GM 10-K & 10-Q changes, risk factors and insider trading

If we do not deliver new products, services, technologiestechnologies, and customer experiences in response to increased competition and changing consumer needs and preferences, our business could suffer. We believe that the automotive industry will continue to experience significant change in the coming years, particularly as traditional automotive original equipment manufacturers (OEMs) continue to shift resources and strategies in response to changes in the developmentregulatory oflandscape EVs.and evolving consumer preferences. In addition to our traditional competitors, we must also be responsive to the entrance of start-ups and other non-traditional competitors in the automotive industry, such as software and ridesharing services supported by large technology companies. These new competitors, as well as established industry participants, are disrupting the historic business model of our industry through the introduction of new technologies, products, services, direct-to-consumer sales channels, methods of transportationtransportation, and vehicle ownership. To successfully execute our long-term strategy, we must continue to develop and commercialize new products and services, including products and services that are outside of our historically core ICE business, such as EVs and AVs,AV capabilities, software-enabled connected services, future features and services based on artificial intelligenceAI, and other new businesses.

There can be no assurance that advances in technology will occur in a timely or feasible way, if at all, that others will not acquire similar or superior technologies sooner than we do, or that we will acquire technologies on an exclusive basis or at a significant price advantage. The process of designing and developing new technology, productsproducts, and services is costly and uncertain and requires extensive capital investment. If our access to capital were to become significantly constrained, if costs of capital increased significantly, or if our ability to raise capital is challenged relative to our peers, our ability to execute on our strategic plans could be adversely affected. Similarly, our ability to execute on our strategic plans could also be adversely affected if we are unable to successfully integrate new technology, including AI, in a timely, cost-effective, compliant, and reasonable manner, or if the methods and processes we use to develop, deploy, or otherwise use such new technology are found to not be in compliance with rapidly evolving regulatory standards. Further, if we are unable to prevent or effectively remedy errors, bugs, vulnerabilitiesvulnerabilities, or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not adequately prepare for and respond to new kinds of technological innovations, market developmentsdevelopments, and changing customer needs and preferences, our sales, profitabilityprofitability, and long-term competitiveness may be materially harmed.

Our ability to attract and retain talented and highly skilled employees is critical to our success and competitiveness. Attracting and retaining employees who are highly skilled in their areas is critical to thriving in an increasingly competitive landscape. In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and complexcomplex, and our success in this area is dependent upon our ability to retain and recruit the best talent. The market for highly skilled workers and leaders in our industry is extremely competitive. In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations, such as embracing sustainability and inclusion initiatives.considerations. Failure to attract, hire, develop, motivatemotivate, and retain highly qualified employees could disrupt our operations and adversely affect our strategic plans.

Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle models, including EVs,models that are able to attract a sufficient number of consumers. We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features, at decreasing price points, designed to meet rapidly evolving consumer expectations. Producing new and improved vehicle models, including EVs, that preserve our reputation for designing, buildingbuilding, and selling safe, high-quality cars, crossovers, truckstrucks, and SUVs is critical to our long-term profitability. Successful launches of our new vehicles are critical to our short-term profitability. The new vehicle development process can take two years or more, and a number of factors may lengthen that time period. Because of this product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, technological innovations, fuel prices, general economic conditions, regulatory developments, including tax credits or other government policies in various countries, transportation infrastructure and changes in quality, safety, reliabilityreliability, and styling demands and preferences, an initial product concept or design may not result in a saleable vehicle or a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable. Our high proportion of fixed costs, both due to our significant investment in property, plantplant, and equipment as well as other requirements of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.

Our long-term EV strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and profitable sale of EVs hasis become increasinglyan important topart of our long-term business as we continue our transition to an all-electric future.strategy. Our EV strategy is dependent on our ability to (i1) deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands; (ii2) scale our EV manufacturing capabilities relative to consumer demand; (iii3) reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs; (iv4) increase vehicle range and the rate of charge and energy density of our batteries; (v5) efficiently source sufficient materials for the manufacture of battery cells; (vi6) license and monetize our proprietary platforms and related innovations; (vii7) successfully invest in new technologies relative to our peers; (viii8) develop new software and services; and (ix9) leverage our scale, manufacturing capabilitiescapabilities, and synergies with existing ICE vehicles.vehicles relative to consumer demand. Our progress towards these objectives has impacted, and may continue to impact, the need to record losses on our EV-related inventory, including battery cells. If we are unable to successfully deliver on our EV strategy, it could materially and adversely affect our results of operations, financial conditioncondition, and growth prospects, and could negatively impact our brand and reputation.

The success of our long-term EV strategy is dependent on consumer adoption of EVs. Consumer adoption of EVs has been slower than anticipated,anticipated andin light of recent U.S. Government policy changes, including the termination of certain consumer tax incentives for EV purchases. EV demand has been andand, in the future could bebe, impacted by numerous additional factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performanceperformance, and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the success of the Company'sour charging infrastructure programs and strategic joint ventures and other relationships; cost and availability of high fuel-economy ICE vehicles; volatility in energy prices due to increased demand and investments to support electrification efforts; volatility, or a sustained decrease, in the cost of petroleum-based fuel; failurelack of investments by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater availability of EV charging stations, and tolack provideof meaningful and fully utilizable economic incentives promoting the adoption of EVs, including production and consumer credits contemplated by the Inflation Reduction Act (IRA)EVs; and negative feedback from stakeholders impacting investor and consumer confidence in our companyCompany or industry. For example, in light of the recent U.S. Government policy changes, we have reassessed our EV capacity and manufacturing footprint and completed a strategic realignment to expected consumer demand, and have recorded charges of $1.6 and $6.0 billion in the three months ended September 30, 2025 and December 31, 2025. For the year ended December 31, 2025, we recorded total charges in GMNA of $7.9 billion. If industry-wide adoption rates continue to be lower than anticipated,slow, we may need to take additional portfolio actions to better match the consumer pace of EV adoption, such as not fully utilizing or reducing the capacity of our existing or future plants or reducing production hours or shifts, and we may become subject to claims by suppliers as a result of such actions. We may be unable to successfully deliver on our EV strategy, which could materially and adversely affect our results of operations, financial conditioncondition, and growth prospects, and could negatively impact our brand and reputation.

Our near-term profitability is dependent upon the success of our current line of ICE vehicles, particularly our full-size ICE SUVs and full-size ICE pickup trucks. While we offer a broad portfolio of cars, crossovers, SUVsSUVs, and trucks, andalong we have announced significant plans to design, build and sellwith a strategic portfolio of EVs, we currently recognize the highest profit margins on our full-size ICE SUVs and full-size ICE pickup trucks. As a result, our near-term success is dependent upon our ability to sell higher margin vehicles in sufficient volumes. We are also using the cash generated by our current ICE vehicles to fund our growth strategy, including with respect to EVsthe continued development of next-generation ICE vehicles, EVs, autonomous and AVs.ADAS technologies, and software-enabled services. Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability (such as related to the ongoing conflicts in Eastern Europe and the Middle Eastglobally), concerns about fuel consumption or GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles. More stringent fuel economy regulations could also impact our ability to sell these vehicles or could result in additional costs associated with these vehicles, which could be material. See “Our operations and products are subject to extensive laws, regulationsregulations, and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.”

We operate in a highly competitive industry that has historically had excess manufacturing capacity, and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market shareshare, and operatingresults results.of operations. The global automotive industry is highly competitive in terms of the quality, innovation, new technologies, pricing, fuel economy, reliability, safety, customer serviceservice, and financial services offered. Additionally, despite the fact that OEMs have experienced supply constraints in recent years due to the COVID-19 pandemic and certain supply chain and logistics challenges, overall manufacturing capacity in the automotive industry has historically far exceeded demand. Supply chain and logistics challenges may occur as a result of geopolitical and/or policy actions. InOur addition, we have made,ICE and planelectric to continue to make, significant investments in EV manufacturing capacity based on our expectations for long-term EV demand, which is subject to various risks and uncertainties as described above. Our transition to EVs willvehicles also require developing a more resilient, scalablescalable, and sustainable North American-focused EV supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain. These EV-related agreements may require us to hold higher than normalhigher-than-normal levels of EV raw materials inventory and to make long-term commitments to purchase raw materials. Expected demand for these raw materials currently exceeds the North American capacity of the existing supply chain. If we are not successful in developing our North AmericaAmerican supply chain, our operatingresults resultsof operations and profitability could be negatively impacted.

Many manufacturers, including GM, have relatively high fixed labor costs as well as limitations on their ability to efficiently close facilities and reduce fixed costs, including as a result of collective bargaining agreements. In light of any excess capacity and high fixed costs, many industry participants have attempted to sell more vehicles by providing subsidized financing or leasing programs, offering marketing incentivesincentives, or reducing vehicle prices. As a result, we have had, and may in the future need, to offer similar incentives, which may result in vehicle prices that do not offset our costs, including any cost increases or the impact of adverse currency fluctuations,fluctuations or tariffs, which could affect our profitability. Our competitors may also seek to benefit from economies of scale by consolidating or entering into other strategic agreements such as alliances or joint ventures intended to enhance their competitiveness.

Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key emerging markets and have begun offering their products in established markets, as well as a low-cost alternativealternatives to established entry-level automobiles. These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market shareshare, and operatingresults resultsof operations in these markets. In addition, foreign governments may decide to implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers, including GM and its joint venture partners. Similarly,Introduction theor potential impositionmodification of import tariffs or tariff-related measures may lead to further challenges for GM and itsour jointglobal venture partners.business.

