UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC ~~20549-1004~~20549

Form 10-Q



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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020



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

For the transition period from to

Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

27-0756180

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

300 Renaissance Center,

Detroit,

Michigan

48265

-3000

(Address of principal executive offices)

(Zip Code)

(313) 667-1500

(Registrant’s telephone number, including area code)

Not applicable

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

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



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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~October 15, 2019~~April 20, 2020 there were ~~1,428,784,056~~1,431,076,476 shares of common stock outstanding.

INDEX



			Page
PART I
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Income Statements (Unaudited)		1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		1
	Condensed Consolidated Balance Sheets (Unaudited)		2
	Condensed Consolidated Statements of Cash Flows (Unaudited)		3
	Condensed Consolidated Statements of Equity (Unaudited)		4
	Notes to Condensed Consolidated Financial Statements		5
	Note 1.	Nature of Operations and Basis of Presentation	5
	Note 2.	Significant Accounting Policies	5
	Note 3.	Revenue	6
	Note 3.4.	Marketable and Other Securities	8
	Note 4.5.	GM Financial Receivables and Transactions	9
	Note 5.6.	Inventories	11
	Note 6.7.	Equipment on Operating Leases	1112
	Note 7.8.	Equity in Net Assets of Nonconsolidated Affiliates	11
	~~Note 8.~~	~~Variable Interest Entities~~	12
	Note 9.	~~Debt~~Goodwill	12
	Note 10.	~~Derivative Financial Instruments~~Variable Interest Entities	13
	Note 11.	~~Product Warranty and Related Liabilities~~Debt	1514
	Note 12.	~~Pensions and Other Postretirement Benefits~~Derivative Financial Instruments	15
	Note 13.	~~Commitments~~Product Warranty and ~~Contingencies~~Related Liabilities	1617
	Note 14.	~~Income Taxes~~Pensions and Other Postretirement Benefits	2017
	Note 15.	~~Restructuring~~Commitments and ~~Other Initiatives~~Contingencies	2117
	Note 16.	Income Taxes	22
	Note 17.	Restructuring and Other Initiatives	22
	Note 18.	Stockholders' Equity and Noncontrolling Interests	2123
	Note ~~17.~~19.	Earnings Per Share	24
	Note ~~18.~~	~~Discontinued Operations~~	24
	~~Note 19.~~20.	Segment Reporting	25
	~~Note 20.~~	~~Subsequent Event~~	2724
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2826
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4645
Item 4.	Controls and Procedures		4645
PART II
Item 1.	Legal Proceedings		4746
Item 1A.	Risk Factors		4746
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 6.	Exhibits		48
Signature			49

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

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


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018		March 31, 2020			March 31, 2019
Net sales and revenue
Automotive	$	31,817	$	32,276	$	95,503	$	98,242	$	29,150		$	31,261
GM Financial	3,656		3,515		10,908		10,408		3,559			3,617
Total net sales and revenue (Note 2)	35,473		35,791		106,411		108,650
Total net sales and revenue (Note 3)									32,709			34,878
Costs and expenses
Automotive and other cost of sales	28,174		28,533		84,730		88,788		26,726			28,229
GM Financial interest, operating and other expenses	2,987		3,064		9,437		9,074		3,356			3,306
Automotive and other selling, general and administrative expense	2,008		2,584		6,209		7,172		1,970			2,099
Total costs and expenses	33,169		34,181		100,376		105,034		32,052			33,634
Operating income	2,304		1,610		6,035		3,616		657			1,244
Automotive interest expense	206		161		582		470		193			181
Interest income and other non-operating income, net	169		651		1,338		2,130		311			805
Equity income (Note 7)	315		530		1,000		1,815
Equity income (loss) (Note 8)									(132		)	414
Income before income taxes	2,582		2,630		7,791		7,091		643			2,282
Income tax expense (Note 14)	271		100		932		1,085
Income from continuing operations	2,311		2,530		6,859		6,006
Loss from discontinued operations, net of tax (Note 18)	—		—		—		70
Income tax expense (Note 16)									357			137
Net income	2,311		2,530		6,859		5,936		286			2,145
Net loss attributable to noncontrolling interests	40		4		67		34		8			12
Net income attributable to stockholders	$	2,351	$	2,534	$	6,926	$	5,970	$	294		$	2,157

Net income attributable to common stockholders	$	2,313	$	2,503	$	6,813	$	5,910	$	247		$	2,119

Earnings per share (Note 17)
Basic earnings per common share – continuing operations	$	1.62	$	1.77	$	4.79	$	4.24
Basic loss per common share – discontinued operations	$	—	$	—	$	—	$	0.05

Earnings per share (Note 19)
Basic earnings per common share	$	1.62	$	1.77	$	4.79	$	4.19	$	0.17		$	1.50
Weighted-average common shares outstanding – basic	1,428		1,412		1,422		1,410		1,433			1,417

Diluted earnings per common share – continuing operations	$	1.60	$	1.75	$	4.74	$	4.18
Diluted loss per common share – discontinued operations	$	—	$	—	$	—	$	0.05

Diluted earnings per common share	$	1.60	$	1.75	$	4.74	$	4.13	$	0.17		$	1.48
Weighted-average common shares outstanding – diluted	1,442		1,431		1,439		1,431		1,440			1,436

Dividends declared per common share	$	0.38	$	0.38	$	1.14	$	1.14	$	0.38		$	0.38

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Net income	$	2,311		$	2,530		$	6,859		$	5,936		$	286		$	2,145
Other comprehensive income (loss), net of tax (Note 16)
Other comprehensive income (loss), net of tax (Note 18)
Foreign currency translation adjustments and other	(357		)	(209		)	(140		)	(503		)	(973		)	149
Defined benefit plans	120			59			162			286			317			36
Other comprehensive income (loss), net of tax	(237		)	(150		)	22			(217		)	(656		)	185
Comprehensive income	2,074			2,380			6,881			5,719
Comprehensive income (loss)													(370		)	2,330
Comprehensive loss attributable to noncontrolling interests	50			4			87			39			20			17
Comprehensive income attributable to stockholders	$	2,124		$	2,384		$	6,968		$	5,758
Comprehensive income (loss) attributable to stockholders													$	(350	)	$	2,347

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	20,051		$	20,844		$	38,506		$	19,069
Marketable debt securities (Note 3)	6,725			5,966
Marketable debt securities (Note 4)							7,620			4,174
Accounts and notes receivable, net	6,924			6,549			7,536			6,797
GM Financial receivables, net (Note 4; Note 8 at VIEs)	28,017			26,850
Inventories (Note 5)	11,797			9,816
Other current assets (Note 3; Note 8 at VIEs)	7,051			5,268
GM Financial receivables, net (Note 5; Note 10 at VIEs)							26,320			26,601
Inventories (Note 6)							10,799			10,398
Other current assets (Note 4; Note 10 at VIEs)							6,918			7,953
Total current assets	80,565			75,293			97,699			74,992
Non-current Assets
GM Financial receivables, net (Note 4; Note 8 at VIEs)	25,743			25,083
Equity in net assets of nonconsolidated affiliates (Note 7)	8,496			9,215
GM Financial receivables, net (Note 5; Note 10 at VIEs)							25,948			26,355
Equity in net assets of nonconsolidated affiliates (Note 8)							7,521			8,562
Property, net	37,969			38,758			37,969			38,750
Goodwill and intangible assets, net	5,408			5,579			5,225			5,337
Equipment on operating leases, net (Note 6; Note 8 at VIEs)	42,527			43,559
Equipment on operating leases, net (Note 7; Note 10 at VIEs)							41,296			42,055
Deferred income taxes	23,783			24,082			24,441			24,640
Other assets (Note 3; Note 8 at VIEs)	7,038			5,770
Other assets (Note 4; Note 10 at VIEs)							6,525			7,346
Total non-current assets	150,964			152,046			148,925			153,045
Total Assets	$	231,529		$	227,339		$	246,624		$	228,037

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	21,406		$	22,297		$	20,031		$	21,018
Short-term debt and current portion of long-term debt (Note 9)
Short-term debt and current portion of long-term debt (Note 11)
Automotive	2,890			935			1,730			1,897
GM Financial (Note 8 at VIEs)	31,884			30,956
GM Financial (Note 10 at VIEs)							43,331			35,503
Accrued liabilities	28,072			28,049			26,200			26,487
Total current liabilities	84,252			82,237			91,292			84,905
Non-current Liabilities
Long-term debt (Note 9)
Long-term debt (Note 11)
Automotive	12,448			13,028			28,581			12,489
GM Financial (Note 8 at VIEs)	57,244			60,032
Postretirement benefits other than pensions (Note 12)	5,301			5,370
Pensions (Note 12)	10,223			11,538
GM Financial (Note 10 at VIEs)							52,858			53,435
Postretirement benefits other than pensions (Note 14)							5,766			5,935
Pensions (Note 14)							11,505			12,170
Other liabilities	13,290			12,357			12,305			13,146
Total non-current liabilities	98,506			102,325			111,015			97,175
Total Liabilities	182,758			184,562			202,307			182,080
Commitments and contingencies (Note 13)
Equity (Note 16)
Commitments and contingencies (Note 15)
Equity (Note 18)
Common stock, $0.01 par value	14			14			14			14
Additional paid-in capital	25,928			25,563			26,014			26,074
Retained earnings	27,609			22,322			25,885			26,860
Accumulated other comprehensive loss	(8,997		)	(9,039		)	(11,800		)	(11,156		)
Total stockholders’ equity	44,554			38,860			40,113			41,792
Noncontrolling interests	4,217			3,917			4,204			4,165
Total Equity	48,771			42,777			44,317			45,957
Total Liabilities and Equity	$	231,529		$	227,339		$	246,624		$	228,037

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


	Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Cash flows from operating activities
Income from continuing operations	$	6,859		$	6,006
Net income							$	286		$	2,145
Depreciation and impairment of Equipment on operating leases, net	5,573			5,633			1,806			1,897
Depreciation, amortization and impairment charges on Property, net	5,259			4,390			1,502			2,219
Foreign currency remeasurement and transaction (gains) losses	(170		)	280			(116		)	80
Undistributed earnings of nonconsolidated affiliates, net	243			185			132			(413		)
Pension contributions and OPEB payments	(789		)	(1,750		)	(213		)	(291		)
Pension and OPEB income, net	(351		)	(940		)	(263		)	(149		)
Provision for deferred taxes	234			680
Provision (benefit) for deferred taxes							188			(253		)
Change in other operating assets and liabilities	(5,310		)	(5,258		)	(1,761		)	(5,316		)
Net cash provided by operating activities	11,548			9,226
Net cash provided by (used in) operating activities							1,561			(81		)
Cash flows from investing activities
Expenditures for property	(4,852		)	(6,562		)	(1,224		)	(2,014		)
Available-for-sale marketable securities, acquisitions	(3,130		)	(2,313		)	(4,091		)	(677		)
Available-for-sale marketable securities, liquidations	2,587			4,637			1,113			678
Purchases of finance receivables, net	(19,027		)	(17,297		)	(6,374		)	(7,215		)
Principal collections and recoveries on finance receivables	17,088			11,776			4,739			6,207
Purchases of leased vehicles, net	(12,488		)	(13,051		)	(3,733		)	(3,747		)
Proceeds from termination of leased vehicles	9,983			8,094			3,088			3,059
Other investing activities	148			(25		)	(88		)	(2		)
Net cash used in investing activities – continuing operations	(9,691		)	(14,741		)
Net cash provided by investing activities – discontinued operations	—			166
Net cash used in investing activities	(9,691		)	(14,575		)	(6,570		)	(3,711		)
Cash flows from financing activities
Net increase in short-term debt	756			1,695			13			959
Proceeds from issuance of debt (original maturities greater than three months)	27,835			32,801			35,863			11,757
Payments on debt (original maturities greater than three months)	(29,432		)	(25,408		)	(11,339		)	(10,777		)
Proceeds from issuance of subsidiary preferred stock	463			1,753
Dividends paid	(1,792		)	(1,690		)	(590		)	(626		)
Other financing activities	(175		)	(539		)	(267		)	(236		)
Net cash provided by (used in) financing activities	(2,345		)	8,612
Net cash provided by financing activities							23,680			1,077
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(109		)	(253		)	(448		)	—
Net increase (decrease) in cash, cash equivalents and restricted cash	(597		)	3,010			18,223			(2,715		)
Cash, cash equivalents and restricted cash at beginning of period	23,496			17,848			22,943			23,496
Cash, cash equivalents and restricted cash at end of period	$	22,899		$	20,858		$	41,166		$	20,781

Significant Non-cash Investing and Financing Activity
Non-cash property additions – continuing operations	$	3,435		$	4,284
Non-cash property additions							$	1,262		$	1,785

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)


	Common Stockholders’											Noncontrolling Interests			Total Equity			Common Stockholders’											Noncontrolling Interests			Total Equity
	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
Balance at January 1, 2018	$	14	$	25,371		$	17,627		$	(8,011	)	$	1,199		$	36,200
Adoption of accounting standards	—		—			(1,046		)	(98		)	—			(1,144		)
Net income	—		—			1,046			—			(6		)	1,040
Other comprehensive income	—		—			—			28			(1		)	27
Purchase of common stock	—		(44		)	(56		)	—			—			(100		)
Cash dividends paid on common stock	—		—			(536		)	—			—			(536		)
Dividends to noncontrolling interests	—		—			—			—			(30		)	(30		)
Other	—		10			(7		)	—			(2		)	1
Balance at March 31, 2018	14		25,337			17,028			(8,081		)	1,160			35,458
Net income	—		—			2,390			—			(24		)	2,366
Other comprehensive loss	—		—			—			(90		)	(4		)	(94		)
Issuance of preferred stock (Note 16)	—		—			—			—			1,261			1,261
Cash dividends paid on common stock	—		—			(535		)	—			—			(535		)
Dividends to noncontrolling interests	—		—			—			—			(7		)	(7		)
Other	—		128			(10		)	—			69			187
Balance at June 30, 2018	14		25,465			18,873			(8,171		)	2,455			38,636
Net income	—		—			2,534			—			(4		)	2,530
Other comprehensive loss	—		—			—			(150		)	—			(150		)
Issuance of preferred stock (Note 16)	—		—			—			—			492			492
Cash dividends paid on common stock	—		—			(537		)	—			—			(537		)
Dividends to noncontrolling interests	—		—			—			—			(69		)	(69		)
Other	—		38			(5		)	—			(27		)	6
Balance at September 30, 2018	$	14	$	25,503		$	20,865		$	(8,321	)	$	2,847		$	40,908
																		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance at January 1, 2019	$	14	$	25,563		$	22,322		$	(9,039	)	$	3,917		$	42,777		$	14	$	25,563		$	22,322		$	(9,039	)
Net income	—		—			2,157			—			(12		)	2,145			—		—			2,157			—			(12		)	2,145
Other comprehensive income	—		—			—			190			(5		)	185			—		—			—			190			(5		)	185
Stock based compensation	—		95			(6		)	—			—			89			—		95			(6		)	—			—			89
Cash dividends paid on common stock	—		—			(539		)	—			—			(539		)	—		—			(539		)	—			—			(539		)
Dividends to noncontrolling interests	—		—			—			—			(18		)	(18		)	—		—			—			—			(18		)	(18		)
Other	—		3			5			—			(9		)	(1		)	—		3			5			—			(9		)	(1		)
Balance at March 31, 2019	14		25,661			23,939			(8,849		)	3,873			44,638			$	14	$	25,661		$	23,939		$	(8,849	)	$	3,873		$	44,638

Balance at January 1, 2020																		$	14	$	26,074		$	26,860		$	(11,156	)	$	4,165		$	45,957
Adoption of accounting standards (Note 1)																		—		—			(660		)	—			—			(660		)
Net income	—		—			2,418			—			(15		)	2,403			—		—			294			—			(8		)	286
Other comprehensive income	—		—			—			79			(5		)	74
Issuance of preferred stock (Note 16)	—		—			—			—			408			408
Other comprehensive loss																		—		—			—			(644		)	(12		)	(656		)
Issuance of subsidiary preferred stock																		—		—			—			—			26			26
Purchase of common stock																		—		(57		)	(33		)	—			—			(90		)
Stock based compensation	—		78			(9		)	—			—			69			—		(3		)	(7		)	—			—			(10		)
Cash dividends paid on common stock	—		—			(540		)	—			—			(540		)	—		—			(545		)	—			—			(545		)
Dividends to noncontrolling interests	—		—			—			—			(23		)	(23		)	—		—			—			—			(4		)	(4		)
Other	—		26			(1		)	—			35			60			—		—			(24		)	—			37			13
Balance at June 30, 2019	14		25,765			25,807			(8,770		)	4,273			47,089
Net income	—		—			2,351			—			(40		)	2,311
Other comprehensive loss	—		—			—			(227		)	(10		)	(237		)
Issuance of preferred stock (Note 16)	—		—			—			—			49			49
Stock based compensation	—		90			(6		)	—			—			84
Cash dividends paid on common stock	—		—			(543		)	—			—			(543		)
Dividends to noncontrolling interests	—		—			—			—			(62		)	(62		)
Other	—		73			—			—			7			80
Balance at September 30, 2019	$	14	$	25,928		$	27,609		$	(8,997	)	$	4,217		$	48,771
Balance at March 31, 2020																		$	14	$	26,014		$	25,885		$	(11,800	)	$	4,204		$	44,317

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

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

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our ~~2018~~2019 Form 10-K. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions. In the three months ended March 31, 2019 we changed the presentation of our condensed consolidated balance sheets to reclassify the current portion of Equipment on operating leases, net to Other current assets and our condensed consolidated statements of cash flows to reclassify Payments to purchase common stock to Other financing activities. We have made corresponding reclassifications to the comparable information for all periods presented.

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

Recently Adopted Accounting Standards Effective January 1, ~~2019,~~2020, we adopted Accounting Standards Update (ASU) ~~2016-02, "Leases"~~2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU ~~2016-02) using~~2016-13), which requires entities to use a new impairment model based on current expected credit losses (CECL) rather than incurred losses. Estimated credit losses under CECL consider relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets, resulting in recognition of lifetime expected credit losses at initial recognition of the related asset. We adopted ASU 2016-13 on a modified retrospective ~~method, resulting in a~~basis by recognizing an after-tax cumulative-effect adjustment to the opening balance of Retained earnings of $660 million, inclusive of $643 million related to GM Financial. The application of ASU 2016-13 increased our allowance for loan losses related to GM Financial receivables, net by $801 million and had an insignificant ~~amount. We recognized $1.0 billion of right of use assets~~impact to our allowance for credit losses for Accounts and ~~lease obligations included in Other assets, Accrued liabilities~~notes receivable and ~~Other liabilities~~no adoption impact to Marketable debt securities on our condensed consolidated balance ~~sheet~~sheets.

Accounting Standards Not Yet Adopted In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04), which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 became effective March 12, 2020 and may be applied prospectively through December 31, 2022. We do not believe the discontinuance of LIBOR will be a significant event for our ~~existing operating lease portfolio~~Automotive arrangements. A substantial portion of GM Financial’s indebtedness bears interest at ~~January 1, 2019.~~variable interest rates, primarily based on USD-LIBOR. We ~~elected to apply~~are currently assessing the ~~practical expedient related to land easements, as well as~~impact the ~~package~~discontinuance of ~~practical expedients permitted under~~LIBOR or another reference rate will have on GM Financial’s contracts, hedging relationships and other transactions that, once completed, will determine the ~~transition~~effect of adopting this guidance in the new standard, which allowed us to carry forward our historical lease classification. The accounting for our finance leases and leases where we are the lessor remained substantially unchanged. The application of ASU 2016-02 had no impact on our condensed consolidated ~~income statement or condensed consolidated statement of cash flows.~~financial statements.

