included in our 2022 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 actualresults to differ materially from those projected.Refer to the Forward-Looking Statements section

254、of this MD&A and Part 1,Item 1A.Risk Factors of our2022 Form 10-K for a discussion of these risks and uncertainties.Except for per share amounts or as otherwise specified,dollar amounts presented withintables are stated in millions.Certain columns and rows may not add due to rounding.Non-GAAP Measur

255、es Our non-GAAP measures include:EBIT-adjusted,presented net of noncontrolling interests;EBT-adjusted for our GM Financialsegment;EPS-diluted-adjusted;effective tax rate-adjusted(ETR-adjusted);return on invested capital-adjusted(ROIC-adjusted)and adjusted automotivefree cash flow.Our calculation of

256、these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potentialdifferences between companies in the method of calculation.As a result,the use of these non-GAAP measures has limitations and should not be consideredsuperior to,in isolation from,or as a su

257、bstitute for,related U.S.GAAP measures.These non-GAAP measures allow management and investors to view operating trends,perform analytical comparisons and benchmark performancebetween periods and among geographic regions to understand operating performance without regard to items we do not consider a

258、 component of our coreoperating performance.Furthermore,these non-GAAP measures allow investors the opportunity to measure and monitor our performance against ourexternally communicated targets and evaluate the investment decisions being made by management to improve ROIC-adjusted.Management uses th

259、esemeasures in its financial,investment and operational decision-making processes,for internal reporting and as part of its forecasting and budgetingprocesses.Further,our Board of Directors uses certain of these,and other measures,as key metrics to determine management performance under ourperforman

260、ce-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 ourconsolidated operating results because it exclude

261、s automotive interest income,automotive interest expense and income taxes as well as certain additionaladjustments that are not considered part of our core operations.Examples of adjustments to EBIT include,but are not limited to,impairment charges onlong-lived assets and other exit costs resulting

262、from strategic shifts in our operations or discrete market and business conditions,and certain costs arisingfrom legal matters.For EBIT-adjusted and our other non-GAAP measures,once we have made an adjustment in the current period for an item,we will alsoadjust the related non-GAAP measure in any fu

263、ture periods in which there is an impact from the item.Our corresponding measure for our GM Financialsegment is EBT-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational andfinancial performance of the segment.EPS-diluted-adj

264、usted EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted EPS results on aconsistent basis.EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less adjustments noted above for EBIT-adjusted and certain in

265、come tax adjustments divided by weighted-average common shares outstanding-diluted.Examples of income tax adjustments includethe 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

266、 consolidated effective tax rate for our core operations ona consistent basis.ETR-adjusted is calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and theincome tax adjustments noted above for EPS-diluted-adjusted divided by Income before inco

267、me taxes less adjustments.When we provide an expectedadjusted effective tax rate,we do not provide an expected effective tax rate because the U.S.GAAP measure may include significant adjustments that aredifficult to predict.ROIC-adjusted ROIC-adjusted is used by management and can be used by investo

268、rs to review our investment and capital allocation decisions.We defineROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by ROIC-adjusted average net assets,which is considered to be the average equitybalances adjusted for average automotive debt and interest liabilities,exclusive

269、 of finance leases;average automotive net pension and OPEB liabilities;andaverage automotive net income tax assets during the same period.25Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESAdjusted automotive free cash flow Adjusted automotive free cash flow is used by management and can be u

270、sed by investors to review the liquidity ofour automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity againstthe substantial cash requirements of our automotive operations.We measure adjusted automotive free cash

271、flow as automotive operating cash flow fromoperations less capital expenditures adjusted for management actions.Management actions can include voluntary events such as discretionary contributionsto employee benefit plans or nonrecurring specific events such as a closure of a facility that are consid

272、ered special for EBIT-adjusted purposes.Refer to theLiquidity and Capital Resources section of this MD&A for additional information.The following table reconciles Net income attributable to stockholders under U.S.GAAP to EBIT-adjusted:Three Months EndedMarch 31,December 31,September 30,June 30,20232