We recently announced plans to refocusrefocused our AV strategy on personal vehicles and the execution of this strategy is dependent upon our ability to successfully mitigate unique technological, operationaloperational, regulatory, and regulatorycompetitive risks. Cruise Holdings, our majority-ownedwholly-owned subsidiary, hashad been pursuing the development and commercialization of AV technology for deployment in a robotaxi application. In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work. WeIn areFebruary pursuing the acquisition of the noncontrolling interests in Cruise, and as of December 31, 2024,2025, we ownedacquired about 97% of Cruise. Following the acquisition of the noncontrolling interests and subject to approvalall of the Cruise Boardequity ofinterests Directors,held by noncontrolling shareholders. Following this acquisition, we expectwound to work withdown the Cruise leadership team to restructure Cruise'srobotaxi operations and combinecombined the GM and Cruise ongoing personal autonomous technical efforts to build on the success of Super Cruise,in our ADASGMNA technology, and prioritize the development of ADAS on a path to fully autonomous personal vehicles.segment. While we expect our refocused AV strategy to be less capital intensive than the Cruise robotaxi plan, we expect that our AV and ADAS development activities will continue to require significant capital investments and remain subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware; attract and retain key software talent with expertise in artificial intelligenceAI and machine learning; access to sufficient capital; access high-quality data to train the AI models deployed in our AV and ADAS technologies; and respond to significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to AV technologies than we do. In addition, we face risks related to the commercial deployment of AVs, including consumer acceptance, reputation of our brand, achievement of adequate safety and other performance standardsstandards, and compliance with uncertain, evolvingevolving, and potentially conflicting federal, state, provincialprovincial, or local regulations. Advanced technologies such as AVsAVs, present novel issues with which domestic and foreign regulators have only limited experience, and will be subject to evolving regulatory frameworks. Any current or future regulations in these areas, and our relationships with regulators, could impede the successful commercialization of these technologies and impact whether and how these technologies are designed and integrated into our products, and may ultimately subject us to increased costs and uncertainty. To the extent accidents, cybersecurity breachesbreaches, or other adverse events associated with our autonomous driving systems occur, we could be subject to liability, reputational harm, government scrutinyscrutiny, and further regulation, and it could deter consumer adoption of AV and ADAS technology. Any of the foregoing could materially and adversely affect our results of operations, financial conditioncondition, and growth prospects.

We are subject to risks associated with climate change, including increasedevolving regulation of GHG emissions,emissions and changing consumer preferences and other risks related to our transition to EVsdemand, and the potential increased impacts of severe weather events on our operations and infrastructure. Increasing attentionAttention to climate change, rising societal expectations on companies to address climate change, requirements for increased disclosuredisclosure, and changes in consumer and investor preferences may result in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements, risks to our reputationreputation, and the potential for increased litigation and governmental investigations. RegulationsDespite recent actions taken by the U.S. federal government to reduce the stringency of emissions and fuel economy regulations, we expect such regulations at the federal, statestate, or local level or in international jurisdictions to continue to evolve and, in the future, such regulations could require us to further limit emissions associated with customer use of products we sell, change our manufacturing processes or product portfolioportfolio, or undertake other activities that may require us to incur additional expense, including the purchase of emissions credits or the payment of penalties, which may be material. In addition, the reduction in the stringency of emissions regulations has slowed and may continue to slow consumer demand for EVs in North America. These requirements may increase the cost of, and/or diminish demand for, our ICE vehicles. See “Our operations and products are subject to extensive laws, regulationsregulations, and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” In addition, at the state and federal level in the U.S. and abroad there are an increasing number ofabroad, sustainability-related rules and regulations thatare havefacing beenlegal adopted or proposed.scrutiny. Such regulations aremay expectedcause disclosure requirements to subject us to new disclosure requirements, new supply chain requirements, new trade restrictionsshift and increasedmay increase the risk of litigation or regulatory action, which are expected towould result in increased costs (in our operations and supply chain), as well as risks to our reputation or consumer demand for our products if we do not meet increasingly demanding stakeholder expectations and standards. Furthermore, our practices may beare judged against sustainability standards that are continually evolving and not always clear. Prevailing sustainability standards, expectations and regulations may also reflect contrasting or conflicting values or agendas.

Part of our strategy to address these risks includes the continued scaling of EVs,EVs in line with consumer demand, which presents additional risks, including reduced demand for, and therefore profits from, our ICE vehicles, which we are currently using to fund our growth strategy and transition to EVs; higher costs or reduced availability of materials related to EV technologies, whether as a result of increased competition or more stringent regulatory requirements, impacting profitability, particularly with respect to batteries and battery raw material; risks related to the success of our EV strategy, particularly with respect to advancement of battery cell technology, charging infrastructure and competition; and uncertainty over treatment of EVs in vehicle emission standards.risks. See “Our long-term EV strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs” and “Our near-term profitability is dependent upon the success of our current line of vehicles, particularly our full-size ICE SUVs and full-size ICE pickup trucks.”

Finally,In addition, increased intensity, frequencyfrequency, or duration of storms, droughts, wildfireswildfires, or other severe weather events as a result of climate change may disrupt our production and the production, logistics, costcost, and procurement of products from our suppliers, timely delivery of vehicles to customers and operations of our dealers, and could negatively impact working conditions at our plants and those of our suppliers and dealers. Such weather events may also adversely impact the financial condition of our customers, and thereby reduce demand for our products and services. Any of the foregoing could have a material adverse effect on our financial condition and results of operations.

Our business is highly dependent upon global automobile market sales volume, which can be volatile. Because we have a high proportion of relatively fixed structural costs, small changes in sales volume can have a disproportionately large effect on our profitability. A number of economic and market conditions drive changes in new vehicle sales, including disruptions in the new vehicle supply chain, the availability and prices of used vehicles, levels of unemployment and inflation, availability of affordable financing, elevated interest rates, fluctuations in the cost of fuel, consumer confidence and demand for vehicles, political unrest or uncertainty, the occurrence of a public health crisis, barriers to tradetrade, and other global economic conditions. For a discussion of economic and market trends, see the "Overview" section in Part II, Item 7. MD&A. If our operating environment deteriorates for these or other reasons, including a moderate to severe recession in any of the markets in which we operate, it could lead to a significant decrease in new vehicle sales, which could materially and adversely affect our results of operations and financial condition.

Inflationary pressures and persistently high prices and uncertain availability of commodities, raw materialsmaterials, or other inputs used by us and our suppliers, or instability in logistics and related costs, could negatively impact our profitability. Increases in prices, including as a result of inflation and rising interest rates, for commodities, raw materials, energyenergy, or other inputs that we and our suppliers use in manufacturing products, systems, componentscomponents, and parts, such as steel, precious metals, non-ferrous metals, critical mineralsminerals, or other similar raw materials, or electrical subcomponents, including transistors, diodes, and other semiconductors, or increases in logistics and related costs, have led and may continue to lead to higher production costs for parts, componentscomponents, and vehicles. In addition, elevated cost, or reduced availability, of critical materials for our EV propulsion systems, including lithium, nickel, cobaltcobalt, and certain rare earth metals, couldmay lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy. Further, increasing global demand for, and uncertain supply of, such materials could disrupt our or our suppliers’ ability to obtain such materials in a timely manner and/or could lead to increased costs. Geopolitical risk, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollardollar, and other economic, regulatoryregulatory, and political factors have created and may continue to create pricing pressure for commodities, raw materials, energyenergy, and other inputs. These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.

Our business in China subjects us to unique operational, competitivecompetitive, regulatory, and regulatoryeconomic risks. Our business in China is subject to aggressive competition from many of the largest global manufacturers and numerous domestic manufacturers, which have experienced significant growth in customer acceptance, as well as non-traditional market participants, such as domestic technology companies. Over the last several years, this intense competition and an increasingly challenging operating environment negatively impacted the profitability of our operations in China, our China JVs' ability to grow vehicle sales in ChinaChina, and our ability to generate sustainable equity income from our China JVs. As a result,result of certain restructuring actions previously announced in December 2024, our Board of Directors determined there to be a material loss in value of our investments in certain of the China JVs. Updated business forecasts and recent restructuring actions to address continuing market challenges and competitive conditions have indicated that the loss in value is other-than-temporary for our equity interests in SAIC General Motors Corporation Limited (SGM), certain SGM subsidiaries and SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC). As a result, we recorded an other-than-temporary impairment of our equity interests of $2.4$2.1 billion and additional equity losses of $2.0 billion in the year ended December 31, 2024.2024, Weand alsowe recorded additional equity lossescharges of $2.0$0.6 billion resulting from the implementation of these restructuring actions, which includes plant closures and portfolio optimization, in the year ended December 31, 2024. These charges are non-cash in nature.2025. We expect SAIC General Motors Corp., Ltd. (SGM) will likely incur additional restructuring charges in 2025.2026. We cannot guarantee that the restructuring actions will be successful in our China JVs achieving long-term profitability or that additional, material restructuring actions will not be required.

In addition, our success in China depends upon our ability to adequately address unique market and consumer preferences driven by advancements related to EVs, infotainment, software-enabled connected servicesservices, and other new technologies while achieving affordability. Our ability to fully deploy our technologies in China may be impacted by evolving laws and regulations in the U.S. and China and the unique regulatory landscape in China. Increased competition, continued U.S.-China trade tensions, weakening economic conditions in China or China's level of integration with key components inof our global supply chain, among other factors, may result in cost increases, price reductions, reduced sales, profitabilityprofitability, and margins, and challenges to gaining or holding market share.