Note 2.Significant Accounting Policies

The ~~following table summarizes our minimum commitments under noncancelable operating leases having initial terms in excess of one year, primarily for property, at December 31, 2018 as disclosed~~information presented on Marketable Debt Securities, Accounts and Notes Receivable and GM Financial Receivables supplements the Significant Accounting Policies information presented in our ~~2018~~2019 Form ~~10-K:~~10-K to reflect the adoption of ASU 2016-13 that became effective January 1, 2020. See our 2019 Form 10-K for a description of our significant accounting policies in effect prior to the adoption of ASU 2016-13.

Years Ending December 31,
2019 2020 2021 2022 2023 Thereafter Total
Minimum commitments(a) $ 296
$ 286
$ 247
$ 180
$ 146
$ 582
$ 1,737
Sublease income (61 ) (51 ) (44 ) (38 ) (33 ) (129 ) (356 )
Net minimum commitments $ 235
$ 235
$ 203
$ 142
$ 113
$ 453
$ 1,381

~~_________~~


~~(a)~~	~~Certain leases contain escalation clauses and renewal or purchase options.~~

~~Refer to Note 13 for information on our operating leases at September 30, 2019.~~

Marketable Debt Securities We classify marketable debt securities as either available-for-sale or trading. Various factors, including turnover of holdings and investment guidelines, are considered in determining the classification of securities. Available-

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

~~Accounting Standards Not Yet Adopted~~ ~~In June 2016 the Financial Accounting Standards Board issued ASU 2016-13, "Financial Instruments –~~for-sale debt securities are recorded at fair value with unrealized gains, and losses that are not credit related, recorded net of applicable taxes in Accumulated other comprehensive loss until realized. Credit ~~Losses (Topic 326): Measurement~~losses are recorded in Interest income and other non-operating income, net.

An evaluation is made quarterly to determine if any portion of ~~Credit Losses~~unrealized losses on ~~Financial Instruments" (ASU 2016-13), which requires entities~~available-for-sale debt securities is related to ~~use a new impairment model based on Current Expected Credit Losses (CECL) rather than incurred losses. We plan to adopt ASU 2016-13 on January 1, 2020 on a modified retrospective basis. Estimated~~ credit losses ~~under CECL~~or whether any unrealized losses recorded in Accumulated other comprehensive loss need to be reclassified. Non-credit related unrealized losses are reclassified to Interest income and other non-operating income, net if we intend to sell the security or it is more likely than not that we will ~~consider relevant information about past events, current conditions~~be required to sell the security before the recovery of the unrealized loss.

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

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

Troubled debt restructurings (TDRs) are grouped separately for purposes of lifetime expected credit losses upon loan origination. We are currently validating and refining our process for our implementation of ASU 2016-13. Upon adoption, we expect to record an adjustment that will increase ourmeasuring the allowance. The allowance for ~~credit losses between $700 million and $900 million, with an after-tax reduction~~TDRs uses static pool modeling techniques like non-TDR retail finance receivables to ~~Retained earnings between $500 million and $700 million.~~determine the expected loss amount. The ~~amount~~expected cash flows of the ~~adjustment~~receivables are then discounted at the original weighted average effective interest rate of the pool. Factors considered when estimating the allowance for TDRs are based on an evaluation of historical and current information, which may be supplemented by management judgment. Finance charge income from loans classified as TDRs is ~~heavily dependent~~accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the ~~volume, credit mix~~same payment hierarchy methodology applied to loans that are not classified as TDRs.

Commercial finance receivables are carried at amortized cost, net of allowance for loan losses and ~~seasoning of our~~any amounts received under a cash management program. GM Financial establishes the allowance for loan ~~portfolio.~~

losses based on historical loss experience, as well as the forecast for industry vehicle sales, which is the economic indicator believed to have the largest impact on expected losses.

Note 2.3. Revenue

The following table disaggregates our revenue by major ~~source for revenue generating segments:~~source:

Three Months Ended September 30, 2019
GMNA GMI Corporate Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Vehicle, parts and accessories $ 26,825

$ 3,519

$ —

$ 30,344

$ —
$ —

$ —

$ 30,344
Used vehicles 345
31
—
376
—
—
—
376
Services and other 801

244

52

1,097

25
—

(25 )
1,097
Automotive net sales and revenue 27,971

3,794

52

31,817

25
—

(25 )
31,817
Leased vehicle income —
—
—
—
—
2,515
—
2,515
Finance charge income —
—
—
—
—
1,043
(2 ) 1,041
Other income —
—
—
—
—
101
(1 ) 100
GM Financial net sales and revenue —

—

—

—

—
3,659

(3 )
3,656
Net sales and revenue $ 27,971

$ 3,794

$ 52

$ 31,817

$ 25
$ 3,659

$ (28 )
$ 35,473

Three Months Ended September 30, 2018

GMNA
GMI
Corporate
Total Automotive
GM Financial
Eliminations
Total
Vehicle, parts and accessories $ 26,273

$ 4,226

$ 2

$ 30,501

$ —

$ (11 )
$ 30,490
Used vehicles 582

23

—

605

—

(1 )
604
Services and other 795

333

54

1,182

—

—

1,182
Automotive net sales and revenue 27,650

4,582

56

32,288

—

(12 )
32,276
Leased vehicle income —

—

—

—

2,501

—

2,501
Finance charge income —

—

—

—

917

(2 )
915
Other income —

—

—

—

100

(1 )
99
GM Financial net sales and revenue —

—

—

—

3,518

(3 )
3,515
Net sales and revenue $ 27,650

$ 4,582

$ 56

$ 32,288

$ 3,518

$ (15 )
$ 35,791


	Nine Months Ended September 30, 2019																	Three Months Ended March 31, 2020
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications			Total		GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications			Total
Vehicle, parts and accessories	$	79,763	$	10,830	$	—	$	90,593	$	—	$	—	$	—		$	90,593	$	24,576	$	2,998	$	—	$	27,574	$	—	$	—	$	—		$	27,574
Used vehicles	1,549		95		—		1,644		—		—		—			1,644		376		25		2		403		—		—		—			403
Services and other	2,348		766		152		3,266		75		—		(75		)	3,266		879		257		36		1,172		25		—		(24		)	1,173
Automotive net sales and revenue	83,660		11,691		152		95,503		75		—		(75		)	95,503		25,831		3,280		38		29,149		25		—		(24		)	29,150
Leased vehicle income	—		—		—		—		—		7,536		—			7,536		—		—		—		—		—		2,463		—			2,463
Finance charge income	—		—		—		—		—		3,038		(6		)	3,032		—		—		—		—		—		1,006		(1		)	1,005
Other income	—		—		—		—		—		344		(4		)	340		—		—		—		—		—		92		(1		)	91
GM Financial net sales and revenue	—		—		—		—		—		10,918		(10		)	10,908		—		—		—		—		—		3,561		(2		)	3,559
Net sales and revenue	$	83,660	$	11,691	$	152	$	95,503	$	75	$	10,918	$	(85	)	$	106,411	$	25,831	$	3,280	$	38	$	29,149	$	25	$	3,561	$	(26	)	$	32,709

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)


	Nine Months Ended September 30, 2018															Three Months Ended March 31, 2019
	GMNA		GMI		Corporate		Total Automotive		GM Financial		Eliminations			Total		GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications			Total
Vehicle, parts and accessories	$	79,029	$	13,320	$	12	$	92,361	$	—	$	(36	)	$	92,325	$	25,962	$	3,567	$	—	$	29,529	$	—	$	—	$	—		$	29,529
Used vehicles	2,506		138		—		2,644		—		(34		)	2,610		627		35		—		662		—		—		—			662
Services and other	2,434		730		143		3,307		—		—			3,307		776		248		46		1,070		25		—		(25		)	1,070
Automotive net sales and revenue	83,969		14,188		155		98,312		—		(70		)	98,242		27,365		3,850		46		31,261		25		—		(25		)	31,261
Leased vehicle income	—		—		—		—		7,445		—			7,445		—		—		—		—		—		2,509		—			2,509
Finance charge income	—		—		—		—		2,667		(5		)	2,662		—		—		—		—		—		987		(2		)	985
Other income	—		—		—		—		305		(4		)	301		—		—		—		—		—		124		(1		)	123
GM Financial net sales and revenue	—		—		—		—		10,417		(9		)	10,408		—		—		—		—		—		3,620		(3		)	3,617
Net sales and revenue	$	83,969	$	14,188	$	155	$	98,312	$	10,417	$	(79	)	$	108,650	$	27,365	$	3,850	$	46	$	31,261	$	25	$	3,620	$	(28	)	$	34,878

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Adjustments to sales incentives for previously recognized sales ~~increased revenue by $560 million and~~ were insignificant in the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service contracts. We recognized revenue of ~~$434~~$386 million and ~~$1.3 billion~~$433 million related to contract liabilities induring the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~$426 million and $1.2 billion in the three and nine months ended September 30, 2018.~~2019. We expect to recognize revenue of ~~$464~~$885 million in the ~~three~~nine months ending December 31, ~~2019~~2020 and ~~$806~~$593 million, ~~$465~~$346 million and ~~$580~~$447 million in the years ending December 31, ~~2020,~~ 2021, 2022 and thereafter related to contract liabilities at ~~September 30, 2019.~~March 31, 2020.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note 3.4. Marketable and Other Securities

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


	Fair Value Level	September 30, 2019		December 31, 2018		Fair Value Level	March 31, 2020		December 31, 2019
Cash and cash equivalents
Cash and time deposits(a)		$	8,388	$	7,254		$	11,965	$	6,828
Available-for-sale debt securities
U.S. government and agencies	2	1,846		4,656		2	5,011		1,484
Corporate debt	2	5,923		3,791		2	7,660		5,863
Sovereign debt	2	1,435		1,976		2	1,675		2,123
Total available-for-sale debt securities – cash equivalents		9,204		10,423			14,346		9,470
Money market funds	1	2,459		3,167		1	12,195		2,771
Total cash and cash equivalents(b)		$	20,051	$	20,844		$	38,506	$	19,069
Marketable debt securities
U.S. government and agencies	2	$	1,770	$	1,230	2	$	1,810	$	226
Corporate debt	2	3,716		3,478		2	3,104		2,932
Mortgage and asset-backed	2	807		695		2	667		681
Sovereign debt	2	432		563		2	2,039		335
Total available-for-sale debt securities – marketable securities(c)		$	6,725	$	5,966		$	7,620	$	4,174
Restricted cash
Cash and cash equivalents		$	282	$	260		$	239	$	292
Money market funds	1	2,566		2,392		1	2,421		3,582
Total restricted cash		$	2,848	$	2,652		$	2,660	$	3,874

Available-for-sale debt securities included above with contractual maturities(d)	Available-for-sale debt securities included above with contractual maturities(d)					Available-for-sale debt securities included above with contractual maturities(d)
Due in one year or less		$	10,708				$	18,605
Due between one and five years		4,414					2,694
Total available-for-sale debt securities with contractual maturities		$	15,122				$	21,299

__________


(a)	Includes ~~$481 million~~an insignificant amount and ~~$616~~$248 million that is designated exclusively to fund capital expenditures in GM Korea Company (GM Korea) at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.


(b)	Includes ~~$2.2~~$1.5 billion and $2.3 billion in Cruise at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.


(c)	Includes ~~$586~~$877 million and $266 million in Cruise at ~~September 30,~~March 31, 2020 and December 31, 2019.


(d)	Excludes mortgage- and asset-backed ~~securities.~~securities of $667 million at March 31, 2020 as these securities are not due at a single maturity date.

Proceeds from the sale of available-for-sale debt investments sold prior to maturity were ~~$535~~$366 million and ~~$1.7 billion~~$611 million in the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018 and $1.6 billion and $3.6 billion in the nine months ended September 30, 2019 and 2018.~~2019. Net unrealized gains and losses on available-for-sale debt securities were insignificant in the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. Cumulative unrealized gains and losses on available-for-sale debt securities were insignificant at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

Our remaining investment in Lyft, Inc. (Lyft) was measured at fair value ~~at September 30, 2019~~ using Lyft’s quoted market price, a Level 1 input. The ~~restrictions on selling or transferring the investment expired on August 19, 2019 and the fair value measurement no longer reflects a discount for the lack of marketability, a Level 3 input~~. ~~The~~ fair value of this investment ~~was $679 million,~~ included in Other current assets was insignificant and ~~$884~~$535 million ~~included in Other assets,~~ at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. We liquidated the vast majority of our shares in Lyft in the three months ended March 31, 2020. We recorded an unrealized loss of ~~$291 million~~an insignificant amount and ~~$71~~an unrealized gain of $285 million in Interest income and other non-operating income, net in the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~an unrealized gain of $142 million in the nine months ended September 30, 2018. Refer to Item 3. Quantitative and Qualitative Disclosures About Market Risk for exposure to equity price market risk.~~2019.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


	September 30, 2019		March 31, 2020
Cash and cash equivalents	$	20,051	$	38,506
Restricted cash included in Other current assets	2,300		2,175
Restricted cash included in Other assets	548		485
Total	$	22,899	$	41,166

Note 4.5. GM Financial Receivables and Transactions

September 30, 2019
December 31, 2018

Retail Commercial(a) Total Retail Commercial(a) Total
Finance receivables, collectively evaluated for impairment, net of fees $ 39,507

$ 12,756

$ 52,263

$ 38,220

$ 12,235

$ 50,455
Finance receivables, individually evaluated for impairment, net of fees(b) 2,390

40

2,430

2,348

41

2,389
GM Financial receivables 41,897

12,796

54,693

40,568

12,276

52,844
Less: allowance for loan losses(b) (856 )
(77 )
(933 )
(844 )
(67 )
(911 )
GM Financial receivables, net $ 41,041

$ 12,719

$ 53,760

$ 39,724

$ 12,209

$ 51,933

Fair value of GM Financial receivables utilizing Level 2 inputs

$ 12,719

$ 12,209
Fair value of GM Financial receivables utilizing Level 3 inputs $ 41,557
$ 39,430



	March 31, 2020									December 31, 2019
	Retail			Commercial(a)			Total			Retail			Commercial(a)			Total
GM Financial receivables, net of fees	$	42,474		$	11,760		$	54,234		$	42,229		$	11,671		$	53,900
Less: allowance for loan losses	(1,879		)	(87		)	(1,966		)	(866		)	(78		)	(944		)
GM Financial receivables, net	$	40,595		$	11,673		$	52,268		$	41,363		$	11,593		$	52,956

Fair value of GM Financial receivables utilizing Level 2 inputs							$	11,673								$	11,593
Fair value of GM Financial receivables utilizing Level 3 inputs							$	41,933								$	41,973

__________


(a)	Net of dealer cash management balances of $1.2 billion ~~and $922 million~~ at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.


~~(b)~~	Retail finance receivables individually evaluated for impairment, net of fees are classified as troubled debt restructurings. The allowance for loan losses included $337 million and $321 million of specific allowances on these receivables at September 30, 2019 and December 31, 2018.


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Allowance for loan losses at beginning of period	$	957		$	873		$	911		$	942		$	944		$	911
Impact of adoption ASU 2016-13 (Note 1)													801			—
Provision for loan losses	150			180			504			444			466			175
Charge-offs	(300		)	(285		)	(888		)	(878		)	(340		)	(309		)
Recoveries	134			130			411			398			156			145
Effect of foreign currency	(8		)	2			(5		)	(6		)	(61		)	2
Allowance for loan losses at end of period	$	933		$	900		$	933		$	900		$	1,966		$	924

The ~~allowance~~provision for loan losses ~~on retail~~increased primarily due to increased expected charge-offs and ~~commercial finance receivables included~~decreased expected recoveries as a ~~collective allowance~~result of ~~$585 million and $586 million and a specific allowance of $348 million and $325 million at September 30, 2019 and December 31, 2018. Refer to Note 1 for expected~~the economic impact of ~~adoption~~the novel strain of ~~ASU 2016-13.~~the coronavirus (COVID-19) pandemic.

Retail Finance Receivables ~~We use proprietary scoring systems in~~GM Financial's retail finance receivable portfolio includes loans made to consumers and businesses to finance the ~~underwriting process that measure~~purchase of vehicles for personal and commercial use. A summary of the ~~credit quality~~amortized cost of the retail finance receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g., FICO score or its equivalent) and contract characteristics. We also consider other factors such as employment history, financial stability and capacity to pay. Subsequent to origination we review the credit quality of retail finance receivables based on customer payment activity. At September 30, 2019 and December 31, 2018, 24% and 25% of retail finance receivables were from consumers with sub-prime credit scores, which are defined as aby FICO score or its equivalent, determined at origination, for each vintage of ~~less than 620~~the retail finance receivables portfolio at ~~the time of loan origination.~~March 31, 2020 is as follows:



	Year of Origination														March 31, 2020				December 31, 2019
	2020		2019		2018		2017		2016		2015		Prior		Total		Percent		Total		Percent
Prime – FICO score 680 and greater	$	4,027	$	9,976	$	6,806	$	3,199	$	1,143	$	343	$	15	$	25,509	60.0	%	$	25,400	60.1	%
Near-prime – FICO score 620 to 679	902		2,746		1,744		942		402		178		38		6,952		16.4	%	6,862		16.3	%
Sub-prime – FICO score less than 620	1,169		3,402		2,165		1,605		957		486		229		10,013		23.6	%	9,967		23.6	%
Retail finance receivables, net of fees	$	6,098	$	16,124	$	10,715	$	5,746	$	2,502	$	1,007	$	282	$	42,474	100.0	%	$	42,229	100.0	%

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

AnGM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, GM Financial generally has the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of ~~$853~~$735 million and ~~$888~~$875 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. The following table ~~summarizes~~is a consolidated summary of the ~~contractual amount~~delinquency status of ~~delinquent~~the outstanding amortized cost of retail finance receivables ~~which is not significantly different than the recorded investment~~for each vintage of the portfolio at March 31, 2020:



	Year of Origination														March 31, 2020				March 31, 2019
	2020		2019		2018		2017		2016		2015		Prior		Total		Percent		Total(a)		Percent
Current	$	6,078	$	15,702	$	10,297	$	5,411	$	2,277	$	877	$	214	$	40,856	96.2	%
31-to-60 days	19		302		294		241		161		93		47		1,157		2.7	%	$	1,048	2.5	%
Greater-than-60 days	1		113		118		90		62		36		21		441		1.1	%	412		1.0	%
Finance receivables more than 30 days delinquent	20		415		412		331		223		129		68		1,598		3.8	%	1,460		3.5	%
In repossession	—		7		6		4		2		1		—		20		—	%	47		0.1	%
Finance receivables more than 30 days delinquent or in repossession	20		422		418		335		225		130		68		1,618		3.8	%	$	1,507	3.6	%
Retail finance receivables, net of fees	$	6,098	$	16,124	$	10,715	$	5,746	$	2,502	$	1,007	$	282	$	42,474	100.0	%

__________


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

The outstanding amortized cost of retail finance ~~receivables:~~

September 30, 2019
September 30, 2018

Amount Percent of Contractual Amount Due Amount Percent of Contractual Amount Due
31-to-60 days delinquent $ 1,252

3.0 %
$ 1,302

3.5 %
Greater-than-60 days delinquent 514

1.2 %
498

1.3 %
Total finance receivables more than 30 days delinquent 1,766

4.2 %
1,800

4.8 %
In repossession 48

0.1 %
53

0.1 %
Total finance receivables more than 30 days delinquent or in repossession $ 1,814

4.3 %
$ 1,853

4.9 %

receivables that are considered TDRs was $2.3 billion at March 31, 2020, including $290 million in nonaccrual loans.