273、022202220212022202120222021Net income attributable to stockholders$2,395$2,939$1,999$1,741$3,305$2,420$1,692$2,836 Income tax expense(benefit)428(28)580 471 845 152 490 971 Automotive interest expense234 226 267 227 259 230 234 243 Automotive interest income(229)(50)(215)(44)(122)(38)(73)(32)Adjustm

274、ents Voluntary separation program(a)875 Cruise compensation modifications(b)1,057 Russia exit(c)657 Buick dealer strategy(d)99 511 Patent royalty matters(e)(100)250 GM Brazil indirect tax matters(f)194 Cadillac dealer strategy(g)158 17 GM Korea wage litigation(h)82 Total adjustments974 957 1,168 444

275、 158 99 EBIT-adjusted$3,803$4,044$3,799$2,839$4,287$2,922$2,343$4,117 _(a)This adjustment was excluded because it relates to the acceleration of attrition as part of the cost reduction program announced in January 2023,primarily in the UnitedStates.(b)This adjustment was excluded because it relates

276、to the one-time modification of Cruise stock incentive awards.(c)This adjustment was excluded because it relates to the shutdown of our Russia business including the write off of our net investment and release of accumulatedtranslation losses into earnings.(d)These adjustments were excluded because

277、they relate to strategic activities to transition certain Buick dealers out of our dealer network as part of Buicks EV strategy.(e)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 t

278、he resolution of substantially all of these matters in the three months ended March 31,2022.(f)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 ofindirect taxes in Brazil realized in pri

279、or periods.(g)These adjustments were excluded because they relate to strategic activities to transition certain Cadillac dealers from the network as part of Cadillacs EV strategy.(h)This adjustment was excluded because of the unique events associated with Korea Supreme Court decisions related to our

280、 salaried workers.26Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe following table reconciles diluted earnings per common share under U.S.GAAP to EPS-diluted-adjusted:Three Months EndedMarch 31,2023March 31,2022AmountPer ShareAmountPer ShareDiluted earnings per common share$2,369$1.69$1

281、,987$1.35 Adjustments(a)974 0.69 957 0.65 Tax effect on adjustments(b)(239)(0.17)(296)(0.20)Tax adjustments(c)(482)(0.33)Deemed dividend adjustment(d)909 0.62 EPS-diluted-adjusted$3,104$2.21$3,075$2.09 _(a)Refer to the reconciliation of Net income attributable to stockholders under U.S.GAAP to EBIT-

282、adjusted within this section of MD&A for the details of each individualadjustment.(b)The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.(c)This adjustment consists of tax benefit related to the rele

283、ase of a valuation allowance against deferred tax assets considered realizable as a result of Cruise taxreconsolidation in the three months ended March 31,2022.This adjustment was excluded because significant impacts of valuation allowances are not considered part ofour core operations.(d)This adjus

284、tment consists of a deemed dividend related to the redemption of Cruise preferred shares from SoftBank in the three months ended March 31,2022.The following table reconciles our effective tax rate under U.S.GAAP to ETR-adjusted:Three Months EndedMarch 31,2023March 31,2022Income before incometaxesInc

285、ome tax expense(benefit)Effective tax rateIncome before incometaxesIncome tax expense(benefit)Effective tax rateEffective tax rate$2,775$428 15.4%$2,779$(28)(1.0)%Adjustments(a)974 239 1,053 296 Tax adjustments(b)482 ETR-adjusted$3,749$667 17.8%$3,832$750 19.6%_(a)Refer to the reconciliation of Net

286、income attributable to stockholders under U.S.GAAP to EBIT-adjusted within this section of MD&A for adjustment details.Theseadjustments include Net income attributable to noncontrolling interests where applicable.The tax effect of each adjustment is determined based on the tax laws andvaluation allo

287、wance 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 attributable to stockholders for

288、 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 EndedMarch 31,2023March 31,2022Net income attribut