We benefit from many ongoing joint ventures and other strategic business relationships, particularly with respect to manufacturing EV battery cells and facilitating access to raw materials necessary for the production of EVs, and a significant amount of our operations are conducted by joint ventures, which we cannot operate solely for our benefit.benefit and over which we may have limited control. We are engaged in many strategic business relationships, and we expect that such arrangements will continue to be an important factor in the growth and success of our business, particularly in light of industry consolidation. However, there are no assurances that we will be able to identify or secure suitable business relationships in the future or that our competitors will not capitalize on such opportunities before we do, or that any strategic business relationships that we enter into will be successful. If we are unable to successfully source and execute on strategic business relationships in the future, our overall growth could be impaired, and our business, prospectsprospects, and results of operations could be materially adversely affected. In particular, to secure critical materials for the production of EVs, we have entered, and plan to continue to enter, into offtake agreements with raw material suppliers and make investments in certain raw material suppliers. The terms of these offtake agreements may obligate us to purchase defined quantities of output over a specified period of time, subject to certain conditions. If we are unable to utilize or otherwise monetize the raw materials we are obligated to purchase under these offtake agreements, whether as a result of lower than expected EV production volumes, lower than expected rates of consumer adoption, changes in battery technology that reduce the need for certain raw materialsmaterials, or other reasons, it could materially adversely affect our cash flows and increase our inventory. Further, our investments in raw materials suppliers could expose us to distinct risks not traditionally associated with the automotive sector, and if the raw materials suppliers in which we have invested are unsuccessful, our investments could lose their value.

In addition, many of our operations, primarily in China and Korea as well as certain of our battery manufacturing and raw material sourcing operations in the U.S. and Canada, are carried out by joint ventures. Our primary joint venture agreement for our China JVs expires in 2027, and we expectare to shortly beginin negotiations with our partner for a new agreement. In joint ventures, we share ownership and management of a company with one or more parties who may not have the same goals, strategies, priorities, business incentivesincentives, or resources as we do and may compete with us outside the joint venture. Joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information and making decisions that must further take into consideration our partners' interests. In joint ventures, we are required to foster our relationships with our co-owners as well as promote the overall success of the joint venture, and if a co-owner changes, relationships deteriorate or strategic objectives diverge, our success in the joint venture may be materially adversely affected. Further, because most of the benefits from a successful joint venture are shared among the co-owners, we do not receive all the benefits from our successful joint ventures.

In addition, because we share ownership and management with one or more parties, we may have limited control over the actions of a joint venture, particularly when we own a minority interest. As a result, we may be unable to prevent violations of applicable laws or other misconduct by a joint venture, adverse human rights or other impactsimpacts, or the failure to satisfy contractual obligations by one or more parties. Moreover, a joint venture may not be subject to the same financial reporting, corporate governancegovernance, or compliance approaches that we follow. To the extent another party makes decisions that negatively impact the joint venture or internal control issues arise within the joint venture, we may have to take responsive actions, or we may be subject to penalties, finesfines, or other punitive actions or suffer reputational harm for these activities.

The international scale and footprint of our operations expose us to additional risks. We manufacture, sellsell, and service products globally and rely upon an integrated global supply chain to deliver the raw materials, components, systemssystems, and parts that we need to manufacture our products. Our global operations subject us to extensive domestic and foreign legal and regulatory requirements, and a variety of other political, economiceconomic, and regulatory risks, which may have a material adverse effect on our financial condition or results of operations, including: (1) changes in government leadership; (2) changes in trade compliance, labor, employment, tax, privacy, environmentalenvironmental, and other laws, regulationsregulations, or government policies impacting our overall business model or practices or restricting our ability to manufacture, purchasepurchase, or sell products consistent with market demand and our business objectives; (3) political pressures to change any aspect of our business model or practices or that impair our ability to source raw materials, services, components, systemssystems, and parts, or manufacture products on competitive terms in a manner consistent with our business objectives (including with respect to full utilization of the incentives contemplated by the IRA); (4) political uncertainty, instability, civil unrest, government controls over certain sectorssectors, or human rights concerns; (5) political and economic tensions between governments and changes in international economic policies, including restrictions on the repatriation of dividends or in the export of technology, especially between China and the U.S.; (6) changes to customs requirements or procedures (e.g., inspections) or new or higher tariffs, for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets; (7) new or evolving non-tariff barriers or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or impediments to implementing free trade agreements, or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign currency exchange rates and interest rates; (9) economic downturns or significant changes in macroeconomic conditions in the countries in which we operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions, EVs and AVs, connected servicesservices, and safety; (11) impact of changes to and compliance with U.S. and foreign countries’ export controls, economic sanctions, import controls, foreign investmentinvestment, and other similar measures; (12) impacts on our operations or liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, agreements, requirementsrequirements, and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crisescrises, and other catastrophic events.

Any significant disruption at one of our manufacturing facilities could disrupt our production schedule. We assemble vehicles at various facilities around the world. Our facilities are typically designed to produce particular models for particular geographic markets. No single facility is designed to manufacture our full range of vehicles. In some cases, certain facilities produce products, systems, componentscomponents, and parts that disproportionately contribute a greater degree to our profitability than others and create significant interdependencies among manufacturing facilities around the world. When these or other facilities become unavailable, either temporarily or permanently and for any number of reasons, including labor disruptions or shortages, supply chain disruptions, the occurrence of a public health crisiscrisis, or catastrophic weather events, whether or not as a result of climate change, the inability to manufacture at the affected facility has resulted, and may in the future result, in harm to our reputation, increased costs, lower revenuesrevenues, and the loss of customers. We may not be able to easily shift production to other facilities or to make up for lost production. Any new facility needed to replace an inoperable manufacturing facility would need to comply with the necessary regulatory requirements and applicable labor agreements, need to satisfy our specialized manufacturing requirementsrequirements, and require specialized equipment.

In addition, substantially all of our hourly employees are represented by unions and covered by collective bargaining agreements that must be negotiated from time-to-time, including at the local facility level. As a result, we may be subject to an increased risk of strikes, work stoppagesstoppages, or other types of conflicts with labor unions and employees.

Disruption in our suppliers’ operations have disrupted, and could in the future disrupt, our production schedule. Our automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw materialsmaterials, and parts that we need to manufacture our products. Other than with respect to certain of our offtake agreements with battery raw material suppliers, our use of “just-in-time” manufacturing processes typically allows us to maintain minimal inventory. As a result, our ability to maintain production is dependent upon our suppliers delivering sufficient quantities of systems, components, raw materialsmaterials, and parts on time to meet our production schedules and specifications. In some instances, we purchase systems, components, raw materialsmaterials, and parts that are ultimately derived from a single source and may be at an increased risk for supply disruptions. Any number of factors, including labor disruptions, catastrophic weather events, the occurrence of a public health crisis, contractual or other disputes, unfavorable economic or industry conditions, geopolitical conflicts, restrictions on transactions involving certain territories, entities or individuals, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin vehicles. When we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule caused by an unexpected shortage of systems, components, raw materialsmaterials, or parts even for a relatively short period of time could cause us to alter production schedules, increase work-in-process inventory or suspend production entirely, which could cause a loss of revenues or an increase in working capital, which would adversely affect our profitabilityprofitability, results of operations, and financial condition.

Pandemics, epidemics, disease outbreaksoutbreaks, and other public health crises have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidityliquidity, and results of operations. Pandemics, epidemicsepidemics, or disease outbreaks in the U.S. or globally, such as the COVID-19 pandemic, have previously disrupted, and may in the future disrupt, our business, which could materially affect our results of operations, financial condition, liquidityliquidity, and future expectations. Any such events may adversely impact our global supply chain and global manufacturing operations and cause us to suspend our operations in the affected markets. In particular, we could experience, among other things: (1) continued or additional global supply disruptions; (2) labor disruptions or shortages; (3) an inability to manufacture; (4) an inability to sell to our customers; (5) a decline in showroom traffic and customer demand; (6) customer defaults on automobile loans and leases; (7) lower than expected pricing on vehicles sold at auction; and (8) an impaired ability to access credit and the capital markets. Any new public health crisis could have a material impact on our business, financial conditioncondition, and results of operations going forward.

Risks related to our intellectual property, cybersecurity, information technologytechnology, and data management practices

Competitors may independently develop products and services similar to ours, and there are no guarantees that GM’s intellectual property rights would prevent competitors from independently developing or selling those products and services. There may be instances where, notwithstanding our intellectual property position, competitive products or services may impact the value of our brands and other intangible assets, and our business may be adversely affected. Moreover, although GM takes reasonable steps to maintain the confidentiality of GM proprietary information, there can be no assurance that such efforts will completely deter or prevent misappropriation or improper use of our intellectual property. We sometimes face attempts to gain unauthorized access to our information technology networks and systems for the purpose of improperly acquiring our trade secrets or confidential business information.information, and may face increased such risk from the rapid evolution and adoption of AI. The theft or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could adversely affect our competitive position. In addition, we have been, and in the future may be, the target of patent enforcement actions by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. Although we have taken steps to mitigate such risks, if we are found to have infringed any third-party intellectual property rights, we could be required to pay substantial damages, or we could be enjoined from offering some of our products and services. In addition, to prevent unauthorized use of our intellectual property, it may be necessary to prosecute actions for infringement, misappropriationmisappropriation, or other violations of our intellectual property against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance that we will be successful in any such action.

Security breaches, cyberattackscyberattacks, and other disruptions to information technology systems and networked products, including connected vehicles, owned or maintained by us, GM Financial, service providers, such as data processors, or third parties, such as vendors or suppliers, could interferematerially withcompromise our operations and/or could compromise the confidentiality of privatesensitive customer data or ourand proprietary information. We rely upon information technology systems and manufacture networked and connected products, some of which are managed by third parties, to collect, process, transmit, use, protectprotect, and store electronic information and to manage or support a variety of our business processes, activitiesactivities, and products. Additionally, we and GM Financial collect, process, transmit, use, protectprotect, and store confidential data, including intellectual property and proprietary business information (including that of our dealers and suppliers), as well as personally identifiable information of our respective customers and employees, in data centers and on information technology networks (including networks that may beare controlled or maintained by third parties). The secure operation of these systems and products, and the processing and maintenance of the information processed by these systems and products, is critical to our business operations and strategy. Further, customers using our systems rely on the security of our infrastructure, including hardware and other elements provided by third parties, to ensure the reliability of our products and the protection of their data. We also face the risk of operational disruption, failure, terminationtermination, or capacity constraints of any of the service providers or third parties that facilitate our business activities, including vendors, suppliers, customers, counterparties, exchanges, clearing agents, clearinghousesclearinghouses, or other financial intermediaries. Such parties and other third parties who provide us with services or with whom we communicate could also be the source of a cyberattack on, or breach of, our or a provider's operational systems, network, datadata, or infrastructure. In addition, we regularly identify and track known security vulnerabilities. We are unable to comprehensively apply patches or mitigate all such vulnerabilities before they may be exploited by a threat actor. We have also acquired and in the future may acquire companies with vulnerabilities or unsophisticated security measures, which exposes us to potentially significant cybersecurity risks.