Commercial Finance Receivables ~~Our~~GM Financial's commercial finance receivables consist of dealer financings, primarily for inventory purchases. Proprietary models are used to assign a risk rating to each dealer. ~~We perform~~GM Financial performs periodic credit reviews of each dealership and ~~adjust~~adjusts the dealership's risk rating, if necessary. The commercial finance receivables on nonaccrual status were insignificant at March 31, 2020.

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



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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Dealers ~~in Group VI~~with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets. The ~~commercial finance receivables on non-accrual status were insignificant at September 30, 2019 and December 31, 2018. The~~ following table summarizes the credit risk profile by dealer risk rating of ~~the~~ commercial finance ~~receivables:~~ receivables at March 31, 2020:

September 30, 2019 December 31, 2018
Group I – Dealers with superior financial metrics $ 1,924

$ 2,192
Group II – Dealers with strong financial metrics 5,273

4,399
Group III – Dealers with fair financial metrics 3,994

4,064
Group IV – Dealers with weak financial metrics 1,199

1,116
Group V – Dealers warranting special mention due to elevated risks 332

422
Group VI – Dealers with loans classified as substandard, doubtful or impaired 74

83
$ 12,796

$ 12,276



	Year of Origination(a)																March 31, 2020
	Revolving		2020		2019		2018		2017		2016		2015		Prior		Total		Percent
I	$	9,976	$	76	$	226	$	105	$	113	$	118	$	63	$	9	$	10,686	90.9	%
II	606		—		9		3		21		23		13		23		698		5.9	%
III	325		—		8		10		14		—		1		—		358		3.0	%
IV	14		—		—		—		—		—		4		—		18		0.2	%
Commercial finance receivables, net of fees	$	10,921	$	76	$	243	$	118	$	148	$	141	$	81	$	32	$	11,760	100.0	%

__________


(a)	Floorplan advances comprise 98% of the total revolving balance. Dealer term loans are presented by year of origination.

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


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Condensed Consolidated Balance Sheets(a)
Commercial finance receivables, net due from GM consolidated dealers	$	502	$	445	$	522	$	478
Finance receivables from GM subsidiaries	$	70	$	134	$	30	$	39
Subvention receivable(b)	$	692	$	727	$	668	$	676
Commercial loan funding payable	$	61	$	61	$	38	$	74


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018		March 31, 2020		March 31, 2019
Condensed Consolidated Statements of Income
Interest subvention earned on finance receivables	$	153	$	142	$	448	$	409	$	156	$	148
Leased vehicle subvention earned	$	814	$	827	$	2,467	$	2,438	$	805	$	835

__________


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


(b)	Cash paid by Automotive segments to GM Financial for subvention was ~~$1.0 billion and~~ $1.1 billion ~~for~~in the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018 and $3.1 billion and $2.8 billion for the nine months ended September 30, 2019 and 2018.~~2019.

GM Financial's Board of Directors declared and paid a dividend of $400 million on its common stock in March 2020.

Note 6. Inventories



	March 31, 2020		December 31, 2019
Total productive material, supplies and work in process	$	4,843	$	4,713
Finished product, including service parts	5,956		5,685
Total inventories	$	10,799	$	10,398

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~~GM Financial's Board of Directors declared a $400 million dividend on its common stock on October 24, 2019, which we received on October 25, 2019.~~

~~Note 5. Inventories~~

September 30, 2019 December 31, 2018
Total productive material, supplies and work in process $ 5,313
$ 4,274
Finished product, including service parts 6,484
5,542
Total inventories $ 11,797
$ 9,816

Note 6.7. Equipment on Operating Leases

Equipment on operating leases primarily consists of leases to retail customers of GM Financial. The current portion of net equipment on operating leases is included in Other current assets.


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Equipment on operating leases	$	53,935		$	55,282		$	52,179		$	53,081
Less: accumulated depreciation	(11,276		)	(11,476		)	(10,873		)	(10,989		)
Equipment on operating leases, net	$	42,659		$	43,806		$	41,306		$	42,092

Depreciation expense related to Equipment on operating leases, net was $1.8 billion and $1.9 billion in the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018 and $5.6 billion in the nine months ended September 30, 2019 and 2018.~~2019.

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

Year Ending December 31,
2019 2020 2021 2022 2023 Thereafter Total
Lease receipts under operating leases $ 1,852
$ 5,996
$ 3,471
$ 1,084
$ 79
$ 3
$ 12,485



	Year Ending December 31,
	2020		2021		2022		2023		2024		Total
Lease receipts under operating leases	$	4,991	$	4,599	$	2,112	$	252	$	7	$	11,961

Note 7.8. Equity in Net Assets of Nonconsolidated Affiliates

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Automotive China equity income $ 282
$ 485
$ 893

$ 1,674
Other joint ventures equity income 33
45
107

141
Total Equity income $ 315
$ 530
$ 1,000

$ 1,815



	Three Months Ended
	March 31, 2020			March 31, 2019
Automotive China equity income (loss)	$	(167	)	$	376
Other joint ventures equity income	35			38
Total Equity income (loss)	$	(132	)	$	414

There have been 0 significant ownership changes in our Automotive China joint ventures (Automotive China JVs) since December 31, ~~2018.~~2019.


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018		March 31, 2020			March 31, 2019
Summarized Operating Data of Automotive China JVs
Automotive China JVs' net sales	$	9,695	$	11,461	$	28,843	$	37,781	$	4,321		$	10,146
Automotive China JVs' net income	$	455	$	999	$	1,721	$	3,370
Automotive China JVs' net income (loss)									$	(348	)	$	767

Dividends declared but not paid from our nonconsolidated affiliates were ~~$580 million~~$1.0 billion and an insignificant amount at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Dividends received from our nonconsolidated affiliates were ~~$303 million and~~ insignificant in the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018 and $1.2 billion and $2.0 billion in the nine months ended September 30, 2019 and 2018.~~2019. Undistributed earnings from our nonconsolidated affiliates were $2.0 billion and $2.1 billion ~~and $2.3 billion~~ at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

Note 9.Goodwill

We had Goodwill of $1.8 billion at March 31, 2020, which includes $1.3 billion related to GM Financial's North America reporting unit. Since December 31, 2019, the COVID-19 pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The pandemic and corresponding measures have caused material disruption to businesses, resulting in an economic slowdown. The unprecedented economic and social uncertainty resulting from the COVID-19 pandemic indicated that it was more likely than not that a goodwill impairment might exist at March 31, 2020 for GM Financial's North America reporting unit. Therefore, in the three months ended March 31, 2020, we performed an event-driven goodwill impairment test for GM Financial's North America reporting unit and determined no goodwill impairment exists.

The fair value of GM Financial's North America reporting unit was determined based on valuation techniques using the best available information, primarily discounted cash flow projections. We make significant assumptions and estimates about the extent and timing of future cash flows. There can be no assurance that anticipated financial results will be achieved. Under multiple scenarios, including fully weighting the downside cash flow scenario, the estimated fair value of GM Financial's North America

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reporting unit exceeded its carrying amount. Future goodwill impairments could be recognized should economic uncertainty continue thereby resulting in a prolonged economic slowdown and a corresponding decline in the fair value of our reporting units.

Note 8.10. Variable Interest Entities

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

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


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Restricted cash – current	$	2,106	$	1,876	$	2,047	$	2,202
Restricted cash – non-current	$	478	$	504	$	410	$	441
GM Financial receivables, net of fees – current	$	19,401	$	18,304	$	21,449	$	19,081
GM Financial receivables, net of fees – non-current	$	13,036	$	14,008	$	19,249	$	15,921
GM Financial equipment on operating leases, net	$	17,603	$	21,781	$	18,279	$	14,464
GM Financial short-term debt and current portion of long-term debt	$	21,116	$	21,087	$	30,962	$	23,952
GM Financial long-term debt	$	17,786	$	21,417	$	15,062	$	15,819

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

~~Note 9. Debt~~

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

September 30, 2019 December 31, 2018
Carrying Amount Fair Value Carrying Amount Fair Value
Automotive debt $ 14,993
$ 16,018
$ 13,435
$ 12,700
Finance lease liabilities 345
571
528
831
Total automotive debt $ 15,338
$ 16,589
$ 13,963
$ 13,531
Fair value utilizing Level 1 inputs $ 13,335
$ 11,693
Fair value utilizing Level 2 inputs $ 3,254
$ 1,838

~~Finance lease assets in Property, net were $370 million at~~ ~~September 30, 2019~~. Finance lease costs were insignificant and $128 million in the three and nine months ended September 30, 2019. Finance lease right of use assets obtained in exchange for lease obligations were $140 million in the nine months ended September 30, 2019. Undiscounted future lease obligations related to finance leases are $108 million in the three months ending December 31, 2019, $196 million in aggregate for the years 2020 to 2023 and $372 million thereafter, with imputed interest of $331 million at ~~September 30, 2019. The weighted-average discount rate on finance leases was 10.5% and the weighted-average remaining lease term was 12.0 years at~~ ~~September 30, 2019~~.

In January 2019 we executed a new three-year committed unsecured revolving credit facility with an initial borrowing capacity of $3.0 billion, reducing to $2.0 billion in July 2020. The facility is being used to fund costs related to transformation activities announced in November 2018 and to provide additional financial flexibility. In the nine months ended September 30, 2019 we borrowed $700 million against this facility to support transformation-related disbursements. In April 2019 we renewed our 364-

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~~day~~Note 11. Debt

Automotive The following table presents debt in our automotive operations:



	March 31, 2020					December 31, 2019
	Carrying Amount		Fair Value			Carrying Amount		Fair Value
Secured Debt	$	123	$	122		$	167	$	165
Unsecured Debt	29,884		28,689			13,909		15,247
Finance lease liabilities	304		566			310		516
Total automotive debt(a)	$	30,311	$	29,377		$	14,386	$	15,928

Fair value utilizing Level 1 inputs			$	10,572				$	13,628
Fair value utilizing Level 2 inputs			$	18,805				$	2,300

Available under credit facility agreements(b)			$	1,350				$	17,285
Weighted-average interest rate on outstanding short-term debt(c)			5.8		%			4.9		%
Weighted-average interest rate on outstanding long-term debt(c)			3.5		%			5.4		%

__________


(a)	Includes net discount and debt issuance costs of $483 million and $540 million at March 31, 2020 and December 31, 2019.


(b)	Includes amounts available from our three-year unsecured revolving credit facility with an initial borrowing capacity of $3.0 billion, which is currently planned to reduce to $2.0 billion in July 2020. Our 364-day, $2.0 billion facility is not included in the amount because it is designated for exclusive use by GM Financial.


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

Unsecured debt primarily consists of revolving credit facilities and senior notes. In the three months ended March 31, 2020, we borrowed $3.4 billion against our three-year, $4.0 billion facility, $2.0 billion ~~credit~~against our three-year, $3.0 billion facility ~~for an additional~~and $10.5 billion against our five-year, $10.5 billion facility with maturity dates ranging from 2021 to 2023.

In April 2020, we renewed our 364-day, ~~term. This~~$2.0 billion facility ~~has been allocated~~dedicated for exclusive use by GM Financial ~~since~~for an additional 364-day term and extended $3.6 billion of the three-year, $4.0 billion facility for an additional year expiring in April ~~2018.~~2022. The remaining portion will expire in April 2021, unless extended. As part of the extension of the three-year, $4.0 billion facility, we have agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $3.0 billion facility. In addition, we are restricted from paying dividends on our common shares if outstanding borrowings under the revolving credit facilities exceed $5.0 billion, with the exception of the three-year, $3.0 billion facility.

GM Financial The following table presents debt of GM Financial:


	September 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt	$	39,029	$	39,265	$	42,835	$	42,835	$	46,170	$	46,073	$	39,959	$	40,160
Unsecured debt	50,099		50,954		48,153		47,556		50,019		45,436		48,979		50,239
Total GM Financial debt	$	89,128	$	90,219	$	90,988	$	90,391	$	96,189	$	91,509	$	88,938	$	90,399

Fair value utilizing Level 2 inputs			$	88,388			$	88,305			$	89,892			$	88,481
Fair value utilizing Level 3 inputs			$	1,831			$	2,086			$	1,617			$	1,918

Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 810 for additional information on GM Financial's involvement with VIEs. GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured credit facilities. The weighted-average interest rate on secured debt was 2.59% at March 31, 2020. The revolving credit facilities have maturity dates ranging from 2020 to 2026 and securitization notes payable have maturity dates ranging from 2020 to 2027. At the end of the revolving period, if not renewed, the debt of revolving credit facilities will amortize over a defined period. In the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, GM Financial ~~entered into~~had no new or renewed

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

credit facilities with ~~a total net~~ additional borrowing capacity ~~of $225 million, which had substantially the same terms as existing debt,~~ and ~~GM Financial~~ issued ~~$14.2~~$4.6 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~2.83%~~1.95% and maturity dates ranging from ~~2022~~2021 to ~~2026.~~2027.

Unsecured debt consists of senior notes, credit facilities and other unsecured debt. Senior notes outstanding at March 31, 2020 have maturity dates ranging from 2020 through 2029 and have a weighted-average interest rate of 3.33%. In the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, GM Financial issued ~~$6.5~~$2.1 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~3.65%~~2.09% and maturity dates ranging from ~~2021~~2024 to ~~2029.~~2028.

~~The principal amount outstanding of GM Financial's commercial paper in the U.S. was $1.0 billion and $1.2 billion at September 30, 2019 and December 31, 2018.~~

~~Each of the revolving~~Unsecured credit facilities and ~~the indentures governing GM Financial's notes contain terms~~other unsecured debt have original maturities of up to four years. The weighted-average interest rate on these credit facilities and ~~covenants,~~other unsecured debt was 4.47% at March 31, 2020.

Contractual Maturities The following table summarizes contractual maturities including ~~limitations on GM Financial's ability to incur certain liens.~~finance leases at March 31, 2020:



	Automotive		Automotive Financing		Total(a)
2020 (April 1, 2020 to December 31, 2020)	$	1,551	$	36,122	$	37,673
2021	1,273		23,383		24,656
2022(b)	5,129		12,839		17,968
2023	12,007		7,396		19,403
2024	62		5,866		5,928
2025	532		5,003		5,535
Thereafter	10,240		5,171		15,411
	$	30,794	$	95,780	$	126,574

________


(a)	Secured debt, credit facilities and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.


(b)	Automotive amount includes $3.0 billion drawn on our three-year, $4.0 billion facility renewed in April 2020 for an additional year expiring in April 2022.

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

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


	Fair Value Level	September 30, 2019		December 31, 2018		Fair Value Level	March 31, 2020		December 31, 2019
Derivatives not designated as hedges(a)
Foreign currency	2	$	5,251	$	2,710	2	$	5,256	$	5,075
Commodity	2	758		658		2	704		806
PSA warrants(b)	2	43		45		2	44		45
Total derivative financial instruments		$	6,052	$	3,413		$	6,004	$	5,926

__________


(a)	The fair value of these derivative instruments at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 and the gains/losses included in our condensed consolidated income statements for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were insignificant, unless otherwise noted.

(b)

The fair value of the warrants issued by Peugeot, S.A. (PSA Group), included in Other assets was ~~$1.0 billion~~$546 million and ~~$827~~$964 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. We recorded losses of $417 million and gains of $139 million in Interest income and other non-operating income, net ~~of $51 million and $171 million~~ in the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018 and $222 million and $324 million in the nine months ended September 30, 2019 and 2018.~~2019.

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

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

Fair Value Level September 30, 2019 December 31, 2018
Derivatives designated as hedges(a)
Fair value hedges – interest rate swaps(b) 2 $ 10,702

$ 9,533
Fair value hedges – foreign currency swaps(b) 2 1,744

1,829
Cash flow hedges
Interest rate swaps 2 553

768
Foreign currency swaps(c) 2 4,269

2,075
Derivatives not designated as hedges(a)
Interest rate contracts(d) 2 86,848

99,666
Total derivative financial instruments(e) $ 104,116

$ 113,871



	Fair Value Level	March 31, 2020						December 31, 2019
		Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Derivatives designated as hedges(a)
Fair value hedges
Interest rate swaps(b)	2	$	8,681	$	640	$	—	$	9,458	$	234	$	23
Foreign currency swaps	2	1,755		—		84		1,796		22		71
Cash flow hedges
Interest rate swaps	2	1,090		—		21		590		—		6
Foreign currency swaps	2	5,091		41		373		4,429		40		119
Derivatives not designated as hedges(a)
Interest rate contracts	2	104,282		843		772		92,400		340		300
Total derivative financial instruments(c)		$	120,899	$	1,524	$	1,250	$	108,673	$	636	$	519

__________

(a)

The ~~fair value of these derivative instruments at September 30, 2019 and December 31, 2018 and the~~ gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.

(b)

The ~~fair value of these derivative instruments located~~gains included in ~~Other assets was $384~~GM Financial interest, operating, and other expenses were $431 million and an insignificant ~~at September 30, 2019~~amount for the three months ended March 31, 2020 and ~~December 31, 2018. The fair value of these derivative instruments located in Other liabilities was insignificant and $291 million at September 30, 2019 and December 31, 2018.~~2019.


(c)	~~The fair value of these derivative instruments located in Other liabilities was $241 million and insignificant at September 30, 2019 and December 31, 2018.~~


~~(d)~~	The fair value of these derivative instruments located in Other assets was $302 million and $372 million at September 30, 2019 and December 31, 2018. The fair value of these derivative instruments located in Other liabilities was $384 million and $520 million at September 30, 2019 and December 31, 2018.

~~(e)~~

GM Financial held ~~$258~~$668 million and ~~insignificant amounts~~$210 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $270 million and an insignificant ~~amounts and $451 million~~amount of collateral to counterparties available for netting against GM Financial's liability positions at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

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

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

September 30, 2019 December 31, 2018
Carrying Amount of Hedged Items Cumulative Amount of Fair Value Hedging Adjustments(a) Carrying Amount of Hedged Items Cumulative Amount of Fair Value Hedging Adjustments(a)
GM Financial long-term debt $ 20,453
$ (135 ) $ 17,923
$ 459



	March 31, 2020					December 31, 2019
	Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)			Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments(a)
GM Financial unsecured debt(b)	$	22,082	$	(539	)	$	20,397	$	(77	)

__________


(a)	Includes ~~$131 million and $247 million~~an insignificant amount of amortization remaining on hedged items for which hedge accounting has been discontinued at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.