289、able to stockholders$9.4$9.9 Average equity(a)$68.6$59.6 ROE13.7%16.7%_(a)Includes equity of noncontrolling interests where the corresponding earnings(loss)are included in Net income attributable to stockholders.27Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe following table summarizes

290、 the calculation of ROIC-adjusted(dollars in billions):Four Quarters EndedMarch 31,2023March 31,2022EBIT-adjusted(a)$14.2$13.9 Average equity(b)$68.6$59.6 Add:Average automotive debt and interest liabilities(excluding finance leases)17.4 16.9 Add:Average automotive net pension&OPEB liability8.6 14.0

291、 Less:Average automotive and other net income tax asset(20.9)(21.8)ROIC-adjusted average net assets$73.6$68.8 ROIC-adjusted19.3%20.2%_(a)Refer to the reconciliation of Net income attributable to stockholders under U.S.GAAP to EBIT-adjusted within this section of MD&A.(b)Includes equity of noncontrol

292、ling interests where the corresponding earnings(loss)are included in EBIT-adjusted.Overview Our vision for the future is a world with zero crashes,zero emissions and zero congestion,which guides our growth-focused strategy to invest inEVs and AVs,software-enabled services and subscriptions and new b

293、usiness opportunities,while strengthening our market position in profitable ICEvehicles,such as trucks and SUVs.We will execute our strategy with a diverse team and a steadfast commitment to good citizenship through sustainableoperations and a leading health and safety culture.We continue to monitor

294、 the macro-economic environment,including higher interest rates,inflationary pressures and competitor actions.Supply chain andlogistics challenges have begun to ease,leading to increased production,which could result in a gradual increase in incentive activity as the year progresses.We expect pricin

295、g performance on our new and refreshed vehicles to partially offset this headwind.U.S.dealer inventories remained flat compared toDecember 2022 as we matched supply with demand and proactively planned some downtime at our facilities.In January 2023,we announced our intention to implement a cost redu

296、ction program to reduce fixed costs by$2.0 billion on an annual run rate basis by2024.In March 2023,we took the initial steps and announced performance-based exits and a VSP in an effort to accelerate attrition,which we believe willresult in approximately$1.0 billion towards this target on an annual

297、 run rate basis.In addition to people costs,we expect the remaining$1.0 billion willcome from reducing complexity across the vehicle portfolio and throughout the business,prioritizing growth initiatives and reducing overhead anddiscretionary costs.Refer to the Consolidated Results and regional analy

298、sis sections of this MD&A for additional information.We also face continuing market,operating and regulatory challenges in several countries across the globe due to,among other factors,competitivepressures,our product portfolio offerings,heightened emission standards,potentially weakening economic c

299、onditions,labor disruptions,foreign exchangevolatility,evolving trade policy and political uncertainty.Refer to Part I,Item 1A.Risk Factors of our 2022 Form 10-K for a discussion of these challenges.As we continue to assess our performance and the needs of our evolving business,additional restructur

300、ing 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.On August 16,2022,the Inflation Reduction Act of 2022(the Act)was signed into law.The Act modified climate and clean

301、energy tax provisions,including the consumer credit for EV purchases,and added new corporate tax credits for commercial EV purchases and investments in clean energyproduction,supply chains and manufacturing facilities.We expect to generate credits from our production of battery components and commer

302、cial EV taxcredits that will increase net income and impact income tax cash payments.We also expect to benefit from the Act through lower raw material costs.Whilewaiting on pending Department of Treasury regulatory guidance,we are continuing to evaluate the ultimate impact of the tax credits on our

303、financial results,including our net earnings and cash flow.For the year ending December 31,2023,we expect Net income attributable to stockholders of between$8.4 billion and$9.9 billion,EBIT-adjusted ofbetween$11.0 billion and$13.0 billion,EPS-diluted of between$5.83 and$6.83 and EPS-diluted-adjusted

304、 of between$6.35 and$7.35.We do not considerthe potential impact of future adjustments on our expected financial results.28Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe following table reconciles expected Net income attributable to stockholders under U.S.GAAP to expected EBIT-adjusted(