Despite our and our third-party providers' security measures and business continuity plans, our information technology systems and networked and connected products may beare vulnerable to intrusions, damage, disruptionsdisruptions, or shutdowns caused by attacks by hackers, computer viruses or worms, malware (including “ransomware”), phishing attacks, spyware, denial of service attacksattacks, and/or breaches due to errors, negligence or malfeasance by employees, contractors, vendorsvendors, and others who have access to these systems and products. InWe addition,and cybersecurityour third-party providers regularly experience cyberattacks and security incidents, such as phishing attacks, and we expect cyberattacks and incidents to continue in varying degrees, including due to the rapid evolution and adoption of AI. While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. Cybersecurity threat actors are increasingly sophisticated and are targeting employees, contractors, service providersproviders, and third parties through various techniquestechniques, thatincluding involvebut not limited to, social engineering and/or misrepresentation.engineering. Techniques used in cyberattacks to obtain unauthorized access to, disabledisable, or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligenceAI and machine learning. Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyberattacks during periods of geopolitical conflict. The occurrence of any of these events could compromise the confidentiality, operational integrity and accessibility of these systems and products and the data that resides within them. Similarly, such an occurrence could result in the compromise, acquisition or loss of the information processed by these systems and products. Such events could result in, among other things, theSignificant loss of proprietary data, critical interruptions or delays in our business operationsoperations, and damage to our reputation.reputation, Inas addition,well such events could increaseas the risk of claims alleging that we are non-compliant with applicable laws or regulations,regulations subjectingexpose us to potentialpotentially substantial liability from private litigation or regulatory penaltiesactions and related costs under laws protecting the privacy of personal information or unfair or deceptive practices relating to consumer information;information, disruptreputational damage with customers and business partners, and other risks to our operations; or reduce the competitive advantage we hope to derive from our investment in advanced technologies. Various events described above have occurred in the pastbusiness and maycompetitiveness occuras ina the future. Although impactsresult of pastaccelerating eventscybersecurity have been immaterial, the impacts of such events in the future may be material.threats.

Security breaches and other disruptions of our in-vehicle systems could impact the safety of our customers and reduce confidence in GM and ourits products. Our vehicles contain complex information technology systems. These systems control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, braking, window,window and door lock functionsfunctions, and batterybatteries, and electric motors. We have designed, implementedimplemented, and tested security measures intended to prevent unauthorized access to these systems. However, hackers and other malicious actors have reportedly attempted, and maywe expect will attempt in the future, to gain unauthorized access to modify, alteralter, and use networks, vehicle softwaresoftware, or their systems to gain control of, or to change, our vehicles’ functionality, user interfaceinterface, and performance characteristics, or to gain access to data stored in or generated by the vehicle. Any unauthorized access to, or control of, our vehicles or their systems or any unauthorized access to, acquisition ofof, or loss of data could adversely impact the safety of our customers or result in failure of our systems, any of which could result in interruptions to our business, legal claims or proceedings, liabilityliability, or regulatory penalties. Laws that would permit third-party access to vehicle data and related systems, including "right to repair" laws, could expose our vehicles and vehicle systems to third-party access without appropriate security measures in place, leading to new safety and security risks for our customers and reducing customer trust and confidence in our products. In addition, regardless of their veracity, reports of unauthorized access to our vehicles or their systems or data, as well as other factors that may result in the perception that our vehicles or their systems or data are capable of being "hacked" and lack appropriate safety controls, could negatively affect our brand and harm our reputation, which could adversely impact our business and operatingresults results.of operations.

Our enterprise data practices, including the collection, use, sharingsharing, and security of the personal or other information of our customers, employeesemployees, and suppliers, are subject to increasingly complexcomplex, restrictive, and restrictivepunitive regulations in all key market regions. Data privacy and protection and unfair and deceptive practice laws and similar regulationsregulations, including with respect to the use of AI, in many jurisdictions where we do business require that we take significant steps to safeguard such personal information, and these laws and regulations continue to evolve. Under these regulations, which include, but are not limited to, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, the EU's General Data Protection Regulation 2016/679, the EU's Artificial Intelligence Act, the U.K. Data Protection Act of 2018, and other international data protection, privacy, data security, data localizationlocalization, and similar national, state, provincial, and local laws, the failure to maintain compliant data practices could result in consumer complaints, private litigationlitigation, and regulatory inquiry resulting in civil or criminal penalties, as well as have a negative impact on our brand or result in other harm to our business. In addition, increased consumer sensitivity to real or perceived failures in establishing, implementingimplementing, and maintaining acceptable data practices could damage our reputation and deter current and potential users or customers from using our products and services. The cost of compliance with these laws and regulations will be high and is likely to increase in the future. The growing patchwork of state and country regulations imposes burdensome obligations on companies to quickly respond to consumer requests, such as requests to delete, disclosedisclose, and stop selling personal information, with significant fines for noncompliance. The rapid evolution and increased adoption of AI technologies may intensify these risks. Complying with these new laws has significantly increased, and may continue to increase, our operating costs and is driving increased complexity in our operations.

Our operations and products are subject to extensive laws, regulationsregulations, and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business. We are significantly affected by governmental regulations on a global basis that can increase costs related to the production of our vehicles and affect our product portfolio, particularly regulations relating to fuel economy standards and GHG emissions. Meeting the requirements of these regulations is costly,costly and often technologically challenging and may require phase-out of ICE vehicles in certain major jurisdictions,challenging, and these standards are often not harmonized across jurisdictions. We anticipate that the number and extent of these and other regulations, lawslaws, and policies, and the related costs and changes to our product portfolio, may increase significantly in the future, primarily motivated by efforts to reduce GHG emissions. Specifically,While the U.S. federal government has taken action to reduce the stringency of fuel economy and GHG emissionemissions regulations, we expect such regulations atto continue to evolve across the federal, statestate, or local level or in international jurisdictions and, in the future, these regulations could require us to further limit the sale of certain profitable ICE products in current and future years, subsidize the sale of less profitable ones, change our manufacturing processes, pay increased penalties, purchase additional credits from our competitors or undertake other activities that may require us to incur additional expense, which may be material. In addition, proposed regulatory changes to the GHG emissions standards could result in an impairment of our emissions credits, similar to the previous impairment we recognized related to our CAFE credits. These requirements and changes in requirements and policies may increase the cost of, and/or diminish demand for, our vehicles. These regulatory requirements, among others, could significantly affect our plans for global product development and, given the uncertainty surrounding enforcement and regulatory definitions and interpretations, may result in substantial costs, including civil or criminal penalties. In addition, an evolving but un-harmonizedunharmonized emissions and fuel economy regulatory framework that could include specific sales mandates may limit or dictate the types of vehicles we sell and where we sell them, which can affect our revenues and profitability. Refer to the “Environmental and Regulatory Matters” section of Item 1. Business for further information on regulatory and environmental requirements.

We expect that to comply with fuel economy and GHG emission standards and mandates to sell specific volumes of ZEVs in certain jurisdictions, we will be required to sell a significant volume of EVs, and potentially develop and implement new technologies for conventional internal combustion engines, all of which will require substantial investment and expense. There are limits on our ability to achieve fuel economy improvements over a given time frame, primarily relating to the cost and effectiveness of available technologies, lack of sufficient consumer acceptance of new technologies and of changes in vehicle mix, lack of willingness of consumers to absorb the additional costs of new technologies, the appropriateness (or lack thereof) of certain technologies for use in particular vehicles, the widespread availability (or lack thereof) of supporting infrastructure for new technologies, especially with respect to EVs, the availability (or lack thereof) of the raw materials and component supply to make batteries and other elements of EVs, and the human, engineeringengineering, and financial resources necessary to deploy new technologies across a wide range of products and powertrains in a short time. There is no assurance that we will be able to produce and sell vehicles that use such new technologies on a profitable basis or that our customers will purchase such vehicles in the quantities necessary for us to comply with current or future regulatory requirements.

In the current uncertain regulatory framework, compliance costs under existing and potential new regulations for which we may be responsible and that are not reasonably estimable could be substantial. Alleged violations of fuel economy or vehicle emission standards could result in legal proceedings, the recall of one or more of our products, negotiated remedial actions, fines and penalties, restricted product offeringsofferings, or a combination of any of those items. Any of these actions could have a material adverse effect on our profitability, financial conditioncondition, and operations, including facility idling, reduced employment, increased costscosts, and loss of revenue.

In addition, many of our advanced technologies, including AVs, present novel issues with which domestic and foreign regulators have only limited experience,experience and will be subject to evolving regulatory frameworks. Current or any future regulations in these areas could impede the successful commercialization of these technologies and impact whether and how these technologies are designed and integrated into our products, and may ultimately subject us to increased costs and uncertainty.