(b)	The losses for hedged items - interest rate swaps included in GM Financial interest, operating, and other expenses were $503 million and an insignificant amount for the three months ended March 31, 2020 and 2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Note ~~11.~~13. Product Warranty and Related Liabilities


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Warranty balance at beginning of period	$	7,439		$	7,990		$	7,590		$	8,332		$	7,798		$	7,590
Warranties issued and assumed in period – recall campaigns	357			101			609			515			117			124
Warranties issued and assumed in period – product warranty	500			542			1,556			1,599			498			527
Payments	(754		)	(723		)	(2,214		)	(2,175		)	(881		)	(732		)
Adjustments to pre-existing warranties	101			(209		)	79			(426		)	(19		)	36
Effect of foreign currency and other	(34		)	(8		)	(11		)	(152		)	(115		)	7
Warranty balance at end of period	$	7,609		$	7,693		$	7,609		$	7,693		$	7,398		$	7,552

We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at ~~September 30, 2019.~~March 31, 2020. Refer to Note 1315 for reasonably possible losses on Takata Corporation (Takata) matters.

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


	Three Months Ended September 30, 2019										Three Months Ended September 30, 2018											Three Months Ended March 31, 2020											Three Months Ended March 31, 2019
	Pension Benefits						Global OPEB Plans				Pension Benefits								Global OPEB Plans			Pension Benefits								Global OPEB Plans			Pension Benefits						Global OPEB Plans
	U.S.			Non-U.S.						U.S.				Non-U.S.				U.S.					Non-U.S.					U.S.					Non-U.S.						Global OPEB Plans
Service cost	$	99		$	38		Global OPEB Plans	$	4			$	83			$	33		Global OPEB Plans			$	5		$	62			$	Global OPEB Plans	29		$	5		$	98		$	35		$	4
Interest cost	566			148			54				513				112				49			429				91				43			566			120			54
Expected return on plan assets	(871		)	(240		)	—				(972		)		(201		)		—			(816		)		(170		)		—			(868		)	(195		)	—
Amortization of prior service cost (credit)	(1		)	2			(3		)		(1		)		1				(4		)	(1		)		2				(2		)	(1		)	1			(3		)
Amortization of net actuarial losses	2			31			7				2				35				14			4				42				19			3			29			8
Curtailments, settlements and other	—			119			—				—				18				—
Net periodic pension and OPEB (income) expense	$	(205	)	$	98		$	62			$	(375	)		$	(2	)		$	64		$	(322	)		$	(6	)		$	65		$	(202	)	$	(10	)	$	63

Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018
Pension Benefits Global OPEB Plans Pension Benefits Global OPEB Plans
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 295

$ 102

$ 12

$ 248

$ 138

$ 15
Interest cost 1,698

386

163

1,538

349

147
Expected return on plan assets (2,610 )
(627 )
—

(2,917 )
(621 )
—
Amortization of prior service cost (credit) (3 )
4

(10 )
(3 )
3

(11 )
Amortization of net actuarial losses 8

90

22

7

109

40
Curtailments, settlements and other —

119

—

—

18

—
Net periodic pension and OPEB (income) expense $ (612 ) $ 74
$ 187
$ (1,127 ) $ (4 ) $ 191

The curtailment and other charges recorded were primarily due to remeasurement of the General Motors Canada Company hourly pension plan as a result of transformation activities in the three and nine months ended September 30, 2019. Refer to Note 15 for additional information on transformation-related charges.

The non-service cost components of net periodic pension and other postretirement benefits (OPEB) income of ~~$125~~$338 million and ~~$401~~$230 million in the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018 and $587 million and $1.2 billion in the nine months ended September 30, 2019 and 2018~~ are presented in Interest income and other non-operating income, net.

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

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

Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. We identify below the material individual proceedings and investigations where we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we had accruals of ~~$1.4~~$1.2 billion and $1.3 billion in Accrued liabilities and Other liabilities. In many matters, it is inherently difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss. Accordingly, adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

Proceedings Related to Ignition Switch Recall and Other Recalls In 2014 we announced various recalls relating to safety and other matters. Those recalls included recalls to repair ignition switches that could, under certain circumstances, unintentionally move from the “run” position to the “accessory” or “off” position with a corresponding loss of power, which could in turn prevent airbags from deploying in the event of a crash.

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

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Economic-Loss Claims We are aware of over 100 putative class actions pending against GM in U.S. and Canadian courts alleging that consumers who purchased or leased vehicles manufactured by GM or ~~Motors Liquidation Company (MLC),~~MLC, formerly known as General Motors Corporation, had been economically harmed by one or more of the 2014 recalls and/or the underlying vehicle conditions associated with those recalls (economic-loss cases). In general, these economic-loss cases seek recovery for purported compensatory damages, such as alleged benefit-of-the-bargain damages or damages related to alleged diminution in value of the vehicles, as well as punitive damages, injunctive relief and other relief.

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

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

In September 2018, the Southern District granted our motion to dismiss claims for lost personal time (in 41 out of 47 jurisdictions) and certain unjust enrichment claims, but denied our motion to dismiss plaintiffs’ economic loss claims in 27 jurisdictions under the "manifest defect" rule. Significant summary judgment, class certification, and expert evidentiary motions remain at issue.

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

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

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

Personal Injury Claims We also are aware of several hundred actions pending in various courts in the U.S. and Canada alleging injury or death as a result of defects that may be the subject of the 2014 recalls (personal injury cases). In general, these cases seek recovery for purported compensatory damages, punitive damages and/or other relief. Since 2016, several bellwether trials of personal injury cases have taken place in the Southern District and in a Texas state court, which is administering a Texas state multi-district litigation. None of these trials resulted in a finding of liability against GM.

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

Contingently Issuable Shares Under the Amended and Restated Master Sale and Purchase Agreement between GM and MLC, GM may be obligated to issue ~~additional shares (Adjustment Shares)~~Adjustment Shares of our common stock if allowed general unsecured claims against the ~~MLC~~ GUC Trust, ~~(GUC Trust),~~ as estimated by the Bankruptcy Court, exceed $35.0 billion. The maximum number of Adjustment Shares issuable is 30 million shares (subject to adjustment to take into account stock dividends, stock splits and other transactions), which amounts to ~~approximately $1.1 billion~~$671 million based on the GM share price as of ~~October 15, 2019~~.April 20, 2020. The GUC Trust stated in public filings that allowed general unsecured claims were approximately ~~$31.9~~$32.1 billion ~~at June 30,~~as of December 31, 2019. In 2016 and 2017, certain personal injury and economic-loss plaintiffs filed motions in the Bankruptcy Court seeking authority to file late claims against the GUC Trust. In May 2018, the GUC Trust filed motions seeking the Bankruptcy Court’s approval of a proposed settlement with certain personal injury and economic-loss plaintiffs, approval of a notice relating to that proposed settlement and estimation of alleged personal injury and economic-loss late claims for the purpose of obtaining an order requiring GM to issue the maximum number of Adjustment Shares. GM vigorously contested each of these motions.

In September 2018, the Bankruptcy Court denied without prejudice the GUC Trust’s motions described above, finding that the settling parties first need to obtain class certification with respect to the economic loss late claims. In February 2019, the GUC Trust and certain personal injury and economic-loss plaintiffs filed a motion with the Bankruptcy Court requesting approval of a ~~new~~ settlement to obtain the maximum number of Adjustment Shares. ~~In March 2019, we asserted several legal objections to this new settlement.~~ In September 2019, the GUC Trust advised the Bankruptcy Court that it was formally terminating the February 2019 proposed class settlement with plaintiffs because it was no longer viable given the ~~Southern District’s~~ August 2019 Opinion and further briefing was moot.

In March 2020, in conjunction with the Class Settlement Agreement, the GUC Trust filed a motion in the Bankruptcy Court seeking approval to enter into and take actions necessary to execute the Class Settlement Agreement, and seeking Bankruptcy Court authorization permitting the GUC Trust to distribute $300 million of GUC Trust assets to its unitholders and entry into a mutual release agreement with GM that would release GM from any and all claims, including any that would require GM to issue any Adjustment Shares. Bankruptcy Court approval of the GUC Trust motion is a condition precedent to preliminary approval of the Class Settlement Agreement by the Southern District. In April 2020, the Bankruptcy Court entered an order approving the GUC Trust's motion in its entirety. The approval and the mutual release agreement will be binding and enforceable 14 days after entry of the order if no appeals are pending, regardless of whether the Class Settlement Agreement is ultimately approved or terminated.

Government Matters In connection with the 2014 recalls, we have from time to time received subpoenas and other requests for information related to investigations by agencies or other representatives of U.S. federal, state and the Canadian governments. GM is cooperating with all reasonable pending requests for information. Any existing governmental matters or investigations could in the future result in the imposition of damages, fines, civil consent orders, civil and criminal penalties or other remedies.

The total amount accrued for the 2014 recalls at ~~September 30, 2019~~March 31, 2020 reflects amounts for a combination of settled but unpaid matters, and for the remaining unsettled investigations, claims and/or lawsuits relating to the ignition switch recalls and other related recalls to the extent that such matters are probable and can be reasonably estimated. The amounts accrued for those unsettled investigations, claims, and/or lawsuits represent a combination of our best single point estimates where determinable and, where no such single point estimate is determinable, our estimate of the low end of the range of probable loss with regard to such matters, if that is determinable. We will continue to consider resolution of pending matters involving ignition switch recalls and other recalls where it makes sense to do so.

GM Korea Wage Litigation GM Korea is party to litigation with current and former hourly employees in the appellate court and Incheon District Court in Incheon, Korea. The group actions, which in the aggregate involve more than 10,000 employees, allege that GM Korea failed to include bonuses and certain allowances in its calculation of Ordinary Wages due under Korean regulations. In 2012, the Seoul High Court (an intermediate-level appellate court) affirmed a decision in one of these group actions involving 5 GM Korea employees which was contrary to GM Korea's position. GM Korea appealed to the Supreme Court of the Republic of Korea (Korean Supreme Court). In 2014, the Korean Supreme Court largely agreed with GM’s legal arguments and remanded the case to the Seoul High Court for consideration consistent with earlier Korean Supreme Court precedent holding that while fixed bonuses should be included in the calculation of Ordinary Wages, claims for retroactive application of this rule would be barred under certain circumstances. In 2015, on reconsideration, the Seoul High Court held in GM Korea’s favor, after which the plaintiffs appealed to the Korean Supreme Court. The Korean Supreme Court has not yet rendered a decision. We estimate our reasonably possible loss in excess of amounts accrued to be approximately ~~$570~~$580 million at ~~September 30, 2019.~~March 31, 2020. Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes available or the legal or regulatory frameworks change.

GM Korea is also party to litigation with current and former salaried employees over allegations relating to Ordinary Wages regulation and whether to include fixed bonuses in the calculation of Ordinary Wages. In 2017, the Seoul High Court held that certain workers are not barred from filing retroactive wage claims. GM Korea appealed this ruling to the Korean Supreme Court. The Korean Supreme Court has not yet rendered a decision. We estimate our reasonably possible loss in excess of amounts accrued

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to be approximately $160 million at ~~September 30, 2019.~~March 31, 2020. Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes available or the legal or regulatory frameworks change.

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GM Korea is also party to litigation with current and former subcontract workers over allegations that they are entitled to the same wages and benefits provided to full-time employees, and to be hired as full-time employees. In May 2018, the Korean labor authorities issued an adverse administrative order finding that GM Korea must hire certain current subcontract workers as full-time employees. GM Korea appealed that order. At ~~September 30, 2019,~~March 31, 2020, our accrual covering certain asserted claims and claims that we believe are probable of assertion and for which liability is probable was approximately ~~$170 million, which was substantially consistent with prior period amounts.~~$180 million. We estimate the reasonably possible loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately ~~$130~~$110 million at ~~September 30, 2019.~~March 31, 2020. We are currently unable to estimate any possible loss or range of loss that may result from additional claims that may be asserted by former subcontract workers.

GM Brazil Indirect Tax Claim In ~~February and April~~ 2019, the Superior Judicial Court of Brazil rendered favorable decisions on ~~a case~~3 cases brought by GM Brazil challenging whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. The decisions will allow the Company the right to recover, through offset of federal tax liabilities, amounts collected by the government from August 2001 to ~~December 2014. As a result of~~February 2017. In the ~~favorable decisions,~~three months ended March 31, 2019, we recorded pre-tax recoveries of $857 million in Automotive and ~~$380 million~~other cost of sales as a result of a favorable decision. We recorded a total of $1.4 billion pre-tax recoveries in Automotive and other cost of sales in the ~~three months~~year ended ~~March~~December 31, 2019 and June 30, 2019. In August 2019, the Superior Judicial Court of Brazil rendered a favorable decision on another GM Brazil case, granting GM Brazil the right to recover tax amounts collected by the government from January 2015 to February 2017. We recorded pre-tax recoveries of $123 million in Automotive and other cost of sales in the three months ended September 30, 2019. Timing on realization of these recoveries is dependent upon the timing of administrative approvals and generation of federal tax liabilities eligible for offset. The Brazilian IRS ~~request for~~has filed a Motion of Clarification on this matter ~~has been scheduled to be determined by~~with the Brazilian Supreme Court, ~~as early as December 2019.~~and decision timing is uncertain due to the COVID-19 pandemic. In addition, we expect third parties to make claims on some or all of the pre-tax recoveries, which GM intends to defend against.

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

There are several putative class actions pending against GM in federal courts in the U.S., in the Provincial Courts in Canada and in Israel alleging that various vehicles sold, including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal, state and foreign emission standards. GM has also faced a series of additional lawsuits ~~based primarily on allegations~~ in the ~~Duramax suit,~~U.S. based on these allegations, including putative shareholder class actions claiming violations of federal securities law and a shareholder demand lawsuit. The securities lawsuits have been voluntarily dismissed by the plaintiffs in those actions. ~~At this stage of these proceedings, we~~We are unable to ~~provide an evaluation of the likelihood that a~~estimate any reasonably possible loss ~~will be incurred or an estimate of the amounts~~ or range of ~~possible loss.~~loss that may result from these actions.

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

Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of ~~security which may range from $200 million to $500 million at September 30, 2019.~~security. Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at ~~September 30, 2019.~~March 31, 2020. We believe that appropriate accruals have

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been established for losses that are probable and can be reasonably estimated. For indirect tax-related matters we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately ~~$900~~$700 million at ~~September 30, 2019.~~March 31, 2020.

Takata Matters In May 2016, the National Highway Traffic Safety Administration (NHTSA) issued an amended consent order requiring Takata to file defect information reports (DIRs) for previously unrecalled front airbag inflators that contain phased-stabilized ammonium nitrate-based propellant without a moisture absorbing desiccant on a multi-year, risk-based schedule through 2019 impacting tens of millions of vehicles produced by numerous automotive manufacturers. NHTSA concluded that the likely root cause of the rupturing of the airbag inflators is a function of time, temperature cycling and environmental moisture.

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Although we do not believe there is a safety defect at this time in any unrecalled GM vehicles within scope of the Takata DIRs, in cooperation with NHTSA we have filed Preliminary DIRs covering certain of our GMT900 vehicles, which are full-size pickup trucks and sport utility vehicles (SUVs). We have also filed petitions for inconsequentiality with respect to the vehicles subject to those Preliminary DIRs. NHTSA has consolidated our petitions and will rule on them at the same time.

While these petitions have been pending, we have provided NHTSA with the results of our long-term studies and the studies performed by third-party experts, all of which form the basis for our determination that the inflators in these vehicles do not present an unreasonable risk to safety and that no repair should ultimately be required.

We believe these vehicles are currently performing as designed and our inflator aging studies and field data support the belief that the vehicles' unique design and integration mitigates against inflator propellant degradation and rupture risk. For example, the airbag inflators used in the vehicles are a variant engineered specifically for our vehicles, and include features such as greater venting, unique propellant wafer configurations, and machined steel end caps. The inflators are packaged in the instrument panel in such a way as to minimize exposure to moisture from the climate control system. Also, these vehicles have features that minimize the maximum temperature to which the inflator will be exposed, such as larger interior volumes and standard solar absorbing windshields and side glass.

Accordingly, 0 warranty provision has been made for any repair associated with our vehicles subject to the Preliminary DIRs and amended consent order. However, in the event we are ultimately obligated to repair the vehicles subject to current or future Takata DIRs under the amended consent order in the U.S., we estimate a reasonably possible impact to GM of approximately $1.2 billion.

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

~~Through~~ ~~October 15, 2019~~ weThere are ~~aware of 5~~several putative class actions that have been filed against GM in federal ~~court~~courts in the U.S., ~~1 putative class action~~ in ~~Mexico, 1 putative class action in Israel and 3 putative class actions pending in various~~the Provincial Courts in Canada, Mexico and Israel arising out of allegations that airbag inflators manufactured by Takata are defective. At this early stage of these proceedings, we are unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the amounts or range of possible loss.

Opel/Vauxhall Sale In 2017 we sold the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to PSA Group. We also sold the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Our wholly owned subsidiary (the Seller) agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Master Agreement (the Agreement) and for certain other liabilities, including certain emissions and product liabilities. The Company entered into a guarantee for the benefit of PSA Group and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify PSA Group. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Although the sale reduced our new vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale. In Germany, the Kraftfahrt-Bundesamt (KBA) issued an order in November 2019, which converted a voluntary recall initiated by Opel in 2017 and 2018 into a mandatory recall for allegedly failing to comply with certain emissions regulations. However, because the overwhelming majority of vehicles have already received KBA-approved software calibration updates pursuant to the voluntary recall, the number of vehicles subject to the mandatory recall is insignificant. The Seller may also be obligated to indemnify PSA Group or otherwise absorb costs and expenses resulting from the foregoing as well as certain related potential litigation costs, settlements, judgments and potential fines. In addition, at the KBA's request, the German authorities re-opened a separate criminal investigation related to this matter that had previously been closed with no action. We are unable to estimate any reasonably possible loss or range of loss that may result from this matter.

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



	Three Months Ended
	March 31, 2020		March 31, 2019
Net sales and revenue(a)	$	53	$	427
Purchases and expenses(a)	$	148	$	192
Cash payments(b)	$	279	$	279
Cash receipts(b)	$	110	$	581

__________


(a)	Included in Net income.


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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Product Liability We recorded liabilities of ~~$547~~$569 million and ~~$531~~$544 million in Accrued liabilities and Other liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 for the expected cost of all known product liability claims, plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. Other than claims relating to the ignition switch recalls discussed above, we believe that any judgment against us involving our and MLC products for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage.

Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures. These guarantees terminate in years ranging from ~~2019~~2020 to ~~2024~~2025 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately covered by our recorded accruals, which are insignificant. The maximum future undiscounted payments mainly based on vehicles sold to date were $2.7 billion and ~~$2.4~~$2.6 billion for these guarantees at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the majority of which relates to the indemnification agreements.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

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

We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations. Insignificant amounts have been recorded for such obligations as the majority of them are not probable or estimable at this time and the fair value of the guarantees at issuance was insignificant. Refer to ~~Note 18~~the Opel/Vauxhall Sale section of this note for additional information on our indemnification obligations to PSA Group under the ~~Master Agreement (the Agreement) between GM and PSA Group.~~

~~Operating Leases~~ Our portfolio of leases primarily consists of real estate office space, manufacturing and warehousing facilities, land and equipment. Certain leases contain escalation clauses and renewal or purchase options, and generally our leases have no residual value guarantees or material covenants. We exclude leases with a term of one year or less from our balance sheet, and do not separate non-lease components from our real estate leases.