305、dollars in billions):Year Ending December 31,2023Net income attributable to stockholders$8.4-9.9Income tax expense1.5-2.0Automotive interest expense,net0.1Adjustments(a)1.0EBIT-adjusted$11.0-13.0_(a)Refer to the reconciliation of Net income attributable to stockholders under U.S.GAAP to EBIT-adjuste

306、d within the MD&A for the details of each individualadjustment.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 31,2023Diluted earni

307、ngs per common share$5.83-6.83Adjustments(a)0.52EPS-diluted-adjusted$6.35-7.35_(a)Refer to the reconciliation of diluted earnings per common share under U.S.GAAP to EPS-diluted-adjusted within the MD&A for the details of each individualadjustment.We do not consider the potential future impact of adj

308、ustments on our expected financial results.GMNA Industry sales in North America were 4.5 million units in the three months ended March 31,2023,representing an increase of 9.2%compared tothe corresponding period in 2022.U.S.industry sales were 3.7 million units in the three months ended March 31,2023

309、,representing an increase of 8.3%compared to the corresponding period in 2022.Our total vehicle sales in the U.S.,our largest market in North America,were 0.6 million units for market share of 16.4%in the three months endedMarch 31,2023,representing an increase of 1.3 percentage points compared to t

310、he corresponding period in 2022.We expect to sustain relatively strong EBIT-adjusted margins in 2023 on the continued strength of vehicle pricing and healthy U.S.industry demand,partially offset by elevated costs associated with commodities,raw materials and logistics.Our outlook is dependent on the

311、 pricing environment,continuingimprovement of supply chain availability and overall economic conditions.As a result of supply chain disruptions,we experienced interruptions to ourplanned production schedules and continue to prioritize production of our most popular and in-demand products,including o

312、ur full-size trucks,full-sizeSUVs and EVs.In 2023,our collective bargaining agreements with the International Union,United Automobile,Aerospace and Agricultural Implement Workers ofAmerica(UAW)in the United States and Unifor in Canada,as well as collective bargaining agreements in Mexico,will expire

313、,which will requirenegotiation of new agreements.Refer to Part I,Item 1A.Risk Factors of our 2022 Form 10-K for a discussion of the risks related to any significantdisruption at our manufacturing facilities.GMI Industry sales in China were 5.2 million units in the three months ended March 31,2023,re

314、presenting a decrease of 10.3%compared to thecorresponding period in 2022.Our total vehicle sales in China were 0.5 million units for market share of 9.0%in the three months ended March 31,2023,representing a decrease of 1.7 percentage points compared to the corresponding period in 2022.The ongoing

315、supply chain disruptions,global macro-economic impact and geopolitical tensions continue to place pressure on Chinas automotive industry and our vehicle sales in China.Our Automotive ChinaJVs generated equity income of$0.1 billion in the three months ended March 31,2023.Although price competition,hi

316、gher costs associated withcommodities and raw materials and a more challenging regulatory environment related to emissions,fuel consumption and new energy vehicles will placepressure on our operations in China,we will continue to build upon our strong brands,network,and partnerships in China as well

317、 as drive improvements invehicle mix and cost.Outside of China,industry sales were 6.4 million units in the three months ended March 31,2023,representing an increase of 5.7%compared to thecorresponding period in 2022.Our total vehicle sales outside of China were 0.2 million units for a market share

318、of 3.4%in the three months ended March31,2023,representing a decrease of 0.2 percentage points compared to the corresponding period in 2022.29Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCruise Gated by safety and regulation,Cruise continues to make significant progress towards commercial

319、ization of a network of on-demand AVs.In2021,Cruise received a driverless test permit from the California Public Utilities Commission(CPUC)to provide unpaid rides to the public in driverlessvehicles and received approval of its Autonomous Vehicle Deployment Permit from the California Department of M