We could be materially adversely affected by unusual or significant litigation, governmental investigationsinvestigations, or other proceedings. We are subject to legal proceedings in the U.S. and elsewhere involving various issues, including product liability lawsuits, warranty litigation,litigations, class action litigations alleging product defects, emissions litigation,litigations, privacy matters, stockholder litigation,litigations, labor and employment litigationlitigations, and claims and actions arising from restructurings and divestitures of operations and assets. In addition, we are subject to various governmental proceedings and investigations. A negative outcome in one or more of these proceedings could result in the imposition of damages, including punitive damages, fines, reputational harm, civil lawsuitslawsuits, and criminal penalties, interruptions of business, modification of business practices, equitable remediesremedies, and other sanctions against us or our personnel as well as legal and other costs, all of which may be significant. For a further discussion of certain of these matters, refer to Note 16 to our consolidated financial statements.

The costs and effect on our reputation of product safety recalls and alleged defects in products and services could materially adversely affect our business. Government safety standards require manufacturers to remedy certain product safety defects through recall campaigns and vehicle repurchases. Under these standards, we could be subject to civil or criminal penalties or may incur various costs, including significant costs for repairs made at no cost to the consumer. The costs we incur in connection with these recalls typically include the cost of the part being replaced and labor to remove and replace the defective part. The costs to complete a recall could be exacerbated to the extent that such action relates to a global platform. Concerns about the safety of our products, including advanced technologies like AVs, whether raised internally or by regulators or consumer advocates, and whether or not based on scientific evidence or supported by data, can result in product delays, recalls, field actions, lost sales, governmental investigations, regulatory action, private claims, lawsuits and settlementssettlements, and reputational damage. These circumstances can also result in damage to brand image, brand equityequity, and consumer trust in our products and ability to lead the industry with respect to new technologies, such as EVs and AVs.technologies.

We currently source a variety of systems, components, raw materialsmaterials, and parts from third parties. From time to time, these items may have performance or quality issues that could harm our reputation and cause us to incur significant costs, particularly if the affected items relate to global platforms or involve defects that are identified years after production. Our ability to recover costs associated with recalls or other campaigns caused by parts or components purchased from suppliers may be limited by the suppliers’ financial condition or a number of other reasons or defenses.

We may incur additional tax expense orexpense, become subject to additional tax exposure.exposure, or fail to fully realize available tax incentives. We are subject to the tax laws and regulations of the U.S. and numerous other jurisdictions in which we do business. Many judgments are required in determining our worldwide provision for income taxes and other tax liabilities, and we are regularly under audit by the U.S. Internal Revenue Service and other tax authorities, which may not agree with our tax positions. In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S. and other countries in which we do business (for example, the IRAAct and the OrganisationInflation forReduction EconomicAct Co-Operation and Development proposals, including the introduction of global minimum tax standards(IRA)), the possibility of tax controversy related to adverse determinations with respect to the application of existing laws (for example, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities. Any unfavorable resolution of these and other uncertainties may have a significant adverse impact on our tax rate and results of operations. If our tax expense were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operatingresults results,of operations, cash flowsflows, and financial condition could be adversely affected.

We rely on GM Financial to provide financial services to our customers and dealers. GM Financial faces a number of business, economiceconomic, and financial risks that could impair its access to capital and negatively affect its business and operations, which in turn could impede its ability to provide leasing and financing to customers and commercial lending to our dealers. Any reduction in GM Financial’s ability to provide such financial services would negatively affect our efforts to support additional sales of our vehicles and expand our market penetration among customers and dealers.

The primary factors that could adversely affect GM Financial’s business and operations and reduce its ability to provide financing services at competitive rates include the sufficiency, availabilityavailability, and cost of sources of funding, including credit facilities, securitization programsprograms, and secured and unsecured debt issuances; the performance of loans and leases in its portfolio, which could be materially affected by charge-offs, delinquenciesdelinquencies, and prepayments; wholesale auction values of used vehicles; vehicle return rates and the residual value performance on vehicles GM Financial leases to customers; fluctuations in interest rates and currency exchange rates; competition for customers from commercial banks, credit unionsunions, and other financing and leasing companies; and changes to regulation, supervision, enforcementenforcement, and licensing across various jurisdictions.

Further, as an entity operating in the financial services sector, GM Financial is required to comply with a wide variety of laws and regulations that may be costly to adhere to and may affect our consolidated operatingresults results.of operations. Compliance with these laws and regulations requires that GM Financial maintain forms, processes, procedures, controlscontrols, and the infrastructure to support these requirements. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply with these laws could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, revocation of licenseslicenses, and damage to reputation, brandbrand, and valued customer relationships.

Our future funding requirements for our defined benefit pension plans depend upon the future performance of assets placed in trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plansplans, and any changes in laws and regulations. Future funding requirements generally increase if the discount rate decreases or if actual asset returns are lower than expected asset returns, assuming other factors are held constant. We estimate future contributions to these plans using assumptions with respect to these and other items. Changes to those assumptions could have a significant effect on future contributions.

There are additional risks due to the complexity and magnitude of our investments. Examples include implementation of significant changes in investment policy, insufficient market liquidity in particular asset classesclasses, and the inability to quickly rebalance illiquid and long-term investments.

Overview Our vision for the future is a world with zero crashes, zero emissionsemissions, and zero congestion. We will adapt to customer preferences while executing our growth-focused strategy to invest in ICE vehicles, EVs, hybrids, personal AV technology, software-enabled servicesservices, and other new business opportunities. To support strong margins and cash flow during this transition,flow, we arecontinue strengtheningto strengthen our market position in profitable ICE vehicles, such as trucks and SUVs. We plan to execute our strategy with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.

Our financial performance in 20242025 was driven by the strength of our vehicle portfolioportfolio, including high margin full-size pickup trucks and SUVs, strong consumer demand for our productsproducts, and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline. We continue to prioritize driving down costs to improve profitability and are aligning EV capacity to expected consumer demand. In December 2024, we announced that we will no longer fund Cruise's robotaxi development work and will refocus our autonomous driving strategy on personal vehicles. In February 2025, we completed the acquisition of the noncontrolling interests in Cruise, began to wind down the Cruise robotaxi operations, and combined the GM and Cruise ongoing personal autonomous technical efforts in our GMNA segment. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trendstrends, and potential changes into the regulatory environment.environment, Weincluding continuewith respect to prioritizefuel drivingeconomy downstandards, costsGHG emissions regulations, and buildingcorporate scale in our EV portfolio to improve profitability.taxes.

We face continuing market, operatingoperating, and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policypolicy, automotive industry supply chains, and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of these challenges.

For the year ending December 31, 2025,2026, we expect earnings per share (EPS)-diluted and EPS-diluted-adjusted of between $11.00 and $12.00,$13.00, Net income attributable to stockholders of between $11.2$10.3 billion and $12.5$11.7 billion, and EBIT-adjusted of between $13.0 billion and earnings before interest and taxes (EBIT)-adjusted of between $13.7 billion and $15.7$15.0 billion. These expected financial results do not include the potential impact of future adjustments related to special items. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

We expectachieved to sustain relatively strong EBIT-adjustedsolid margins in the year ended December 31, 2025 ondriven by the continuing strength of our product portfolio,portfolio and ongoing cost discipline. However, the evolving tariff and policy landscape could have a material impact on our profitability going forward. We remain focused on improving EV margins and continuing cost discipline, partially offset by pricing moderation with increased incentives and higher depreciation expense. While we expectour EV marginsprofitability towhile improvemaintaining inour 2025,focus weon maycost. continueIn toaddition, recognize losses to adjust inventory to net realizable value. Ourour outlook is dependent on continued supply chain availability, EV-related cost reduction and the resiliency of the U.S. economyeconomy, and overall economic conditions, including the potential imposition of tariffstariffs, less available offsets and deductions, or other trade restrictions by the U.S. or its trading partners. Looking ahead, our top priority is returning GMNA to its historical 8.0-10.0% EBIT-adjusted margins as quickly as possible.

OutsideGMI of China, industryIndustry sales in China were 25.726.4 million units in the year ended December 31, 2024,2025, representingremaining a decrease of 0.3%flat compared to the corresponding period in 2023.2024. Our total vehicle sales outside ofin China were 0.91.9 million units forresulting in a market share of 3.7%7.1% in the year ended December 31, 2024,2025, representing aan decreaseincrease of 0.30.1 percentage points compared to the corresponding period in 2023.2024. Our Automotive China JVs generated an equity loss of $0.3 billion in the year ended December 31, 2025, which includes charges of $0.6 billion related to the previously announced restructuring of SGM. We continue to focus on enhancing the competitiveness of our products in the Chinese market and executing restructuring plans. Additional restructuring charges may be incurred going forward.

Automotive Financing - GM Financial Summary and Outlook We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earningsearnings, and help support our sales throughout various economic cycles. GM Financial's penetration of our retail sales in the U.S. was 39%33% in the year ended December 31, 20242025 and 42%39% in the corresponding period in 2023.2024. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in North America was 81%80% in the year ended December 31, 20242025 and 82%81% in the corresponding period in 2023.2024. In the year ended December 31, 2024,2025, GM Financial's revenue consisted of leased vehicle income of 46%, retail finance charge income of 40%41%, and commercial finance charge income of 8%.7%.

GMThrough Financial'sits leasing program GM Financial is exposed to residual values, which are heavily dependent on used vehicle prices. Gains on terminations of leased vehicles of $0.8$0.6 billion and $0.9$0.8 billion were included in GM Financial interest, operatingoperating, and other expenses in the years ended December 31, 20242025 and 2023.2024. The decrease in gains is primarily due to a decrease in the average gain on the sale of leased vehicles as well as fewer terminated leases in 2024 compared to 2023.2025. The following table summarizes the estimated residual value based on GM Financial's most recent estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle typesegment (units in thousands):

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

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

The most significant element of our Automotive and other cost of sales is material cost, which makes up approximately two-thirds of the total amount. The remaining portion includes labor costs, depreciation and amortization, engineering, freightfreight, and product warranty and recall campaigns.