~~Rent expense under operating leases was $84 million and $266 million in the three and~~ ~~nine months ended September 30, 2019. Variable lease costs were insignificant in the three and nine months ended September 30, 2019. At~~ ~~September 30, 2019~~ operating lease right of use assets in Other assets were $1.2 billion, operating lease liabilities in Accrued liabilities were $243 million and non-current operating lease liabilities in Other liabilities were $1.0 billion. Operating lease right of use assets obtained in exchange for lease obligations were $470 million in the nine months ended September 30, 2019. Our undiscounted future lease obligations related to operating leases having initial terms in excess of one year are $67 million for the three months ending December 31, 2019 and $270 million, $246 million, $178 million, $166 million and $582 million for the years 2020, 2021, 2022, 2023 and thereafter, with imputed interest of $217 million at ~~September 30, 2019. The weighted average discount rate was 4.2% and the weighted-average remaining lease term was 7.3 years at~~ ~~September 30, 2019~~. Payments for operating leases included in Net cash provided by (used in) operating activities were $271 million in the nine months ended September 30, 2019. Lease agreements that have not yet commenced were insignificant at September 30, 2019.Agreement.

Note ~~14.~~16. Income Taxes

For interim income tax reporting, we estimate our annual effective tax rate and apply it to our ~~year to date~~year-to-date ordinary income (loss). Tax jurisdictions with a projected or ~~year to date~~year-to-date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from ~~2009~~2011 to ~~2018~~2019 with various significant tax jurisdictions.

In the three months ended ~~September 30, 2019~~March 31, 2020, Income tax expense of ~~$271~~$357 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation ~~partially offset by U.S.~~and the establishment of a valuation allowance against deferred tax ~~benefits from foreign activity.~~ assets that are no longer realizable. The effective tax rate is higher than the applicable statutory tax rate primarily due to tax expense related to the establishment of the valuation allowance and losses for which a tax benefit cannot be realized.

In the three months ended ~~September 30, 2018~~March 31, 2019, Income tax expense of ~~$100~~$137 million ~~was~~ primarily ~~due to~~resulted from tax expense attributable to entities included in our effective tax rate calculation, partially offset by ~~a $157 million~~ tax ~~change~~benefits related to ~~U.S.~~a release of valuation allowance and benefits from foreign dividends. The effective tax ~~reform.~~

Inrate is lower than the ~~nine months ended September 30, 2019 Income~~applicable statutory tax ~~expense of $932 million was~~rate primarily due to tax ~~expense attributable~~benefits related to ~~entities included in our effective tax rate calculation, partially offset by U.S. tax benefits from foreign activity, tax settlements, and~~ a release of valuation allowance. In the nine months ended September 30, 2018 Income tax expense of $1.1 billion was primarily due to tax expense attributable to entities included in our effective tax rate calculation, partially offset by a $157 million tax change related to U.S. tax reform.allowance and benefits from foreign dividends.

At ~~September 30, 2019~~March 31, 2020, we had ~~$23.1~~$23.9 billion of net deferred tax assets consisting of net operating losses and income tax credits, capitalized research expenditures and other timing differences that are available to offset future income tax liabilities, partially offset by valuation allowances.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

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

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Balance at beginning of period	$	919		$	274		$	1,122		$	227		$	564		$	1,122
Additions, interest accretion and other	211			8			499			600			219			46
Payments	(162		)	(72		)	(645		)	(567		)	(175		)	(317		)
Revisions to estimates and effect of foreign currency	(30		)	(3		)	(38		)	(53		)	(25		)	(21		)
Balance at end of period	$	938		$	207		$	938		$	207		$	583		$	830

In the three months ended March 31, 2020, we announced restructuring actions in GMI related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand and the execution of binding term sheets to sell our vehicle and powertrain manufacturing facilities in Thailand. We recorded charges of $489 million in the three months ended March 31, 2020, primarily consisting of $270 million in asset impairments related to property, inventory provisions and intangibles and sales allowances and other charges, not reflected in the table above, and $219 million in dealer restructurings and employee separation charges, which are reflected in the table above. We also recorded a $236 million charge to Income tax expense due to the establishment of a valuation allowance against deferred tax assets that are no longer realizable in Australia and New Zealand in the three months ended March 31, 2020. Cash outflows resulting from these restructuring actions were insignificant in the three months ended March 31, 2020. We expect to complete these programs in 2020 and incur additional restructuring and other charges of approximately $400 million and additional net cash outflows of approximately $300 million to be substantially complete in the nine months ending December 31, 2020.

In the three months ended ~~September 30,~~March 31, 2019, restructuring and other initiatives primarily included actions related to our announced transformation activities, which includes the unallocation of products to certain manufacturing facilities and other employee separation programs. We recorded charges of ~~$390~~$790 million, primarily in GMNA, in the three months ended ~~September 30,~~March 31, 2019, primarily consisting of $209 million, primarily in pension curtailment and other charges, which are not reflected in the table above, and $181 million, primarily in supplier-related charges, reflected in the table above. We recorded charges of $1.5 billion, primarily in GMNA, in the nine months ended September 30, 2019 consisting of $1.1 billion primarily in non-cash accelerated depreciation, ~~and pension curtailment and other charges,~~ not ~~reflected in the table above, and $421 million primarily in supplier-related charges, which are~~ reflected in the table above. These programs ~~have~~had a total cost since inception of ~~$2.9~~$3.1 billion and ~~we expect to incur additional restructuring and other charges in the three months ending~~were complete at December 31, ~~2019 that range from $100 million to $300 million, primarily related to employee-related separation charges and accelerated depreciation.~~2019. We incurred ~~$645~~$171 million and $315 million in cash outflows resulting from these restructuring actions in the three months ended March 31, 2020 and 2019 and $1.3 billion in cash outflows since program inception, primarily for employee separation payments and supplier-related ~~payments, in the nine months ended September 30, 2019.~~payments. We expect additional cash outflows related to these activities of approximately ~~$900~~$200 million to be substantially complete by the end of 2020.

In the nine months ended September 30, 2018 restructuring and other initiatives primarily included the closure of a facility and other restructuring actions in Korea. We recorded charges of $1.0 billion related to Korea in GMI, net of noncontrolling interests in the nine months ended September 30, 2018. These charges consisted of $537 million in non-cash asset impairments and other charges, not reflected in the table above, and $495 million in employee separation charges, which are reflected in the table above, in the ~~nine months ended September 30, 2018. We incurred $748 million in cash outflows in the~~ ~~nine months ended September 30, 2018~~ ~~and $775 million in cash outflows in the year ended December 31, 2018resulting from these Korea restructuring actions primarily for employee separations and statutory pension payments. These programs were substantially complete at December 31, 2018.~~

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

We ~~had~~have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for ~~issuance, and~~issuance. We had 0 shares of preferred stock and 1.4 billion shares of common stock issued and outstanding at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~

~~Warrants~~At December 31, 2018 we had 15 million warrants outstanding that we issued in July 2009. The warrants were exercisable at any time prior to July 10, 2019 at an exercise price of $18.33 per share. Outstanding warrants expired on July 10, 2019.

In September 2018 GM Financial issued $500 million of Fixed-to-Floating Rate Cumulative Perpetual Stock, Series B, $0.01 par value, with liquidation preference of $1,000 per share. The preferred stock is classified as noncontrolling interests on our condensed consolidated financial statements. Dividends are paid semi-annually and began March 30, 2019 at a fixed rate of 6.50%.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

~~Cruise Preferred Shares~~ In May 2019, GM Cruise Holdings LLC (Cruise Holdings), our subsidiary, entered into a Purchase Agreement with SoftBank Vision Fund (AIV M2), L.P. (The Vision Fund), General Motors Holdings LLC, Honda Motor Co., Ltd. (Honda), and certain other investors pursuant to which Cruise Holdings received $1.1 billion in exchange for issuing Class F Preferred Shares (Cruise Class F Preferred Shares), including $687 million from General Motors Holdings LLC. In July 2019, regulatory approval was received resulting in an additional insignificant amount received from, and Cruise Class F Preferred Shares issued to, The Vision Fund in August 2019. Total proceeds from the issuance of Cruise Class F Preferred Shares were $1.2 billion, representing approximately 6.6% of the fully diluted equity of Cruise Holdings. All proceeds related to the Cruise Class F Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise. The Cruise Class F Preferred Shares participate pari passu with holders of Cruise Holdings common stock in any dividends declared. The Cruise Class F Preferred Shares have the right to vote on the election of one director, who is elected by the vote of a majority of the Cruise Holdings common stock and the Cruise Class F Preferred Shares. Prior to an initial public offering, the holders of Cruise Class F Preferred Shares are restricted from transferring the Cruise Class F Preferred Shares until May 7, 2023. The Cruise Class F Preferred Shares only convert into common stock of Cruise Holdings at specified exchange ratios upon occurrence of an initial public offering. No covenants or other events of default that can trigger redemption of the Class F Preferred Shares exist. The Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings. The Cruise Class F Preferred Shares are classified as noncontrolling interests in our condensed consolidated financial statements. At September 30, 2019, external investors held 17.3% of the fully diluted equity in Cruise Holdings.

In June 2018, Cruise Holdings issued $900 million of convertible preferred shares (Cruise Preferred Shares) to an affiliate of The Vision Fund, which subsequently assigned such shares to The Vision Fund. Immediately prior to the issuance of the Cruise Preferred Shares, we invested $1.1 billion in Cruise Holdings. When Cruise's autonomous vehicles are ready for commercial deployment, The Vision Fund is obligated to purchase additional Cruise Preferred Shares for $1.35 billion. All proceeds are designated exclusively for working capital and general corporate purposes of Cruise. Dividends are cumulative and accrue at an annual rate of 7% and are payable quarterly in cash or in-kind, at Cruise's discretion. The Cruise Preferred Shares are also entitled to participate in Cruise dividends above a defined threshold. Prior to an initial public offering, The Vision Fund is restricted from transferring the Cruise Preferred Shares until June 28, 2025. The Cruise Preferred Shares are classified as noncontrolling interests in our condensed consolidated financial statements.

~~GM Korea Preferred Shares~~ In May 2018, the Korea Development Bank (KDB) agreed to purchase approximately $750 million of GM Korea’s Class B Preferred Shares from GM Korea (GM Korea Preferred Shares), $361 million of which was received in June 2018 with the remainder received in the three months ended December 31, 2018. Dividends on the GM Korea Preferred Shares are cumulative and accrue at an annual rate of 1%. GM Korea can call the preferred shares at their original issue price six years from the date of issuance and once called, the preferred shares can be converted into common shares of GM Korea at the option of the holder. The KDB investment can only be used for purposes of funding capital expenditures in GM Korea. The GM Korea Preferred Shares are classified as noncontrolling interests in our condensed consolidated financial statements. In conjunction with the GM Korea Preferred Share issuance we agreed to provide GM Korea future funding, if needed, not to exceed $2.8 billion through December 31, 2027, inclusive of $2.0 billion of planned capital expenditures through 2027.

2223

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Foreign Currency Translation Adjustments
Balance at beginning of period	$	(2,078	)	$	(1,826	)	$	(2,250	)	$	(1,606	)	$	(2,277	)	$	(2,250	)
Other comprehensive loss and noncontrolling interests, net of reclassification adjustment, tax and impact of adoption of accounting standards(a)(b)(c)	(341		)	(215		)	(169		)	(435		)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)													(814		)	125
Balance at end of period	$	(2,419	)	$	(2,041	)	$	(2,419	)	$	(2,041	)	$	(3,091	)	$	(2,125	)

Defined Benefit Plans
Balance at beginning of period	$	(6,695	)	$	(6,290	)	$	(6,737	)	$	(6,398	)	$	(8,857	)	$	(6,737	)
Other comprehensive income (loss) before reclassification adjustment, net of tax and impact of adoption of accounting standards(b)(c)	80			(4		)	51			16
Other comprehensive income (loss) before reclassification adjustment, net of tax(b)													263			(1		)
Reclassification adjustment, net of tax(b)	40			63			111			151			54			37
Other comprehensive income, net of tax and impact of adoption of accounting standards(b)(c)	120			59			162			167
Other comprehensive income, net of tax(b)													317			36
Balance at end of period~~(d)~~(c)	$	(6,575	)	$	(6,231	)	$	(6,575	)	$	(6,231	)	$	(8,540	)	$	(6,701	)

__________


(a)	The noncontrolling interests and reclassification adjustment were insignificant in the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.


(b)	The income tax effect was insignificant in the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.


(c)	~~Refer to our 2018 Form 10-K for additional information on adoption of accounting standards in 2018.~~


~~(d)~~	Primarily consists of unamortized actuarial loss on our defined benefit plans. Refer to the ~~critical accounting estimates~~Critical Accounting Estimates section of Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in our ~~2018~~2019 Form 10-K for additional information.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

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


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Basic earnings per share
Income from continuing operations(a)	$	2,351		$	2,534		$	6,926		$	6,040
Net income attributable to stockholders(a)													$	294		$	2,157
Less: cumulative dividends on subsidiary preferred stock	(38		)	(31		)	(113		)	(60		)	(47		)	(38		)
Income from continuing operations attributable to common stockholders	2,313			2,503			6,813			5,980
Loss from discontinued operations, net of tax	—			—			—			70
Net income attributable to common stockholders	$	2,313		$	2,503		$	6,813		$	5,910		$	247		$	2,119

Weighted-average common shares outstanding	1,428			1,412			1,422			1,410			1,433			1,417

Basic earnings per common share – continuing operations	$	1.62		$	1.77		$	4.79		$	4.24
Basic loss per common share – discontinued operations	$	—		$	—		$	—		$	0.05
Basic earnings per common share	$	1.62		$	1.77		$	4.79		$	4.19		$	0.17		$	1.50
Diluted earnings per share
Income from continuing operations attributable to common stockholders – diluted(a)	$	2,313		$	2,503		$	6,813		$	5,980
Loss from discontinued operations, net of tax – diluted	$	—		$	—		$	—		$	70
Net income attributable to common stockholders – diluted	$	2,313		$	2,503		$	6,813		$	5,910
Net income attributable to common stockholders – diluted(a)													$	247		$	2,119

Weighted-average common shares outstanding – basic	1,428			1,412			1,422			1,410			1,433			1,417
Dilutive effect of warrants and awards under stock incentive plans	14			19			17			21			7			19
Weighted-average common shares outstanding – diluted	1,442			1,431			1,439			1,431			1,440			1,436

Diluted earnings per common share – continuing operations	$	1.60		$	1.75		$	4.74		$	4.18
Diluted loss per common share – discontinued operations	$	—		$	—		$	—		$	0.05
Diluted earnings per common share	$	1.60		$	1.75		$	4.74		$	4.13		$	0.17		$	1.48
Potentially dilutive securities(b)	7			4			7			4			32			8

__________


(a)	Net of Net loss attributable to noncontrolling interests.


(b)	Potentially dilutive securities attributable to outstanding stock options and Restricted Stock Units (RSUs) were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.

~~Note 18. Discontinued Operations~~

On July 31, 2017 we closed the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to PSA Group. On October 31, 2017 we closed the sale of the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Our wholly owned subsidiary (the Seller) agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities, including certain emissions and product liabilities. The Company entered into a guarantee for the benefit of PSA Group and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify PSA Group. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Although the sale reduced our new vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale. In Germany, the Kraftfahrt-Bundesamt (KBA) issued an order in October 2018, which would convert Opel’s existing voluntary recall of certain vehicles into a mandatory recall for allegedly failing to comply with certain emissions regulations. In addition, at the KBA's request, the German authorities re-opened a separate criminal investigation that had previously been closed with no action. Opel is challenging the mandatory recall order of the KBA in court on the grounds that the emission control systems contained in the subject vehicles have at all times complied with the regulations in place when the vehicles were manufactured, tested, approved and sold.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

In 2017 and 2018, Opel initiated a voluntarily recall/service campaign for many of these vehicles and such voluntary actions remain ongoing while Opel’s challenge of the mandatory recall remains pending. Opel’s voluntary recall and service actions have been undertaken at its own expense, and this expense should not be transferred to the Seller because it was accounted for at the time of the sale. However, the Seller may be obligated to indemnify PSA Group for certain additional expenses resulting from any mandatory recall that might be ordered to be implemented, as well as related potential litigation costs, settlements, judgments and potential fines. We are unable to estimate any reasonably possible loss or range of loss that may result from this matter.

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

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Net sales and revenue(a) $ 140
$ 339
$ 1,008
$ 1,507
Purchases and expenses(a) $ 243
$ 297
$ 648
$ 1,134
Cash payments(b) $ 762
$ 1,483
Cash receipts(b) $ 1,223
$ 1,926

~~__________~~


~~(a)~~	~~Included in Income from continuing operations.~~


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

Note ~~19.~~20. Segment Reporting

We analyze the results of our business through the following reportable segments: GMNA, GMI, Cruise and GM Financial. The chief operating decision maker evaluates the operating results and performance of our automotive segments and Cruise through earnings before interest and income taxes (EBIT)-adjusted, which is presented net of noncontrolling interests. The chief operating decision maker evaluates GM Financial through earnings before income taxes (EBT)-adjusted because interest income and interest

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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

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

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

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

The following tables summarize key financial information by segment:



	At and For the Three Months Ended March 31, 2020
	GMNA		GMI			Corporate			Eliminations			Total Automotive			Cruise			GM Financial		Eliminations/Reclassifications			Total
Net sales and revenue	$	25,831	$	3,280		$	38					$	29,149		$	25		$	3,561	$	(26	)	$	32,709
Earnings (loss) before interest and taxes-adjusted	$	2,194	$	(551	)	$	(411	)				$	1,232		$	(228	)	$	230	$	16		$	1,250
Adjustments(a)	$	—	$	(489	)	$	—					$	(489	)	$	—		$	—	$	—		(489		)
Automotive interest income																							83
Automotive interest expense																							(193		)
Net (loss) attributable to noncontrolling interests																							(8		)
Income before income taxes																							643
Income tax expense																							(357		)
Net income																							286
Net loss attributable to noncontrolling interests																							8
Net income attributable to stockholders																							$	294

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

__________


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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

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



	At and For the Three Months Ended March 31, 2019
	GMNA			GMI		Corporate			Eliminations			Total Automotive		Cruise			GM Financial		Eliminations/Reclassifications			Total
Net sales and revenue	$	27,365		$	3,850	$	46					$	31,261	$	25		$	3,620	$	(28	)	$	34,878
Earnings (loss) before interest and taxes-adjusted	$	1,896		$	31	$	206					$	2,133	$	(169	)	$	359	$	(13	)	$	2,310
Adjustments(a)	$	(783	)	$	850	$	—					$	67	$	—		$	—	$	—		67
Automotive interest income																						98
Automotive interest expense																						(181		)
Net (loss) attributable to noncontrolling interests																						(12		)
Income before income taxes																						2,282
Income tax expense																						(137		)
Net income																						2,145
Net loss attributable to noncontrolling interests																						12
Net income attributable to stockholders																						$	2,157

Equity in net assets of nonconsolidated affiliates	$	80		$	6,739	$	18		$	—		$	6,837	$	—		$	1,429	$	—		$	8,266
Goodwill and intangibles	$	2,572		$	918	$	1		$	—		$	3,491	$	670		$	1,357	$	—		$	5,518
Total assets	$	112,455		$	27,580	$	27,937		$	(47,899	)	$	120,073	$	3,228		$	111,220	$	(1,389	)	$	233,132
Depreciation and amortization	$	2,069		$	127	$	12		$	—		$	2,208	$	2		$	1,899	$	—		$	4,109
Impairment charges	$	7		$	—	$	—		$	—		$	7	$	—		$	—	$	—		$	7
Equity income (loss)	$	2		$	374	$	(7	)	$	—		$	369	$	—		$	45	$	—		$	414

At and For the Three Months Ended September 30, 2019

GMNA GMI Corporate Eliminations Total Automotive Cruise GM Financial Eliminations/Reclassifications Total
Net sales and revenue $ 27,971

$ 3,794

$ 52

$ 31,817

$ 25

$ 3,659

$ (28 )
$ 35,473
Earnings (loss) before interest and taxes-adjusted $ 3,023

$ (65 )
$ (451 )

$ 2,507

$ (251 ) $ 711

$ (1 )
$ 2,966
Adjustments(a) $ (359 )
$ 92

$ —

$ (267 )
$ —
$ —
$ —
(267 )
Automotive interest income

129
Automotive interest expense

(206 )
Net (loss) attributable to noncontrolling interests

(40 )
Income before income taxes

2,582
Income tax expense

(271 )
Income from continuing operations

2,311
Loss from discontinued operations, net of tax —
Net loss attributable to noncontrolling interests

40
Net income attributable to stockholders

$ 2,351

Equity in net assets of nonconsolidated affiliates $ 85

$ 7,024

$ 6

$ —

$ 7,115

$ —
$ 1,381

$ —

$ 8,496
Goodwill and intangibles $ 2,488
$ 896
$ 1
$ —
$ 3,385
$ 670
$ 1,353
$ —
$ 5,408
Total assets $ 115,995

$ 25,562

$ 34,309

$ (56,381 )
$ 119,485

$ 4,406
$ 109,099

$ (1,461 )
$ 231,529
Depreciation and amortization $ 1,325

$ 133

$ 11

$ —

$ 1,469

$ 7

$ 1,832

$ —

$ 3,308
Impairment charges $ —

$ 1

$ —

$ —

$ 1

$ —

$ —

$ —

$ 1
Equity income (loss) $ 3

$ 279

$ (6 )
$ —

$ 276

$ —

$ 39

$ —

$ 315

__________


(a)	Consists of restructuring and other charges related to transformation activities of ~~$390~~$790 million, primarily in GMNA and a benefit of ~~$123~~$857 million related to the retrospective recoveries of indirect taxes in Brazil in GMI.