320、otor Vehicles to commercially deploydriverless AVs.In June 2022,Cruise received the first ever Driverless Deployment Permit granted by the CPUC,which allows them to charge a fare for thedriverless rides they are providing to members of the public in certain parts of San Francisco.Additionally,in Sep

321、tember 2022,Cruise acquired regulatorypermits to operate driverless ride hail services in Phoenix,Arizona and began pursuing ride hail operations in Austin,Texas.GM and Cruise are alsoawaiting a decision on an exemption petition that was filed with NHTSA seeking regulatory approval for the deploymen

322、t of the Cruise Origin.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 whic

323、h 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 consistsof sales to GMs dealers and distributors as well as sales to the U.S.Government and excludes vehicles sold by our joint

324、 ventures.Wholesale vehicle salesdata correlates to our revenue recognized from the sale of vehicles,which is the largest component of Automotive net sales and revenue.In the three monthsended March 31,2023,28.4%of our wholesale vehicle sales volume was generated outside the U.S.The following table

325、summarizes wholesale vehiclesales by automotive segment(vehicles in thousands):Three Months EndedMarch 31,2023March 31,2022GMNA723 83.7%694 83.5%GMI141 16.3%137 16.5%Total864 100.0%831 100.0%Total vehicle sales data represents:(1)retail sales(i.e.,sales to consumers who purchase new vehicles from de

326、alers or distributors);(2)fleet sales(i.e.,sales to large and small businesses,governments,and daily rental car companies);and(3)certain vehicles used by dealers in their business.Total vehiclesales data includes all sales by joint ventures on a total vehicle basis,not based on our percentage owners

327、hip interest in the joint venture.Certain jointventure agreements in China allow for the contractual right to report vehicle sales of non-GM trademarked vehicles by those joint ventures,which areincluded in the total vehicle sales we report for China.While total vehicle sales data does not correlate

328、 directly to the revenue we recognize during aparticular period,we believe it is indicative of the underlying demand for our vehicles.Total vehicle sales data represents managements good faith estimatebased on sales reported by GMs dealers,distributors,and joint ventures,commercially available data

329、sources such as registration and insurance data,andinternal estimates and forecasts when other data is not available.30Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe following table summarizes industry and GM total vehicle sales and our related competitive position by geographic region(

330、vehicles in thousands):Three Months Ended March 31,2023March 31,2022 IndustryGMMarket ShareIndustryGMMarket ShareNorth AmericaUnited States3,684 603 16.4%3,402 513 15.1%Other786 103 13.2%693 88 12.7%Total North America4,470 707 15.8%4,095 601 14.7%Asia/Pacific,Middle East and AfricaChina(a)5,154 462

331、 9.0%5,745 613 10.7%Other5,547 110 2.0%5,260 123 2.3%Total Asia/Pacific,Middle East and Africa10,701 572 5.3%11,005 736 6.7%South AmericaBrazil471 71 15.1%405 50 12.4%Other380 34 9.0%389 40 10.3%Total South America852 105 12.4%795 90 11.3%Total in GM markets16,023 1,384 8.6%15,895 1,427 9.0%Total Eu

332、rope4,012%3,461 1%Total Worldwide(b)(c)20,035 1,384 6.9%19,357 1,427 7.4%United StatesCars719 61 8.4%672 47 7.0%Trucks993 297 29.9%904 287 31.8%Crossovers1,972 246 12.5%1,826 179 9.8%Total United States3,684 603 16.4%3,402 513 15.1%China(a)SGMS173 263 SGMW289 350 Total China5,154 462 9.0%5,745 613 1

333、0.7%_(a)Includes sales by the Automotive China JVs:SAIC General Motors Sales Co.,Ltd.(SGMS)and SAIC GM Wuling Automobile Co.,Ltd.(SGMW).(b)Cuba,Iran,North Korea,Sudan and Syria are subject to broad economic sanctions.Accordingly,these countries are excluded from industry sales data andcorresponding calculation of market share.(c)As of March 2022,GM is no longer importing vehicles or parts to Russi