Factors that most significantly influence a region's profitability are industry volume, market shareshare, and the relative mix of vehicles (trucks, crossovers, cars) sold. Variable profit is a key indicator of product profitability. Variable profit is defined as revenue less material cost, freight, the variable component of manufacturing expenseexpense, and warranty and recall-related costs. Vehicles with higher selling prices generally have higher variable profit. Refer to the regional sections of this MD&A for additional information on Volume and Mix.

Automotive and Other Selling, GeneralGeneral, and Administrative Expense

In the year ended December 31, 2024,2025, Automotive and other selling, generalgeneral, and administrative expense increaseddecreased primarily due to: (1) increasedthe chargesabsence of $0.4 billioncharges related to strategic activities to transition certain Buick dealerships of $1.0 billion; and (2) increaseddecreased advertising, sellingselling, and administrative costs of $0.3$0.9 billion.

In the year ended December 31, 2024,2025, Interest income and other non-operating income, net decreasedincreased primarily due to: several(1) $0.5 billion in gains related to revaluation of investments; partially offset by (2) other individually insignificant items.

In the year ended December 31, 2024,2025, Income tax expense increaseddecreased primarily due to jurisdictionallower mixpre-tax of earnings and valuation allowance adjustments that occurred in the year ended December 31, 2023.income.

For the year ended December 31, 2024,2025, our effective tax rate was 10.8% and our effective tax rate-adjusted (ETR-adjusted) was 20.1%.18.9%. We expect our adjusted effective tax rateETR-adjusted to be between 18%20% and 20%21% for the year ending December 31, 2025.2026.

GMNA Total Net Sales and Revenue In the year ended December 31, 2024,2025, Total net sales and revenue increaseddecreased primarily due to: (1) increaseddecreased net wholesale volumes primarily due to increaseddecreased sales of cars and full-size pickup trucks, mid-sizedue pickupto truckslower andplanned otherproduction vehicles;for (2)product favorable Mix associated with increased sales of full-size pickup trucks and full-size SUVs,upgrades, partially offset by increased sales of crossover vehicles; partially offset by (2) favorable Mix associated with decreased sales of cars and increased sales of full-size SUVs, partially offset by decreased sales of full-size pick-up trucks and increased sales of crossover vehicles; (3) favorable Price as a result of stablelean dealer inventory levels anddue to strong demand for our products.products; and (4) favorable Other due to increased sales of parts and accessories.

GMNA EBIT-Adjusted The most significant factors that influence profitability are industry volume and market share. While not as significant as industry volume and market share, another factor affecting profitability is the relative mix of vehicles sold. Trucks, crossoverscrossovers, and cars sold currently have a variable profit of approximately 160%, 40%40%, and 50%60% of our GMNA portfolio on a weighted-average basis.

GMI Total Net Sales and Revenue In the year ended December 31, 2024,2025, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes in SouthBrazil, America, in Asia/PacificKorea, and in the Middle East primarilyEcuador due to decreased sales of passenger cars and crossover vehicles, partially offset by higherincreased saleswholesale ofvolumes trucksin Argentina and Egypt; and (2) unfavorable Other primarily due to thenet foreign currency effectchanges resulting fromin the weakeningArgentine of thepeso, Brazilian realreal, and Egyptian pound against the U.S. dollar and decreased components sales; partially offset by (3) favorable Mix primarily in BrazilBrazil, andpartially inoffset by the Middle East and Egypt; and (4) favorable pricingPrice across multiple vehicle lines in Argentina, Brazil, and the Middle East and in Brazil.East.

GMI EBIT-Adjusted In the year ended December 31, 2024,2025, EBIT-adjusted decreasedincreased primarily due to: (1) unfavorablefavorable Price; (2) favorable Mix in Brazil and Argentina, partially offset by the Middle East and Australia; and (3) favorable Other primarily due to decreasedincreased Automotive China JVs equity income (loss), partially offset by net foreign currency changes in the Argentine peso and Brazilian real; partially offset by (24) decreased net wholesale volumes in Brazil and Korea, partially offset by increased wholesale volumes in Argentina and Egypt; and (35) unfavorable Cost primarily due to increased material and logistics costs in Brazil and unfavorablethe impactMiddle due to nonrecurring asset sale in Korea, partially offset by favorable fixed cost; partially offset by (4) favorable Price; and (5) favorable Mix in South America.East.

Our Automotive China JVs’ ability to grow vehicle sales in China and generate sustainable equity income continues to be a challenge due to intense competition from our domestic competitors in the Chinese market. In the year ended December 31, 2024,2025, we recognized equity losses of $4.4$0.3 billion driven primarily by impairment and restructuring charges of $4.1$0.6 billion forrecorded by certain of our Automotive China JVs. Refer to Note 8 to our consolidated financial statements for additional information. The following table summarizes certain key operational and financial data for the Automotive China JVs (vehicles in thousands):

GM Financial Revenue In the year ended December 31, 2024,2025, total revenue increased primarily due to: (1) increased finance charge income of $1.5$0.5 billion primarily due to increases in the effective yield and average balance of the portfolio; (2) increased leased vehicle income of $0.5 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the sizebalance of the leased vehicles portfolio; and (23) increased other income of $0.2 billion primarily due to higher investment income resulting from an increase in theearned average investment balancepremiums and growthfees inon vehicle protection contracts.

GM Financial EBT-Adjusted In the year ended December 31, 2024,2025, earnings before income taxes-adjusted (EBT-adjusted) decreased primarily due to: (1) increased interest expense of $1.3$0.5 billion primarily due to an increased effective rate of interest on debt, resulting from higher benchmark interest rates on new issuances relative to maturing debt, as well as an increase in average debt outstanding; (2) increased operating expenses of $0.4 billion primarily due to investments in the insurance and vehicle protection businesses and increases in the related claims expense, as well as a nonrecurring reserve release in 2024; (3) increased leased vehicle expenses of $0.3 billion primarily due to a decrease in lease termination gains and increased depreciation resulting from an increase in the average balance of the leased vehicles portfolio; and (4) increased provision for loan losses of $0.2 billion primarily due to increaseda shift in the credit mix of loan origination volume and moderating credit performance and recovery rates; and (3) decreased equity income of $0.1 billion primarily due to lower earning asset levels at its joint ventures in Chinaoriginations; partially offset by (45) increased finance charge income of $1.5$0.5 billion primarily due to increases in the effective yield and average balance of the portfolio; (6) increased leased vehicle income of $0.5 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the sizebalance of the leased vehicles portfolio; and (57) increased other income of $0.2 billion primarily due to higher investment income resulting from an increase in theearned average investment balancepremiums and growthfees inon vehicle protection contracts.

Liquidity and Capital Resources We believe our current levels of cash, cash equivalents, marketable debt securities, available borrowing capacity under our credit facilitiesfacilities, and other liquidity actions currently available to us are sufficient to meet our liquidity requirements in the short- and long-term. We also maintain access to the capital markets and may issue debt or equity securities, which may provide an additional source of liquidity. We have substantial cash requirements going forward, which we plan to fund through our total available liquidity, cash flows from operating activitiesactivities, and additional liquidity measures, if determined to be necessary.

Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $10.0 billion to $11.0 billion in 2025; (2) payments for engineering and product development activities, including the development of AV technology and software-enabled services; (3) payments associated with previously announced vehicle recalls and any other recall-related contingencies; (4) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (5) dividend payments on our common stock that are declared by our Board of Directors; (6) payments to purchase shares of our common stock authorized by our Board of Directors; and (7) if the current regulations in the U.S. are not amended, payments of emissions-related regulatory compliance costs. Refer to Note 7, Note 1313, and Note 15 to our consolidated financial statements for additional funding requirements for our operating leases, debtdebt, and pension plans. Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program: (1) grow our business at an average target return on invested capital-adjusted (ROIC-adjusted) rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18.0 billion; and (3) after the first two objectives are met, return available cash to shareholders.stockholders. Our senior management evaluates our capital allocation program on an ongoing basis and recommends any modifications to the program to our Board of Directors not less than once annually.

Cash flows that occur amongst our Automotive, CruiseCruise, and GM Financial operations are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to AutomotiveAutomotive, and Automotive Cruise related cash injections in Cruise.expenditures. The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation. The Cruise restructuring activities are substantially complete as of December 31, 2025. Net cash used in operating activities by Cruise was $1.0 billion, $2.2 billion, and $1.9 billion in the years ended December 31, 2025, 2024, and 2023. We expect future operating cash flows for Cruise to be insignificant.

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securitiessecurities, and funds available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations.

We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas subsidiaries. Over 83% of our cash and marketable debt securities were managed within North America and at our regional treasury centers at December 31, 2024.2025. We have used, and will continue to use, other methodsmethods, including intercompany loans to utilize these funds across our global operations as needed.

Our cash equivalents and marketable debt securities balances are primarily denominated in U.S. dollars and include investments in U.S. governmentGovernment and agency obligations, foreign government securities, time deposits, corporate debt securitiessecurities, and mortgage and asset-backed securities. Our investment guidelines, which we may change from time to time, prescribe certain minimum credit worthiness thresholds and limit our exposures to any particular sector, asset class, issuanceissuance, or security type. The majority of our current investments in debt securities are with A/A2 or better rated issuers.

In March 2024,2025, we renewed our five-year, $10.0 billion facility, which now matures March 25, 2030. We also renewed our three-year, $4.1 billion facility, which now matures March 25, 2028, and renewed our 364-day, $2.0 billion revolving credit facility allocated for the exclusive use of GM Financial, which now matures March 27,24, 2025. Interest rates on obligations under the renewed credit facility are based on Term SOFR.2026.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our Automotive borrowing capacity under credit facilities totaled $14.4 billion and $14.3 billion at December 31, 2025 and 2024, which consisted primarily of two credit facilities, and $17.1 billion at December 31, 2023, which consisted primarily of three credit facilities. Total Automotive borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for exclusive use of GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at December 31, 20242025 and 2023.2024.