At and For the Three Months Ended September 30, 2018

GMNA GMI Corporate Eliminations Total
Automotive Cruise GM
Financial Eliminations Total
Net sales and revenue $ 27,650

$ 4,582

$ 56

$ 32,288

$ —

$ 3,518

$ (15 )
$ 35,791
Earnings (loss) before interest and taxes-adjusted $ 2,825

$ 139

$ (94 )

$ 2,870

$ (214 ) $ 498

$ (1 )
$ 3,153
Adjustments(a) $ —

$ —

$ (440 )

$ (440 )
$ —
$ —

$ —

(440 )
Automotive interest income

82
Automotive interest expense

(161 )
Net (loss) attributable to noncontrolling interests

(4 )
Income before income taxes

2,630
Income tax expense

(100 )
Income from continuing operations

2,530
Loss from discontinued operations, net of tax

—
Net loss attributable to noncontrolling interests

4
Net income attributable to stockholders

$ 2,534

Equity in net assets of nonconsolidated affiliates $ 77

$ 7,770

$ —

$ —

$ 7,847

$ —
$ 1,308

$ —

$ 9,155
Goodwill and intangibles $ 2,674
$ 939
$ 2
$ —
$ 3,615
$ 679
$ 1,357
$ —
$ 5,651
Total assets $ 110,245

$ 25,780

$ 28,194

$ (45,323 )
$ 118,896

$ 2,567
$ 105,658

$ (1,410 )
$ 225,711
Depreciation and amortization $ 1,251

$ 136

$ 12

$ —

$ 1,399

$ 2

$ 1,904

$ —

$ 3,305
Impairment charges $ —

$ 2

$ 6

$ —

$ 8

$ —

$ —

$ —

$ 8
Equity income $ 2

$ 484

$ —

$ —

$ 486

$ —

$ 44

$ —

$ 530

~~__________~~

~~(a)~~

~~Consists of charges for ignition switch-related legal matters.~~

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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

At and For the Nine Months Ended September 30, 2019
GMNA GMI Corporate Eliminations Total
Automotive Cruise GM
Financial Eliminations/Reclassifications Total
Net sales and revenue $ 83,660

$ 11,691

$ 152

$ 95,503

$ 75

$ 10,918
$ (85 )
$ 106,411
Earnings (loss) before interest and taxes-adjusted $ 7,941

$ (82 )
$ (461 )

$ 7,398

$ (699 )
$ 1,606
$ (17 )
$ 8,288
Adjustments(a) $ (1,478 )
$ 1,299

$ (2 )

$ (181 )
$ —
$ —
$ —

(181 )
Automotive interest income

333
Automotive interest expense

(582 )
Net (loss) attributable to noncontrolling interests

(67 )
Income before income taxes

7,791
Income tax expense

(932 )
Income from continuing operations

6,859
Loss from discontinued operations, net of tax

—
Net loss attributable to noncontrolling interests

67
Net income attributable to stockholders

$ 6,926

Depreciation and amortization $ 4,803

$ 379

$ 36

$ —

$ 5,218

$ 16

$ 5,579

$ —

$ 10,813
Impairment charges $ 15

$ 4

$ —

$ —

$ 19

$ —

$ —

$ —

$ 19
Equity income (loss) $ 7

$ 886

$ (19 )
$ —

$ 874

$ —

$ 126

$ —

$ 1,000

~~__________~~

~~(a)~~

Consists of restructuring and other charges related to transformation activities of $1.5 billion, primarily in GMNA and a benefit of $1.4 billion related to the retrospective recoveries of indirect taxes in Brazil in GMI.

At and For the Nine Months Ended September 30, 2018
GMNA GMI Corporate Eliminations Total
Automotive Cruise GM
Financial Eliminations Total
Net sales and revenue $ 83,969

$ 14,188

$ 155

$ 98,312

$ —

$ 10,417

$ (79 )
$ 108,650
Earnings (loss) before interest and taxes-adjusted $ 7,728

$ 471

$ (187 )

$ 8,012
$ (534 )
$ 1,477

$ —

$ 8,955
Adjustments(a) $ —

$ (1,138 )
$ (440 )

$ (1,578 ) $ —

$ —

$ —

(1,578 )
Automotive interest income

218
Automotive interest expense

(470 )
Net (loss) attributable to noncontrolling interests

(34 )
Income before income taxes

7,091
Income tax expense

(1,085 )
Income from continuing operations

6,006
Loss from discontinued operations, net of tax

(70 )
Net loss attributable to noncontrolling interests

34
Net income attributable to stockholders

$ 5,970

Depreciation and amortization $ 3,474

$ 426

$ 36

$ —

$ 3,936

$ 5

$ 5,560

$ —

$ 9,501
Impairment charges $ 53

$ 463

$ 6

$ —

$ 522

$ —

$ —

$ —

$ 522
Equity income $ 7

$ 1,667

$ —

$ —

$ 1,674

$ —

$ 141

$ —

$ 1,815

~~__________~~


~~(a)~~	Consists of charges of $1.1 billion related to restructuring actions in Korea in GMI, which is net of noncontrolling interest, and charges of $440 million for ignition switch-related legal matters in Corporate.

~~Note 20. Subsequent Event~~

On October 25, 2019 we entered into a new collectively bargained labor agreement (Labor Agreement) with the International Union, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW). The Labor Agreement, which has a term of four years, covers the wages, hours, benefits and other terms and conditions of employment for our UAW-represented employees. Among other provisions, the key terms of the Labor Agreement include lump sum payments to eligible employees and wage increases for eligible employees. Severance incentive programs will be offered to qualified employees based on employee interest, eligibility and management approval. We will make additional manufacturing investments of approximately $7.7 billion to create or retain more than 9,000 UAW jobs during the period of the Labor Agreement.

~~* * * * * * *~~

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

Basis of Presentation This ~~Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)~~MD&A should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, and the audited consolidated financial statements and notes thereto included in our ~~2018~~2019 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and ~~the "Risk Factors" section~~Item 1A. Risk Factors of our ~~2018~~2019 Form 10-K for a discussion of these risks and uncertainties. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.

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

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

EBIT-adjusted EBIT-adjusted is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of

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adjustments to EBIT include, but are not limited to, impairment charges on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions; costs arising from the ignition switch recall and related legal matters; and certain currency devaluations associated with hyperinflationary economies. For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item. Our corresponding measure for our GM Financial segment is ~~EBT-adjusted.~~EBT-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment.

EPS-diluted-adjusted EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted EPS results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less ~~income (loss) from discontinued operations on an after-tax basis,~~ adjustments noted above for EBIT-adjusted and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples of income tax adjustments include the establishment or reversal of significant deferred tax asset valuation allowances.

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

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

Adjusted automotive free cash flow Adjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations. We measure adjusted automotive free cash flow as automotive operating cash flow from ~~continuing~~ operations less capital expenditures adjusted for management actions. Management actions can include voluntary events such as discretionary contributions to employee benefit plans or nonrecurring specific events such as a closure of a facility that are considered special for EBIT-adjusted purposes. Refer to the "Liquidity and Capital Resources" section of this MD&A for additional information.

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


	Three Months Ended																								Three Months Ended
	September 30,						June 30,						March 31,						December 31,						March 31,						December 31,						September 30,						June 30,
	2019			2018			2019			2018			2019			2018			2018			2017			2020			2019			2019			2018			2019			2018			2019			2018
Net income (loss) attributable to stockholders	$	2,351		$	2,534		$	2,418		$	2,390		$	2,157		$	1,046		$	2,044		$	(5,151	)	$	294		$	2,157		$	(194	)	$	2,044		$	2,351		$	2,534		$	2,418		$	2,390
Loss from discontinued operations, net of tax	—			—			—			—			—			70			—			277
Income tax expense (benefit)	271			100			524			519			137			466			(611		)	7,896			357			137			(163		)	(611		)	271			100			524			519
Automotive interest expense	206			161			195			159			181			150			185			145			193			181			200			185			206			161			195			159
Automotive interest income	(129		)	(82		)	(106		)	(72		)	(98		)	(64		)	(117		)	(82		)	(83		)	(98		)	(96		)	(117		)	(129		)	(82		)	(106		)	(72		)
Adjustments
GMI restructuring(a)																									489			—			—			—			—			—			—			196
Transformation activities~~(a)~~(b)	390			—			361			—			790			—			1,327			—			—			790			194			1,327			390			—			361			—
GM Brazil indirect tax recoveries~~(b)~~(c)	(123		)	—			(380		)	—			(857		)	—			—			—			—			(857		)	—			—			(123		)	—			(380		)	—
GMI restructuring(c)	—			—			—			196			—			942			—			—
FAW-GM divestiture(d)																									—			—			164			—			—			—			—			—
Ignition switch recall and related legal matters~~(d)~~(e)	—			440			—			—			—			—			—			—			—			—			—			—			—			440			—			—
Total adjustments	267			440			(19		)	196			(67		)	942			1,327			—			489			(67		)	358			1,327			267			440			(19		)	196
EBIT-adjusted	$	2,966		$	3,153		$	3,012		$	3,192		$	2,310		$	2,610		$	2,828		$	3,085		$	1,250		$	2,310		$	105		$	2,828		$	2,966		$	3,153		$	3,012		$	3,192

_________

(a)

These adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. These adjustments primarily consist of asset impairments, dealer restructurings, employee separation charges and sales allowances in Australia, New Zealand and Thailand in the three months ended March 31, 2020, and supplier claims and employee separation charges in Korea in the three months ended June 30, 2018.

(b)

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


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

~~(c)~~(d)

~~These adjustments were~~This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM), as a result of a strategic decision ~~to rationalize our core operations~~ by ~~exiting or significantly reducing our presence in various international markets~~both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns. ~~The adjustments primarily consist of employee separation charges and asset impairments in Korea.~~


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

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


	Three Months Ended												Nine Months Ended												Three Months Ended
	September 30, 2019						September 30, 2018						September 30, 2019						September 30, 2018						March 31, 2020						March 31, 2019
	Amount			Per Share			Amount			Per Share			Amount			Per Share			Amount			Per Share			Amount			Per Share			Amount			Per Share
Diluted earnings per common share	$	2,313		$	1.60		$	2,503		$	1.75		$	6,813		$	4.74		$	5,910		$	4.13		$	247		$	0.17		$	2,119		$	1.48
Diluted loss per common share – discontinued operations	—			—			—			—			—			—			70			0.05
Adjustments(a)	267			0.18			440			0.31			181			0.12			1,578			1.10			489			0.34			(67		)	(0.05		)
Tax effect on adjustment(b)	(93		)	(0.06		)	(109		)	(0.08		)	(134		)	(0.09		)	(89		)	(0.06		)	(73		)	(0.05		)	(32		)	(0.02		)
Tax adjustment(c)	—			—			(157		)	(0.11		)	—			—			(157		)	(0.11		)	236			0.16			—			—
EPS-diluted-adjusted	$	2,487		$	1.72		$	2,677		$	1.87		$	6,860		$	4.77		$	7,312		$	5.11		$	899		$	0.62		$	2,020		$	1.41

________


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


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


(c)	This adjustment consists of a tax ~~change~~expense related to ~~U.S.~~the establishment of a valuation allowance against deferred tax ~~reform~~assets that are no longer realizable in ~~the three~~Australia and ~~nine months ended September 30, 2018.~~ New Zealand. This adjustment was excluded because significant impacts of valuation allowances are not considered part of our core operations.

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


	Three Months Ended												Nine Months Ended												Three Months Ended
	September 30, 2019						September 30, 2018						September 30, 2019						September 30, 2018						March 31, 2020							March 31, 2019
	Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense		Effective tax rate		Income before income taxes		Income tax expense			Effective tax rate		Income before income taxes			Income tax expense		Effective tax rate
Effective tax rate	$	2,582	$	271	10.5	%	$	2,630	$	100	3.8	%	$	7,791	$	932	12.0	%	$	7,091	$	1,085	15.3	%	$	643	$	357		55.5	%	$	2,282		$	137	6.0	%
Adjustments(a)	268		93				440		109				185		134				1,619		89				489		73					(67		)	32
Tax adjustment(b)			—						157						—						157						(236		)						—
ETR-adjusted	$	2,850	$	364	12.8	%	$	3,070	$	366	11.9	%	$	7,976	$	1,066	13.4	%	$	8,710	$	1,331	15.3	%	$	1,132	$	194		17.1	%	$	2,215		$	169	7.6	%

________

(a)

Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of ~~the~~ MD&A for adjustment details.Net income attributable to noncontrolling interests included for these adjustments is insignificant in the three and nine months ended September 30, 2019 and $41 million in the nine months ended September 30, 2018. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.


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

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


	Four Quarters Ended						Four Quarters Ended
	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Net income (loss) attributable to stockholders	$	9.0		$	0.8		$	4.9		$	9.1
Average equity(a)	$	42.8		$	36.3		$	43.6		$	39.3
ROE	20.9		%	2.3		%	11.2		%	23.2		%

__________

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

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

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


	Four Quarters Ended						Four Quarters Ended
	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
EBIT-adjusted(a)	$	11.1		$	12.0		$	7.3		$	11.5
Average equity(b)	$	42.8		$	36.3		$	43.6		$	39.3
Add: Average automotive debt and interest liabilities (excluding finance leases)	14.8			14.2			18.8			14.4
Add: Average automotive net pension & OPEB liability	16.5			19.1			16.9			17.5
Less: Average automotive and other net income tax asset	(23.3		)	(22.5		)	(23.7		)	(22.9		)
ROIC-adjusted average net assets	$	50.8		$	47.1		$	55.6		$	48.3
ROIC-adjusted	21.9		%	25.6		%	13.2		%	23.8		%

__________


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


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

Overview Our management team has adopted a strategic plan to transform GM into the world's most valued automotive company. Our plan includes several major initiatives that we anticipate will redefine the future of personal mobility and advance our vision of zero crashes, zero emissions, zero congestion while also strengthening the core of our business: earning customers for life by delivering winning vehicles, leading the industry in quality and safety and improving the customer ownership experience; leading in technology and innovation, including electrification, autonomous vehicles and data connectivity; growing our brands; making tough, strategic decisions about ~~which~~the markets and products in which we will invest and compete; building profitable adjacent ~~businesses~~businesses; and targeting 10% core margins on an EBIT-adjusted basis.

~~Our collective bargaining agreement with~~

COVID-19 and government actions and measures to prevent its spread are affecting our operations and business in a number of significant ways. In March 2020, we systematically suspended the ~~UAW, which was ratified~~majority of our global manufacturing operations in November 2015, expired on September 14, 2019. The UAW went on strike on September 16, 2019, causing subsequent stoppages to most vehicle production and parts distribution across our North America facilities. On October 25, 2019, the UAW ratified a new Labor Agreement. The Labor Agreement, which has a term of four years, covers the wages, hours, benefits and other terms and conditions of employment for our UAW-represented employees. The key terms and provisions of the Labor Agreement are:

~~Lump sum ratification bonus payments to eligible employees of $11,000 and eligible temporary employees of $4,500 in November 2019 totaling $0.5 billion;~~

~~Lump sum payments, equivalent to 4% of qualified earnings, to eligible employees in November 2019 and October 2021;~~

~~Lump sum payments of $1,000 to be made annually to eligible employees in June 2020 through June 2023;~~

~~Gross wage increases of 3% in 2020 and 2022 for eligible employees;~~

~~Detroit Hamtramck Assembly facility will remain open and receive a new product allocation. Lordstown Assembly, Baltimore Transmission and Warren Transmission facilities will close;~~

~~Cash severance incentive programs to qualified employees based on employee interest, eligibility and management approval; and~~

~~Additional manufacturing investments of approximately $7.7 billion to create or retain more than 9,000 UAW jobs during the period of the Labor Agreement.~~

Lump sum payments will be amortized over the term of the Labor Agreement. Restructuring charges for cash severance incentive programs will be recorded in the three months ending December 31, 2019 upon receipt of both employee acceptance and management approval.

~~We estimate that the lost vehicle production volumes and parts sales due~~response to the ~~UAW strike had an unfavorable impact of approximately $1.3 billion on our GMNA EBIT-adjusted in~~COVID-19 pandemic. During the three months ended ~~September 30, 2019, which was partially offset by certain timing items of approximately $0.3 billion. In addition, we estimate an unfavorable impact to Net cash provided by operating activities in~~March 31, 2020, our ~~condensed consolidated statement of cash flows of approximately $0.4 billion in the three months ended September 30, 2019. The UAW strike will also have a material impact on our results of~~Automotive China JVs’ manufacturing operations ~~for the three months ending December 31, 2019.~~

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~~For~~were also suspended for a period of time and have recently resumed production. In addition, government-imposed restrictions on businesses, operations and travel and the ~~year ending December~~related economic uncertainty have impacted demand for our vehicles in most of our global markets. As a result of COVID-19, we estimate an impact on EBIT-adjusted of approximately $1.4 billion in the three months ended March 31, ~~2019~~2020. We also expect COVID-19 will materially impact our results of operations during the remainder of 2020. In response, we ~~expect EPS-diluted~~are implementing a number of ~~between $4.28~~austerity measures, including aggressive actions to reduce costs, such as limiting advertising and ~~$4.69~~other third-party spending, deferring salaried employee compensation and ~~EPS-diluted-adjusted~~delaying non-critical projects, including certain future product programs. The extent of ~~between $4.50~~COVID-19’s impact on our future operations and ~~$4.80, which includes management's estimate~~the demand for our products will depend upon, among other things, the duration, spread and intensity of the pandemic and related government responses such as required physical distancing, restrictions on business operations and travel, the pace of recovery of economic activity and the impact to consumers, all of which are uncertain and difficult to predict in light of the ~~UAW strike on~~rapidly evolving landscape. Due to the ongoing uncertainty related to the COVID-19 pandemic, we suspended our 2020 guidance in March 2020. Refer to Item 1A. Risk Factors for a full discussion of the risks associated with the COVID-19 pandemic.

While the situation remains highly uncertain, our Automotive China JVs have resumed production and we currently expect to gradually resume critical manufacturing operations in North America beginning in May 2020. At this ~~period. The following table reconciles expected EPS-diluted under~~time, customer demand for our products in 2020 is difficult to estimate and will be highly dependent upon the duration and severity of the COVID-19 pandemic. We are committed to help reduce the supply shortage of necessary medical equipment arising from the COVID-19 pandemic, including manufacturing face masks beginning in March 2020 and collaborating with Ventec Life Systems to produce critical care ventilators in our U.S. ~~GAAP~~facilities beginning in April 2020. We are providing our resources related to ~~expected EPS-diluted-adjusted and includes the future impact of any currently expected adjustments:~~these initiatives at cost.



	~~Year Ending December 31, 2019~~
~~Diluted earnings per common share~~	~~$ 4.28-4.69~~
~~Adjustment - transformation activities~~	~~1.16-1.30~~
~~Adjustment - GM Brazil indirect tax recoveries~~	~~(0.95)~~
~~Tax effect on adjustments(a)~~	~~(0.13)-(0.10)~~
~~EPS-diluted-adjusted~~	~~$ 4.50-4.80~~

~~__________~~


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

We also face continuing market, operating and regulatory challenges in ~~a number of~~several countries across the globe due to, among other factors, weak economic conditions, competitive pressures, our product portfolio offerings, heightened emissions standards, labor disruptions, foreign exchange volatility, rising material prices, evolving trade policy and political uncertainty. As a result of these conditions, we continue to strategically assess our performance and ability to achieve acceptable returns on our invested capital, as well as our cost structure in order to maintain a low breakeven point. Refer to Item 1A. Risk Factors of our ~~2018~~2019 Form 10-K for a discussion onof these challenges.

In November 2018, we announced plans to accelerate steps to improve our overall business performance, including the reorganization of global product development staffs, the realignment of manufacturing capacity in response to market-related volume declines in passenger cars and a reduction of our salaried workforce. We ~~expect~~are on track for these transformation activities to drive between $5.5 billion and $6.0 billion of annual cash savings by the end of 2020, ~~resulting~~consisting of $4.0 billion to $4.5 billion in cost savings primarily from reductions in Automotive and other cost of sales in our condensed consolidated financial statements, ~~as well as~~with the remainder in reduced capital expenditures. We ~~expect~~are on track to ~~meet our revised cost savings target of between $4.0 billion and $4.5~~reduce capital expenditures from approximately $8.5 billion to ~~be achieved through staffing, manufacturing and product initiatives.~~approximately $7.0 billion on a normalized run-rate basis. As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These ~~additional~~ actions could give rise to future asset impairments or other charges, which may have a material impact on our results of operations. We have recorded cumulative charges of $2.9 billion related to these plans, including $1.5 billion in the nine months ended September 30, 2019, and expect to record additional charges of $0.1 billion to $0.3 billion in the three months ending December 31, 2019. These charges are primarily considered special for EBIT-adjusted, EPS diluted-adjusted, and adjusted automotive free cash flow purposes.operating results.

GMNA Industry sales in North America were ~~15.9~~4.3 million units in the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, representing a decrease of ~~1.6%~~13.4% compared to the corresponding period in ~~2018.~~2019. U.S. industry sales were ~~13.1~~3.6 million units in the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, representing a decrease of ~~0.7%~~13.0% compared to the corresponding period in ~~2018. We~~2019. As described above, we expect COVID-19 to result in a significant contraction of total North America industry ~~unit sales~~volumes in 2020. However, industry volumes will ultimately depend upon, among other things, the ~~U.S.~~duration, spread and intensity of the pandemic and related government responses, all of which are uncertain and difficult to ~~exceed 17 million for~~predict in light of the ~~full year.~~rapidly evolving landscape.

Our total vehicle sales in the U.S., our largest market in North America, totaled ~~2.2~~0.6 million units for market share of ~~16.4%~~17.3% in the ~~nine~~three months ended ~~September 30, 2019, which was relatively flat~~March 31, 2020, representing an increase of 1.1 percentage points compared to the corresponding period in ~~2018.~~2019. We continue to lead the U.S. industry in market share.

As discussed above, in response to COVID-19, we suspended production across our manufacturing facilities in the U.S., Canada and Mexico in March 2020. We are working with a variety of stakeholders, including health, safety and medical experts, governments, employee representatives and our suppliers to determine when it is appropriate to restart production. While the situation remains highly uncertain, we currently expect that we will gradually resume critical manufacturing operations in North America beginning in May 2020. We continue to operate our parts distribution centers on a volunteer basis while following physical distancing guidance, implementing enhanced deep cleaning procedures and providing personal protective equipment to continue to protect our employees while ensuring our customers and dealers receive required maintenance and repair parts.

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

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GMI Industry sales in China were ~~18.3~~3.8 million units in the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, representing a ~~4.6%~~ decrease of 38.1% compared to the corresponding period in ~~2018.~~2019. Our total vehicle sales in China were ~~2.3~~0.5 million units for a market share of ~~12.3%~~12.0% in the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, representing a decrease of ~~1.6~~1.1 percentage points compared to the corresponding period in ~~2018. Cadillac achieved 8.3% growth in vehicle~~2019. The sales across all brands decreased in the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, compared to the corresponding period in ~~2018. Buick, Chevrolet, Baojun and Wuling sales were softer amid a continued weak automotive~~2019, driven primarily by an industry ~~since the second half of 2018. Additionally, Baojun and Wuling sales were~~downturn significantly impacted by ~~unfavorable market shifts~~the COVID-19 pandemic. We expect both GM and industry sales to gradually recover as the impact of the COVID-19 pandemic in ~~vehicle segments.~~China subsides, however, the ongoing global macro-economic impact of COVID-19 will place pressure on China's automotive industry. Our Automotive China JVs generated an equity ~~income~~loss of ~~$0.9~~$0.2 billion in the ~~nine~~three months ended ~~September 30, 2019. We expect China JV equity income in the six months ending December~~March 31, ~~2019 to be generally in line with the six months ended June 30, 2019. We expect full-year 2019~~2020. A continuation of industry ~~sales to be down versus the prior year with a continuation of~~weakness and pricing pressures, a more challenging regulatory environment related to emissions, fuel consumption and new energy vehicles, and ~~a weaker~~continued weakness in the Chinese Yuan against the U.S. Dollar ~~which~~ will continue to ~~put~~place pressure on our operations in China. WeWhile we expect lower China equity income in the near term, we will continue to build upon our strong brands, network, and partnerships in China as well as continue to drive improvements in vehicle mix and cost.

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Outside of China, industry sales were ~~19.4~~6.2 million units in the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, representing a decrease of ~~3.1%~~6.4% compared to the corresponding period in ~~2018,~~2019, primarily due to decreased sales in ~~India~~Japan and ~~Argentina.~~India. Our total vehicle sales outside of China were ~~0.9~~0.3 million units for a market share of ~~4.7%~~4.4% in the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, representing an increase of ~~0.3~~0.1 percentage points compared to the corresponding period in ~~2018.~~2019.

In the three months ended March 31, 2020, we announced restructuring actions in GMI related to the wind-down of Holden sales, design and engineering operations in Australia and New Zealand, with cessation of Holden vehicle sales by 2021, the execution of binding term sheets with Great Wall Motors to sell our vehicle and powertrain manufacturing facilities in Thailand, and the wind-down of our vehicle sales operations in Thailand, targeted for completion by the end of 2020. These actions were taken to strengthen the Company's core business and focus investment on other opportunities that will derive the greatest returns for shareholders and support investment in future technologies. We recorded charges of $0.5 billion in the three months ended March 31, 2020 and expect to incur additional charges of $0.4 billion in the nine months ending December 31, 2020. We also recorded deferred tax charges of $0.2 billion in the three months ended March 31, 2020. We expect additional net cash outflows of approximately $0.3 billion to be substantially complete in the nine months ending December 31, 2020. The charges will primarily be considered special for EBIT-adjusted, EPS-diluted-adjusted and adjusted automotive free cash flow purposes. We intend to continue to provide servicing and spare parts to customers for an extended period of time in Australia, New Zealand and Thailand. Refer to Note 17 to our condensed consolidated statements for additional information related to these restructuring actions.

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

~~In 2019 Cruise Holdings entered into a purchase agreement with existing shareholders, including GM, and new third-party investors pursuant to which Cruise Holdings received $1.2~~Corporate Market price changes of our PSA warrants generated unrealized losses of $0.4 billion in ~~exchange for issuing Cruise Class F Preferred Shares, including $0.7~~the three months ended March 31, 2020, compared to a gain of $0.1 billion in the corresponding period in 2019. Our mark-to-market securities totaled $0.6 billion at March 31, 2020, a decrease of $0.9 billion from ~~General Motors Holdings LLC. All proceeds are designated exclusively for working capital~~December 2019, due to market price fluctuations and ~~general corporate purposes~~liquidations of ~~Cruise. Refer to Note 16 to our condensed consolidated financial statements for further details.~~

~~Corporate~~The ignition switch recall has led to various inquiries, investigations, subpoenas, requests for information and complaints from agencies or other representatives of U.S. federal, state and Canadian governments. In addition, these and other recalls have resulted in a number of claims and lawsuits. Such lawsuits and investigations could result in the imposition of material damages, fines, civil consent orders, civil and criminal penalties or other remedies. Refer to Note 13 to our condensed consolidated financial statements for additional information.

~~Contingently Issuable Shares~~ Under the Amended and Restated Master Sale and Purchase Agreement between GM and MLC, GM may be obligated to issue Adjustment Shares of our common stock if allowed general unsecured claims against the GUC Trust, as estimated by the Bankruptcy Court, exceed $35.0 billion. Refer to Note 13 to our condensed consolidated financial statements for a description of the contingently issuable Adjustment Shares.securities.

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

We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and our market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors as well as sales to the U.S. Government and excludes vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the ~~nine~~three months ended ~~September 30, 2019, 33.5%~~March 31, 2020, 32.4% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by automotive segment (vehicles in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
GMNA	801	77.5	%	843	74.5	%	2,530	77.7	%	2,659	76.1	%	775	80.3	%	859	78.4	%
GMI	232	22.5	%	289	25.5	%	727	22.3	%	836	23.9	%	191	19.7	%	236	21.6	%
Total	1,033	100.0	%	1,132	100.0	%	3,257	100.0	%	3,495	100.0	%	966	100.0	%	1,095	100.0	%

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

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


	Three Months Ended								Nine Months Ended								Three Months Ended
	September 30, 2019				September 30, 2018				September 30, 2019				September 30, 2018				March 31, 2020				March 31, 2019
	Industry	GM	Market Share		Industry	GM	Market Share		Industry	GM	Market Share		Industry	GM	Market Share		Industry	GM	Market Share		Industry	GM	Market Share
North America
United States	4,443	739	16.6	%	4,410	695	15.8	%	13,127	2,151	16.4	%	13,222	2,169	16.4	%	3,572	618	17.3	%	4,107	666	16.2	%
Other	934	124	13.4	%	982	139	14.2	%	2,750	363	13.2	%	2,906	404	13.9	%	712	101	14.1	%	839	109	13.0	%
Total North America	5,377	863	16.1	%	5,392	834	15.5	%	15,877	2,514	15.8	%	16,128	2,573	16.0	%	4,284	719	16.8	%	4,946	775	15.7	%
Asia/Pacific, Middle East and Africa
China(a)	5,624	690	12.3	%	6,304	836	13.3	%	18,302	2,257	12.3	%	19,184	2,680	14.0	%	3,847	462	12.0	%	6,214	814	13.1	%
Other	5,250	139	2.6	%	5,485	133	2.4	%	16,145	418	2.6	%	16,622	379	2.3	%	5,357	144	2.7	%	5,640	133	2.4	%
Total Asia/Pacific, Middle East and Africa	10,874	829	7.6	%	11,789	969	8.2	%	34,447	2,675	7.8	%	35,806	3,059	8.5	%	9,204	606	6.6	%	11,854	947	8.0	%
South America
Brazil	721	124	17.2	%	679	113	16.6	%	2,029	346	17.0	%	1,846	303	16.4	%	558	95	17.0	%	607	106	17.5	%
Other	411	52	12.7	%	466	61	13.1	%	1,181	147	12.5	%	1,512	203	13.4	%	305	37	12.3	%	396	49	12.4	%
Total South America	1,132	176	15.5	%	1,145	174	15.2	%	3,210	493	15.4	%	3,358	506	15.1	%	863	132	15.3	%	1,003	155	15.5	%
Total in GM markets	17,383	1,868	10.7	%	18,326	1,977	10.8	%	53,534	5,682	10.6	%	55,292	6,138	11.1	%	14,351	1,457	10.1	%	17,803	1,877	10.5	%
Total Europe	4,533	1	—	%	4,331	1	—	%	14,634	3	—	%	14,771	3	—	%	3,991	—	—	%	4,936	1	—	%
Total Worldwide(b)	21,916	1,869	8.5	%	22,657	1,978	8.7	%	68,168	5,685	8.3	%	70,063	6,141	8.8	%	18,342	1,457	7.9	%	22,739	1,878	8.3	%
United States
Cars	1,185	83	7.0	%	1,310	137	10.4	%	3,734	306	8.2	%	4,103	432	10.5	%	879	72	8.2	%	1,179	116	9.8	%
Trucks~~(c)~~	1,157	357	30.8	%	1,059	326	30.8	%	3,308	986	29.8	%	3,086	992	32.1	%	941	292	31.0	%	969	273	28.2	%
Crossovers~~(c)~~	2,101	299	14.2	%	2,041	232	11.4	%	6,085	859	14.1	%	6,033	745	12.3	%	1,752	254	14.5	%	1,959	277	14.1	%
Total United States	4,443	739	16.6	%	4,410	695	15.8	%	13,127	2,151	16.4	%	13,222	2,169	16.4	%	3,572	618	17.3	%	4,107	666	16.2	%
China(a)
SGMS		348				416				1,102				1,284				207				382
SGMW and FAW-GM		342				420				1,155				1,396
SGMW																		255				432
Total China	5,624	690	12.3	%	6,304	836	13.3	%	18,302	2,257	12.3	%	19,184	2,680	14.0	%	3,847	462	12.0	%	6,214	814	13.1	%

__________


(a)	Includes sales by the Automotive China ~~JVs~~JVs: SAIC General Motors Sales Co., Ltd. (SGMS), and SAIC GM Wuling Automobile Co., Ltd. (SGMW) ~~and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM)~~.


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


~~(c)~~	~~Certain industry vehicles have been reclassified between these vehicle segments. GM vehicles were not impacted by this change. The prior period has been recast to reflect the changes.~~

In the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, we estimate we ~~had~~were the ~~number one~~ market share leader in each of North America and South America and ~~the number four market share in the Asia/Pacific, Middle East and Africa region, which included~~had the number two market share in China.

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

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019
September 30, 2018
GMNA 173

166
570

563
GMI 120

136
339

328
Total fleet sales 293

302
909

891

Fleet sales as a percentage of total vehicle sales 15.7 % 15.3 % 16.0 %
14.5 %

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	Three Months Ended
	March 31, 2020		March 31, 2019
GMNA	199		191
GMI	79		92
Total fleet sales	278		283

Fleet sales as a percentage of total vehicle sales	19.1	%	15.1	%

GM Financial We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales throughout various economic cycles. GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices. Used vehicle prices for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 decreased slightly compared to the same period in ~~2018. We expect~~2019. Realized sales proceeds for the first two months of 2020 outpaced the same period in 2019; however, prices declined in late March, primarily due to impacts from the COVID-19 pandemic. GM Financial previously reported an expected decrease in used vehicle prices of 3% to ~~decrease approximately 3% for the full year 2019~~4% in 2020 compared to ~~2018, primarily due~~2019; however, used vehicle prices have been significantly impacted as a result of the COVID-19 pandemic. Current industry forecasts project a decrease in used vehicle prices of 7% to ~~increases~~10% in 2020 compared to 2019, and a recovery sometime in 2021. GM Financial updated residual value estimates accordingly, and will increase the ~~industry supply~~depreciation rate over the remaining term of the portfolio, the impact of which is most heavily weighted to leases maturing in 2020. In addition, the auctions GM Financial uses to remarket off-lease inventory are not currently operating efficiently. Sales proceeds from vehicles GM Financial has been able to remarket have decreased and may remain depressed when auction operations resume. Accordingly, GM Financial recorded an insignificant valuation adjustment to the carrying value of off-lease inventory held for sale. GM Financial cannot currently estimate the precise impact that the COVID-19 pandemic will ultimately have on used ~~vehicles as well as increases~~vehicle prices. If adverse economic impacts are sustained, used vehicle prices could decrease further, which could result in impairment of the GM ~~Financial's volume of~~Financial lease ~~terminations.~~portfolio. The following table summarizes the estimated residual value based on our most recent estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):


	September 30, 2019					December 31, 2018					March 31, 2020					December 31, 2019
	Residual Value		Units	Percentage		Residual Value		Units	Percentage		Residual Value		Units	Percentage		Residual Value		Units	Percentage
Crossovers	$	16,079	971	59.3	%	$	15,057	917	53.8	%	$	15,928	985	62.1	%	$	15,950	972	60.5	%
Trucks	7,154		285	17.4	%	7,299		296	17.4	%	7,097		286	18.1	%	7,256		288	18.0	%
SUVs											3,603		102	6.4	%	3,917		108	6.7	%
Cars	3,688		273	16.7	%	4,884		379	22.3	%	2,841		212	13.4	%	3,276		238	14.8	%
SUVs	3,970		109	6.6	%	4,160		111	6.5	%
Total	$	30,891	1,638	100.0	%	$	31,400	1,703	100.0	%	$	29,469	1,585	100.0	%	$	30,399	1,606	100.0	%

GM Financial's penetration of our retail ~~penetration~~sales in the U.S. decreased to 45% in the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 from ~~47%~~53% in the corresponding period in ~~2018.~~2019. 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 70%~~decreased to 65% in the ~~nine~~three months ended ~~September 30, 2019 and 2018.~~March 31, 2020 from 74% in the three months ended March 31, 2019. In the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, GM Financial's revenue consisted of leased vehicle income of 69%, retail finance charge income of ~~23%~~24% and commercial finance charge income of 5%4%.

Consolidated Results We review changes in our results of operations under five categories: volume, mix, price, cost and other. Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market share and changes in dealer stock levels. Mix measures the impact of changes to the regional portfolio due to product, model, trim, country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related to Manufacturer’s Suggested Retail Price and various sales allowances. Cost primarily includes: (1) material and freight; (2) manufacturing, engineering, advertising, administrative and selling and warranty expense; and (3) non-vehicle related activity. Other primarily includes foreign exchange and non-vehicle related automotive revenues as well as equity income or loss from our nonconsolidated affiliates. Due to the uncertainty related to the COVID-19 pandemic, our results in the three months ended March 31, 2020 in revenues and costs may not be indicative of results for the remainder of 2020. Refer to the regional sections of this MD&A for additional information.