If available capacity permits, GM Financial continues to havehas access to our automotive credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at December 31, 20242025 and 2023.2024. We had intercompany loans from GM Financial of $0.3$0.4 billion and $0.2$0.3 billion at December 31, 20242025 and 2023,2024, which primarily consisted of commercial loans to dealers we consolidate. We did not have intercompany loans to GM Financial at December 31, 20242025 and 2023.2024. Refer to Note 5 to our consolidated financial statements for additional information.

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed in our 2025 Form 10-K, other than as set forth below in thisPart II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A, Part I, Item 1A. Risk Factors of our 2025 Form 10-K, and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 for a discussion of these risks and uncertainties. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

Our financial performance continues to be driven by the strength of our vehicle portfolio, including high margin full-size pickup trucks and SUVs, strong consumer demand for our products, and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline. We continue to prioritize driving down costs to improve profitability and are aligning our EV capacity toand expectedmanufacturing consumer demand.footprint. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends, geopolitical tensions, and changes to the regulatory environment, including with respect to tariffs, fuel economy standards, and emissions regulations.

In 2025, the U.S. and other governments implemented new tariffs relevant to GM and its suppliers, including tariffs on vehicles and parts imported into the U.S. The tariff environment remains highly dynamic, and the specific tariffs applicable to goods imported by GM and its suppliers continue to evolve, including with respect to imports under the U.S.-Mexico-Canada Agreement and other trade agreements. We have acted with urgency and discipline to maintain strong positioning within the industry. On February 20, 2026, the U.S. Supreme Court concluded that the International Emergency Economic Powers Act (IEEPA) did not authorize the imposition of tariffs. Because we believe previously paid amounts regarding tariffs imposed under IEEPA are refundable, we recorded a net $0.5 billion favorable adjustment primarily due to previously charged IEEPA tariffs in the three months ended March 31, 2026. Based on the current tariff environment, we estimate that impacts to EBIT-adjusted could range from $2.5 billion to $3.5 billion for the year ending December 31, 2026 and may be subject to change if new tariffs or changes to existing tariffs arise. Refer to Part I, Item 1A. Risk Factors in our 2025 Form 10-K for a full discussion of the risks associated with the global tariff environment.

We face continuing market, operating, and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emissions standards, labor disruptions, foreign exchange volatility, evolving trade policy, automotive industry supply chains, and political uncertainty. Refer to Part I, Item 1A. Risk Factors in our 2025 Form 10-K and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 for a discussion of these challenges.

GMNA Industry sales in North America were 4.710.0 million units in the threesix months ended MarchJune 31,30, 2026, representing a decrease of 5.2%2.6% compared to the corresponding period in 2025. U.S. industry sales were 3.88.1 million units in the threesix months ended MarchJune 31,30, 2026, representing a decrease of 5.9%3.4% compared to the corresponding period in 2025.

Our total vehicle sales in the U.S., our largest market in North America, were 0.61.3 million units for a market share of 16.5%16.7% in the threesix months ended MarchJune 31,30, 2026, representing a decrease of 0.70.6 percentage points compared to the corresponding period in 2025.

We achieved solid margins in the threesix months ended MarchJune 31,30, 2026 driven by the strength of our product portfolio and ongoing cost discipline. However, the evolving tariff and policy landscape could continue to have a material impact on our profitability going forward. We remain focused on improving our EV profitability while maintaining our focus on cost. In addition, our outlook is dependent on continued supply chain availability, the resiliency of the U.S. economy, and overall economic conditions, including the imposition of tariffs, less available offsets and deductions, or other trade restrictions by the U.S. or its trading partners. Looking ahead, our top priority is returning GMNA to its historicalearning 8.0-10.0% annualized EBIT-adjusted margins.margins in GMNA on a sustained basis.

GMI Industry sales in China were 5.110.3 million units in the threesix months ended MarchJune 31,30, 2026, representing a decrease of 12.9%16.6% compared to the corresponding period in 2025. Our total vehicle sales in China were 0.30.7 million units for a market share of 6.9%6.8% in the threesix months ended MarchJune 31,30, 2026, representing a decrease of 0.70.4 percentage points compared to the corresponding period in 2025. Our Automotive China JVs generated equity income of $0.2 billion in the threesix months ended MarchJune 31,30, 2026, which includes income of $0.1 billion related to the previously announced restructuring of SAIC General Motors Corp., Ltd. (SGM). We continue to focus on enhancing the competitiveness of our products in the Chinese market and executing restructuring plans. Additional restructuring charges may be incurred going forward.

Outside of China, industry sales were 6.913.8 million units in the threesix months ended MarchJune 31,30, 2026, representing an increase of 2.7%4.0% compared to the corresponding period in 2025. Our total vehicle sales outside of China were 0.20.4 million units for a market share of 2.9%3.1% in the threesix months ended MarchJune 31,30, 2026, representing an increase of 0.20.1 percentage points compared to the corresponding period in 2025.

We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors as well as sales to the U.S. Government, and excludes vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the threesix months ended MarchJune 31,30, 2026, 24.9%26.8% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by our Automotive operations (vehicles in thousands):

GM Financial We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings, and help support our sales throughout various economic cycles. GM Financial's penetration of our retail sales in the U.S. was 34%35% in the threesix months ended MarchJune 31,30, 2026 and 36% in the corresponding period in 2025. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in North America were 74%75% in the threesix months ended MarchJune 31,30, 2026 and 81% in the corresponding period in 2025. In the threesix months ended MarchJune 31,30, 2026, GM Financial's revenue consisted of leased vehicle income of 46%, retail finance charge income of 40%, and commercial finance charge income of 6%.

In the three months ended MarchJune 31,30, 2026, increased Cost was primarily due to: (1) charges of $1.1$1.9 billion due to the EV strategic realignment; (2) decreased Ultium Cells Holdings LLC equity earnings of $0.3$0.4 billion; (3) increased engineering costs of $0.2 billion; and (34) increased material and freightmanufacturing costs of $0.2 billion, including $0.2 billion net unfavorable tariffs inclusive of a $0.5 billion favorable adjustment; partially offset by (4) decreased warranty-related costs of $0.4 billion; (5) decreased manufacturing and emissions costs of $0.4 billion; and (6) favorable net realizable value inventory adjustments, primarily EV-related, of $0.1$0.6 billion; in(6) thedecreased threewarranty-related months ended March 31, 2026 compared to similar unfavorable inventory adjustmentscosts of $0.1$0.5 billion; inand the(7) threedecreased monthsemissions endedcosts Marchof 31,$0.2 2025.billion. In the three months ended MarchJune 31,30, 2026, unfavorable Other was primarily due to net foreign currency changes.changes in the Mexican peso.

In the three and six months ended MarchJune 31,30, 2026, Income tax expense decreased primarily due to lower pre-tax income.

For the three and six months ended MarchJune 31,30, 2026, our effective tax rate was 19.2%13.7% and 17.4% and our effective tax rate-adjusted (ETR-adjusted) was 19.0%.17.6% and 18.3%. We expect our ETR-adjusted to be between 20% and 21% for the year ending December 31, 2026. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

GMNA Total Net Sales and Revenue In the three months ended MarchJune 31,30, 2026, Total net sales and revenue decreasedincreased primarily due to: (1) decreasedfavorable netPrice wholesaleas volumesa result of lean dealer inventory levels due to decreasedstrong salesdemand offor crossoverour vehiclesproducts; and mid-size pickup trucks and vans; partially offset by (2) favorable Other due to net foreign currency changes and increased revenue of software-enabled services and subscriptions.subscriptions and net foreign currency changes; partially offset by (3) unfavorable Mix associated with decreased sales of crossover vehicles, including EVs, and increased sales of cars and full-size SUVs, partially offset by decreased sales of mid-size pickup trucks and vans.

GMNA EBIT-Adjusted In the three months ended MarchJune 31,30, 2026, EBIT-adjusted increased primarily due to: (1) favorable Price; (2) favorable Cost primarily due to decreased manufacturing and emissions costs of $0.4 billion, decreased warranty-related costs of $0.4 billion, and favorable net realizable value inventory adjustments, primarily EV-related, of $0.1$0.5 billion inand thedecreased threewarranty-related months ended March 31, 2026 compared to similar unfavorable inventory adjustmentscosts of $0.1$0.5 billion in the three months ended March 31, 2025,billion, partially offset by decreased Ultium Cells Holdings LLC equity earnings of $0.3$0.4 billion,billion and increased material and freightengineering costs of $0.2 billion, including $0.2 billion net unfavorable tariffs inclusive of a $0.5 billion favorable adjustment, and increased advertising, selling, and administrative costs of $0.1 billion; and (23) favorable Mix associated with decreased sales of crossover vehicles, including EVs, and increased sales of full-size pick-up trucks; partially offset by (4) unfavorable Other due to net foreign currency changes and investment income; partially offset by (3) decreased net wholesale volumes.changes.

n.m. = not meaningful (a)Excludes adjustments related to Automotive China JVs restructuring recorded in GMI.

GMI Total Net Sales and Revenue In the three months ended MarchJune 31,30, 2026, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes in Brazil primarily due to increased sales of passenger cars and crossover vehicles,crossovers, partially offset by decreased wholesale volumes in the Middle East; and (2) favorable Price across multiple vehicle lines in Argentina and Brazilthe Middle East; and (3) favorable Other primarily due to net foreign currency changes in the Brazilian real, partially offset by changes in the Argentine peso; partially offset by (34) unfavorable Mix primarily in Brazil.Brazil and the Middle East.

GMI EBIT-Adjusted In the three months ended MarchJune 31,30, 2026, EBIT-adjusted increaseddecreased primarily due to: (1) increasedunfavorable net wholesale volumes in BrazilMix; and (2) favorableunfavorable PriceCost primarily due to increased material and logistics costs in Brazil and Argentina; partially offset by (3) unfavorableincreased Mixnet wholesale volumes in Brazil, partially offset by decreased volumes in the Middle East; (4) favorable Price; and (45) unfavorablefavorable CostOther primarily due to decreasednet partsforeign andcurrency accessories saleschanges in Africa, the MiddleBrazilian East, and Korea.real.

GM Financial EBT-AdjustedRevenue In the three months ended MarchJune 31,30, 2026, EBT-adjustedtotal revenue increased by an insignificant amount.

Following U.S. Government policy changes in 2025, including the termination of certain consumer tax incentives for EV purchases and the reduction in the stringency of emissions regulations, industry-wide consumer demand for EVs in North America began to slow. During the year ended December 31, 2025, we reassessedrecorded charges of $7.9 billion in GMNA related to our EV capacitystrategic and manufacturing footprint to align to expected consumer demand and U.S. Government policy and recorded charges in GMNA of $7.9 billion.realignment. These charges included non-cash impairment and other charges of $3.2 billion and cash related charges of $4.7 billion, primarily consisting of supplier commercial settlements, contract cancellation fees, battery cell JV settlements, and other charges that will have a cash impact when paid. The non-cash impairment charges include the cost of writing down EV-related tooling and equipment to its nominal salvage value. We incurred cash outflows of $0.4 billion related to these charges in the year ended December 31, 2025. In the threesix months ended MarchJune 31,30, 2026, we recorded additional net charges of $1.1$3.4 billionbillion, primarily related to $1.0$2.4 billion for the ongoing commercial negotiations with our supply base and joint venture partnerspartners, $1.1 billion of losses on contractual supply agreements, and $0.5 billion associated with ourcompliance-related reassessmentassets, net of our$0.7 EVbillion capacityof thatrecoveries will haveunder a cashcost impactsharing when paid.arrangement. We incurred cash outflows of $2.2$4.1 billion related to these charges in the threesix months ended MarchJune 31,30, 20262026. andWe $0.4expect billionto recognize additional charges in the year endedending December 31, 20252026, and while circumstances may change in the future, we believe we have substantially completed the recognition of material cash charges related to these charges. It is reasonably possible that we will recognize additional future material contract cancellation fees and commercial settlements associated with EV-related investments that may adversely affect our cash flows in the period in which they are paid. In addition, we have entered, and plan to continue to enter, into offtake agreements that generally obligate us to purchase defined quantities of output. These arrangements could have a short-term adverse impact on our cash and increase our inventory. We also continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while maintaining a strong investment-grade balance sheet. These actions may include opportunistic payments to reduce our long-term obligations, and the possibility of acquisitions, dispositions, and investments with joint venture partners, as well asEV strategic alliances that we believe would generate significant advantages and substantially strengthen our business.realignment.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A, Part I, Item 1A. Risk Factors of our 2025 Form 10-K, and Part II, Item 1A. Risk Factors,Factors of our Quarterly Report on Form 10-Q for the three months ended March 31, 2026, some of which are outside of our control.

In January 2026, our Board of Directors increased the capacity under our existing share repurchase program by $6.0 billion to an aggregate of $6.3 billion, with no expiration date. In the threesix months ended MarchJune 31,30, 2026, we repurchased 1136 million outstanding shares of our common stock for $0.8$2.8 billion. As of MarchJune 31,30, 2026, we have $5.5$3.5 billion in capacity remaining under our share repurchase program.

In the threesix months ended MarchJune 31,30, 2026, we paid dividends of $0.2$0.3 billion to holders of our common stock. In January 2026, our Board of Directors approved an increase in the quarterly common stock dividend of $0.03 to $0.18 per share beginning with the quarterly dividend declared in January 2026.

Cash flows that occur amongst our Automotive, Cruise, and GM Financial operations are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive, and Automotive Cruise related cash expenditures. The presentation of Automotive liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation. The Cruise restructuring activities arewere substantially complete as of December 31, 2025. Net cash used in operating activities by Cruise was $0.5$0.7 billion in the three months ended MarchJune 31,30, 2025.

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities, and funds available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations. We have not significantly changed the management of our liquidity, including our allocation of available liquidity, our portfolio compositioncomposition, and our investment guidelines since December 31, 2025. Refer to Part II, Item 7. MD&A of our 2025 Form 10-K.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our Automotive borrowing capacity under credit facilities totaled $14.4 billion at MarchJune 31,30, 2026 and December 31, 2025, which consisted primarily of two credit facilities. Total Automotive borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for exclusive use of GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.5 billion at MarchJune 31,30, 2026 and December 31, 2025.

If available capacity permits, GM Financial continues to have access to our automotive credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at MarchJune 31,30, 2026 and December 31, 2025. We had intercompany loans from GM Financial of $0.4 billion at MarchJune 31,30, 2026 and December 31, 2025, which primarily consisted of commercial loans to dealers we consolidate. We did not have intercompany loans to GM Financial at MarchJune 31,30, 2026 and December 31, 2025. Refer to Note 4 to our condensed consolidated financial statements for additional information.

Several of our loan facilities, including our credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of MarchJune 31,30, 2026 and determined we are in compliance and expect to remain in compliance in the future.

GM Financial's Board of Directors declared and paid dividends of $0.7$0.9 billion on its common stock in the threesix months ended MarchJune 31,30, 2026. Future dividends from GM Financial will depend on several factors including business and economic conditions, its financial condition, earnings, liquidity requirements, and leverage ratio.

(a)We had letters of credit outstanding under our sub-facility of $0.5 billion at MarchJune 31,30, 2026 and December 31, 2025.

(a)Includes $0.7$0.9 billion and $0.4$0.7 billion in dividends received from GM Financial in the threesix months ended MarchJune 31,30, 2026 and 2025; $0.8$1.0 billion in dividends received from our nonconsolidated affiliates in the threesix months ended MarchJune 31,30, 2025; and changes in other assets and liabilities in the threesix months ended MarchJune 31,30, 2026 and 2025.

(b)Includes $(0.80.1) billion and $(2.32.6) billion in the threesix months ended MarchJune 31,30, 2026 and 2025, which are eliminated within the condensed consolidated statements of cash flows. Amounts eliminated primarily relate to purchases of, and collections on, wholesale finance receivables provided by GM Financial to our dealers and dividends issued by GM Financial to us.

(a)Includes $0.1 billion loan repayments from Ultium Cells LLC in the threesix months ended MarchJune 31,30, 2026 and $(1.8) billion term loan to Ultium Cells LLC in the six months ended June 30, 2025; $(0.30.2) billion and $(0.5) billion of GM's investment in nonconsolidated affiliates in the threesix months ended MarchJune 31,30, 2026 and 2025; and $(0.70.9) billion of funding to wind down Cruise robotaxi operations in the threesix months ended MarchJune 31,30, 2025.

(b)Includes $(0.70.9) billion of funding to wind down Cruise robotaxi operations in the threesix months ended MarchJune 31,30, 2025, which areis eliminated within the condensed consolidated statements of cash flows.

(a)Includes $(0.82.8) billion for payments to purchase common stock and $(0.4) billion for dividends to noncontrolling interests in the threesix months ended MarchJune 31,30, 2026; $(0.3) billion for dividends paid in the six months ended June 30, 2026 and 2025; and $(2.0) billion in payments related to the ASR in the threesix months ended MarchJune 31, 2025; and $(0.2) billion and $(0.1) billion for dividends paid in the three months ended March 31, 2026 and30, 2025.

Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. In the threesix months ended MarchJune 31,30, 2026, net automotive cash provided by operating activities was $0.5$5.6 billion, capital expenditures were $1.5$3.4 billion, and adjustments for management actions were $2.2$4.1 billion. In the threesix months ended MarchJune 31,30, 2025, net automotive cash provided by operating activities was $2.4$7.1 billion, capital expenditures were $1.8$3.9 billion, and adjustments for management actions were $0.2$0.5 billion.

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings, Moody's Investor Service, and Standard & Poor's. All four credit rating agencies currently rate our corporate credit at investment grade. As of AprilJuly 21,15, 2026, all credit ratings remained unchanged since December 31, 2025.

GM Financial's available liquidity varies quarterly based on factors including near-term debt issuances and maturities, as well as changes in its earning assets. GM Financial generally targets liquidity levels to support at least six months of GM Financial's expected net cash outflows, including new originations, without access to new debt financing transactions or other capital markets activity. At MarchJune 31,30, 2026, available liquidity exceeded GM Financial's liquidity targets.

(a)Includes $1.4$1.0 billion and $2.6$3.7 billion in the threesix months ended MarchJune 31,30, 2026 and 2025 primarily driven by purchases of, and collections on, wholesale finance receivables,receivables and collection of intercompany loans to Cruise in the three months ended March 31, 2025,Cruise, which are eliminated within the condensed consolidated statements of cash flows.

(b)Includes $(0.9) billion and $(0.7) billion and $(0.4) billion in the threesix months ended MarchJune 31,30, 2026 and 2025 for dividends to GM, which are eliminated within the condensed consolidated statements of cash flows.

Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. At MarchJune 31,30, 2026, secured and unsecured credit facilities totaled $27.8$27.9 billion and $3.5$4.1 billion, with advances outstanding of $1.9$3.9 billion and $2.4$2.8 billion.

GM Financial did not have any borrowings outstanding against our credit facility designated for their exclusive use or the remainder of our revolving credit facilities at MarchJune 31,30, 2026 and December 31, 2025. Refer to the "Automotive Liquidity" section of this MD&A for additional details.

(d)These adjustments were excluded because they relate to restructuring charges resulting from the plan to combine the Cruise and GM technical efforts to advance autonomous and assisted driving and the indefinite delay of the Cruise Origin.driving. The adjustments primarily consist of non-cash restructuring charges, supplier-related charges, and employee separation costs.