~~Total Net Sales and Revenue~~

Three Months Ended
Favorable/ (Unfavorable)
% Variance Due To
September 30, 2019
September 30, 2018

Volume Mix Price Other

(Dollars in billions)
GMNA $ 27,971

$ 27,650

$ 321

1.2 % $ (1.2 ) $ 1.0
$ 0.6
$ (0.1 )
GMI 3,794

4,582

(788 )
(17.2 )% $ (0.8 ) $ 0.1
$ 0.1
$ (0.2 )
Corporate 52

56

(4 )
(7.1 )% $ —
Automotive 31,817

32,288

(471 )
(1.5 )% $ (2.0 )
$ 1.1

$ 0.7

$ (0.3 )
Cruise 25

—

25

n.m.

$ —
GM Financial 3,659

3,518

141

4.0 % $ 0.1
Eliminations (28 )
(15 )
(13 )
(86.7 )%

$ —
Total net sales and revenue $ 35,473

$ 35,791

$ (318 )
(0.9 )% $ (2.0 )
$ 1.1

$ 0.7

$ (0.2 )

~~________~~

~~n.m. = not meaningful~~

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Total Net Sales and Revenue


	Nine Months Ended						Favorable/ (Unfavorable)				%				Variance Due To															Three Months Ended								Favorable/ (Unfavorable)				%				Variance Due To
	September 30, 2019			September 30, 2018							%		Volume				Mix				Price				Other			March 31, 2020				March 31, 2019						Favorable/ (Unfavorable)				%		Volume				Mix				Price				Other
															(Dollars in billions)																															(Dollars in billions)
GMNA	$	83,660		$	83,969		Favorable/ (Unfavorable)		$	(309	)		(0.4	)%			$	(3.7	)		$	2.5			$	1.3			$	(0.4	)	$	25,831			$	27,365			$	(1,534	)		(5.6	)%			$	(2.4	)		$	0.8			$	0.1			$	—
GMI	11,691			14,188			(2,497		)		(17.6	)%			$	(1.6	)		$	(0.5	)		$	0.4			$	(0.9	)	3,280				3,850				(570		)		(14.8	)%			$	(0.6	)		$	0.4			$	—			$	(0.3	)
Corporate	152			155			(3		)		(1.9	)%															$	—		38				46				(8		)		(17.4	)%															$	—
Automotive	95,503			98,312			(2,809		)		(2.9	)%			$	(5.3	)		$	2.0			$	1.7			$	(1.2	)	29,149				31,261				(2,112		)		(6.8	)%			$	(3.0	)		$	1.1			$	—			$	(0.3	)
Cruise	75			—			75				n.m.																$	0.1		25				25				—				n.m.
GM Financial	10,918			10,417			501				4.8	%															$	0.5		3,561				3,620				(59		)		(1.6	)%															$	(0.1	)
Eliminations	(85		)	(79		)	(6		)		(7.6	)%							$	0.1							$	(0.1	)
Eliminations/reclassifications																														(26		)		(28		)		2				7.1	%							$	—							$	—
Total net sales and revenue	$	106,411		$	108,650		$	(2,239	)		(2.1	)%			$	(5.3	)		$	2.1			$	1.7			$	(0.7	)	$	32,709			$	34,878			$	(2,169	)		(6.2	)%			$	(3.0	)		$	1.1			$	—			$	(0.4	)

________

n.m. = not meaningful

Automotive and Other Cost of Sales


	Three Months Ended						Favorable/ (Unfavorable)				%				Variance Due To															Three Months Ended							Favorable/ (Unfavorable)			%				Variance Due To
	September 30, 2019			September 30, 2018							%			Volume				Mix				Cost				Other			March 31, 2020				March 31, 2019				Favorable/ (Unfavorable)			%			Volume				Mix				Cost				Other
															(Dollars in billions)																													(Dollars in billions)
GMNA	$	24,089		$	23,708		Favorable/ (Unfavorable)	$	(381	)		(1.6	)%			$	0.9			$	(0.7	)		$	(0.7	)		$	0.2		$	22,553			$	24,971		$	2,418		9.7	%			$	1.8			$	(0.5	)		$	1.0			$	0.1
GMI	3,814			4,587			773				16.9	%			$	0.7			$	(0.1	)		$	0.2			$	—		3,883				3,029			(854		)	(28.2	)%			$	0.5			$	(0.3	)		$	(1.2	)		$	0.1
Corporate	16			42			26				61.9	%							$	—			$	—			$	—		107				35			(72		)	n.m.												$	—			$	(0.1	)
Cruise	256			209			(47		)		(22.5	)%											$	—						183				195			12			6.2	%											$	—
Eliminations	(1		)	(13		)	(12		)		(92.3	)%							$	—			$	—						—				(1		)	(1		)	n.m.								$	—			$	—
Total automotive and other cost of sales	$	28,174		$	28,533		$	359			1.3	%			$	1.5			$	(0.8	)		$	(0.6	)		$	0.2		$	26,726			$	28,229		$	1,503		5.3	%			$	2.4			$	(0.8	)		$	(0.2	)		$	0.1

________

Nine Months Ended Favorable/ (Unfavorable) % Variance Due To
September 30, 2019 September 30, 2018 Volume Mix Cost Other
(Dollars in billions)
GMNA $ 73,431
$ 72,798
$ (633 ) (0.9 )% $ 2.7
$ (1.7 ) $ (2.1 ) $ 0.5
GMI 10,476
15,410
4,934
32.0 % $ 1.3
$ 0.1
$ 3.1
$ 0.5
Corporate 83
138
55
39.9 % $ —
$ —
$ 0.1
Cruise 743

514

(229 )
(44.6 )%

$ (0.2 )

Eliminations (3 ) (72 ) (69 ) (95.8 )% $ —
$ —

Total automotive and other cost of sales $ 84,730
$ 88,788
$ 4,058
4.6 % $ 4.0
$ (1.7 ) $ 0.8
$ 1.0
n.m. = not meaningful

In the three months ended ~~September 30, 2019~~March 31, 2020, unfavorable Cost was primarily due to: (1) an increase in large campaigns and other warranty-related costs of $0.8 billion; (2) charges of $0.3 billion primarily in supplier-related charges resulting from transformation activities; and (3) increased material cost of $0.3 billion related to vehicles launched within the last twelve months incorporating significant exterior and/or interior changes (Majors); partially offset by (4) decreased engineering and other costs of $0.4 billion, primarily related to cost savings associated with transformation activities; and (5) favorable material performance of $0.2 billion related to carryover vehicles. In the three months ended September 30, 2019 favorable Other was due to the foreign currency effect resulting from the weakening of other currencies against the U.S. Dollar.

~~Table of Contents~~

~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

~~In the nine months ended September 30, 2019 favorable~~ Cost was primarily due to: (1) a benefit of ~~$1.4~~$0.9 billion related to the retrospective recoveries of indirect taxes in ~~Brazil;~~Brazil in 2019; and (2) ~~decreased engineering~~charges of $0.4 billion primarily in asset impairments and ~~other costs~~dealer restructuring charges in Australia, New Zealand, and Thailand; partially offset by (3) charges of ~~$1.3~~$0.8 billion primarily related to accelerated depreciation resulting from the transformation activities in 2019; and (4) favorable cost of $0.2 billion primarily related to cost savings associated with transformation activities; (3) charges of $1.1 billion primarily in employee separation charges and asset impairments in Korea in 2018; and (4) favorable material performance of $0.6 billion related to carryover vehicles; partially offset by (5) charges of $1.4 billion primarily in accelerated depreciation and supplier-related charges resulting from transformation activities; (6) increased material cost of $1.0 billion related to Majors; (7) an increase in large campaigns and other warranty-related costs of $0.7 billion; and (8) increased raw material and freight costs related to carryover vehicles of $0.5 billion.activities. In the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 favorable Other was due to the foreign currency effect resulting from the weakening of the Brazilian Real and other currencies against the U.S. Dollar.

Automotive and other selling, general and administrative expense

Three Months Ended Favorable/ (Unfavorable) Nine Months Ended Favorable/ (Unfavorable)
September 30, 2019 September 30, 2018 % September 30, 2019 September 30, 2018 %
Automotive and other selling, general and administrative expense $ 2,008
$ 2,584
$ 576
22.3 % $ 6,209
$ 7,172
$ 963
13.4 %



	Three Months Ended				Favorable/ (Unfavorable)
	March 31, 2020		March 31, 2019		Favorable/ (Unfavorable)		%
Automotive and other selling, general and administrative expense	$	1,970	$	2,099	$	129	6.1	%

In the three months ended ~~September 30, 2019~~March 31, 2020, Automotive and other selling, general and administrative expense decreased primarily due to ~~charges of $0.4 billion for ignition switch-related legal matters in 2018.~~

~~In the nine months ended September 30, 2019 Automotive~~decreased advertising and ~~other selling, general and administrative expense decreased primarily due to charges of $0.4 billion for ignition switch-related legal matters in 2018 and decreased~~ other costs of ~~$0.4~~$0.1 billion primarily related to cost savings associated with transformation activities.

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

Three Months Ended Favorable/ (Unfavorable) Nine Months Ended Favorable/ (Unfavorable)
September 30, 2019 September 30, 2018 % September 30, 2019 September 30, 2018 %
Interest income and other non-operating income, net $ 169
$ 651
$ (482 ) (74.0 )% $ 1,338
$ 2,130
$ (792 ) (37.2 )%

In the three months ended September 30, 2019 Interest income and other non-operating income, net decreased primarily due to losses related to our investment in Lyft of $0.3 billion and decreased non-service pension income of $0.3 billion.

In the nine months ended September 30, 2019 Interest income and other non-operating income, net decreased primarily due to decreased non-service pension income of $0.7 billion and losses related to our investment in Lyft of $0.3 billion.

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

Three Months Ended Favorable/ (Unfavorable) Nine Months Ended Favorable/ (Unfavorable)
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Gains (losses) related to Lyft $ (332 ) $ —
$ (332 ) $ (112 ) $ 142
$ (254 )
Gains related to PSA warrants 51
171
(120 ) 222
324
(102 )
Total gains (losses) on investments $ (281 ) $ 171
$ (452 ) $ 110
$ 466
$ (356 )

~~Income Tax Expense~~

Three Months Ended Favorable/ (Unfavorable) Nine Months Ended Favorable/ (Unfavorable)
September 30, 2019 September 30, 2018 % September 30, 2019 September 30, 2018 %
Income tax expense $ 271
$ 100
$ (171 ) n.m. $ 932
$ 1,085
$ 153
14.1 %

~~________~~

~~n.m. = not meaningful~~

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Interest Income and Other Non-operating Income, net



	Three Months Ended				Favorable/ (Unfavorable)
	March 31, 2020		March 31, 2019		Favorable/ (Unfavorable)			%
Interest income and other non-operating income, net	$	311	$	805	$	(494	)	(61.4	)%

In the three months ended ~~September 30, 2019~~March 31, 2020, Interest income and other non-operating income, net decreased primarily due to losses related to PSA warrants and lower gains in our investment in Lyft of $0.8 billion, partially offset by several other insignificant items.

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



	Three Months Ended					Favorable/ (Unfavorable)
	March 31, 2020			March 31, 2019		Favorable/ (Unfavorable)
Gains related to Lyft	$	6		$	285	$	(279	)
Gains (losses) related to PSA warrants	(417		)	139		(556		)
Total gains (losses) on investments	$	(411	)	$	424	$	(835	)

Income Tax Expense



	Three Months Ended				Favorable/ (Unfavorable)
	March 31, 2020		March 31, 2019		Favorable/ (Unfavorable)			%
Income tax expense	$	357	$	137	$	(220	)	n.m.

________

n.m. = not meaningful

In the three months ended March 31, 2020, Income tax expense increased primarily due to ~~an increase in tax expense attributable to entities included in our effective tax rate calculation~~the establishment of a valuation allowance and the absence of ~~the 2018 changes resulting from U.S. tax reform, partially offset by~~2019 U.S. tax benefits from foreign activity.

InFor the ~~nine~~three months ended ~~September 30, 2019 Income~~March 31, 2020, our ETR-adjusted was 17.1%. Adjusted effective tax ~~expense decreased primarily due to U.S. tax benefits from foreign activity and tax benefits related to a release of valuation allowance.~~

~~We revised our expected ETR-adjusted to be between 12% and 14%~~rate guidance for the year ending December 31, ~~2019.~~2020 is not provided due to uncertainty around the business impact of the COVID-19 pandemic.

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

GM North America


	Three Months Ended						Favorable / (Unfavorable)			%				Variance Due To																			Three Months Ended							Favorable / (Unfavorable)				%				Variance Due To
	September 30, 2019			September 30, 2018						%			Volume				Mix				Price				Cost				Other			March 31, 2020				March 31, 2019				Favorable / (Unfavorable)				%			Volume				Mix				Price				Cost			Other
														(Dollars in billions)																																		(Dollars in billions)
Total net sales and revenue	$	27,971		$	27,650		Favorable / (Unfavorable)	$	321		1.2	%			$	(1.2	)		$	1.0			$	0.6							$	(0.1	)	$	25,831			$	27,365		$	(1,534	)		(5.6	)%			$	(2.4	)		$	0.8			$	0.1						$	—
EBIT-adjusted	$	3,023		$	2,825		$	198		7.0	%			$	(0.4	)		$	0.3			$	0.6			$	(0.6	)		$	0.2		$	2,194			$	1,896		$	298			15.7	%			$	(0.6	)		$	0.3			$	0.1			$	0.6		$	—
EBIT-adjusted margin	10.8		%	10.2		%	0.6		%																								8.5		%		6.9		%	1.6		%
	(Vehicles in thousands)																																(Vehicles in thousands)
Wholesale vehicle sales	801			843			(42		)	(5.0	)%																						775				859			(84		)		(9.8	)%

Nine Months Ended Favorable / (Unfavorable) % Variance Due To
September 30, 2019 September 30, 2018 Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 83,660
$ 83,969
$ (309 ) (0.4 )% $ (3.7 ) $ 2.5
$ 1.3
$ (0.4 )
EBIT-adjusted $ 7,941
$ 7,728
$ 213
2.8 % $ (1.0 ) $ 0.8
$ 1.3
$ (1.0 ) $ 0.2
EBIT-adjusted margin 9.5 % 9.2 % 0.3 %
(Vehicles in thousands)
Wholesale vehicle sales 2,530
2,659
(129 ) (4.9 )%

GMNA Total Net Sales and Revenue In the three months ended September 30, 2019 Total net sales and revenue increased primarily due to: (1) favorable mix associated with a decrease in sales of passenger cars, primarily discontinued models, and increased sales of full-size pickup trucks; and (2) favorable pricing for Majors of $0.4 billion associated with the launch of our new full-size pickup trucks and favorable pricing on carryover vehicles; partially offset by (3) decreased net wholesale volumes due to lost production resulting from the UAW strike and passenger car models, partially offset by higher planned downtime in 2018 in preparation for the launch of full-size pickup trucks.

~~In the nine months ended September 30, 2019~~March 31, 2020, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes across most vehicle lines as a result of suspending production due to ~~lost production resulting from~~ the ~~UAW strike, a decrease in sales of passenger cars, fleet vehicles and full-size SUVs due to planned downtime,~~COVID-19 pandemic partially offset by ~~an increase~~increased sales of full-size SUVs and pickup trucks due to downtime in 2019; partially offset by (2) favorable mix associated with decreased sales of crossover vehicles and higher planned downtime in 2018 in preparation for the launch of full-size pickup trucks; and (2) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Canadian Dollar against the U.S. Dollar; partially offset by (3) favorable mix associated with a decrease in sales of passenger cars and ~~an increase in~~increased sales of full-size ~~pickup trucks, partially offset by a decrease in sales of full-size SUVs;~~SUVs and ~~(4) favorable pricing for Majors of $1.1 billion associated with the launch of our new full-size~~ pickup trucks.

GMNA EBIT-Adjusted In the three months ended ~~September 30, 2019~~March 31, 2020, EBIT-adjusted increased primarily due to: (1) favorable ~~pricing; and (2) favorable mix associated with a decrease in sales of passenger cars; partially offset by (3) unfavorable~~ Cost due to ~~an increase in large campaigns~~decreased engineering, advertising, manufacturing and ~~other warranty-related~~administrative costs ~~of $0.7 billion, increased vehicle content for Majors~~ of $0.3 billion ~~and decreased~~as a result of transformation activities, increased non-service pension income of ~~$0.2~~$0.1 billion and favorable material performance of $0.1 billion; and (2) favorable mix; partially offset by ~~engineering, administrative and other cost savings primarily related to transformation activities and favorable materials performance related to carryover vehicles of $0.2 billion; and (4)~~(3) decreased net wholesale volumes.

In the nine months ended September 30, 2019 EBIT-adjusted increased primarily due to: (1) favorable pricing; and (2) favorable mix associated with a decrease in sales of passenger cars and an increase in sales of full-size pickup trucks, partially offset by a decrease in sales of full-size SUVs due to planned downtime; partially offset by (3) decreased net wholesale volumes; and (4)

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unfavorable Cost due to increased vehicle content for Majors of $1.0 billion, an increase in large campaigns and other warranty-related cost of $0.8 billion, decreased non-service pension income of $0.5 billion, increased raw material and freight costs of $0.4 billion related to carryover vehicles; partially offset by engineering, administrative and other cost savings primarily related to transformation activities and favorable materials performance of $0.5 billion related to carryover vehicles.

GM International


	Three Months Ended						Favorable / (Unfavorable)								Variance Due To																		Three Months Ended							Favorable / (Unfavorable)								Variance Due To
	September 30, 2019			September 30, 2018						%				Volume				Mix				Price				Cost			Other			March 31, 2020				March 31, 2019				Favorable / (Unfavorable)			%				Volume				Mix				Price				Cost			Other
															(Dollars in billions)																																	(Dollars in billions)
Total net sales and revenue	$	3,794		$	4,582		Favorable / (Unfavorable)	$	(788	)		(17.2	)%			$	(0.8	)		$	0.1			$	0.1						$	(0.2	)	$	3,280			$	3,850		$	(570	)		(14.8	)%			$	(0.6	)		$	0.4			$	—						$	(0.3	)
EBIT (loss)-adjusted	$	(65	)	$	139		$	(204	)		n.m.				$	(0.1	)		$	—			$	0.1			$	—		$	(0.3	)	$	(551	)		$	31		$	(582	)		n.m.				$	(0.1	)		$	0.1			$	—			$	0.1		$	(0.7	)
EBIT (loss)-adjusted margin	(1.7		)%	3.0		%	(4.7		)%																								(16.8		)%		0.8		%	(17.6		)%
Equity income — Automotive China	$	282		$	485		$	(203	)		(41.9	)%
EBIT (loss)-adjusted — excluding Equity income	$	(347	)	$	(346	)	$	(1	)		(0.3	)%
Equity income (loss) — Automotive China																																	$	(167	)		$	376		$	(543	)		n.m.
EBIT (loss)-adjusted — excluding Equity income (loss)																																	$	(384	)		$	(345	)	$	(39	)		(11.3	)%
	(Vehicles in thousands)																																(Vehicles in thousands)
Wholesale vehicle sales	232			289			(57		)		(19.7	)%																					191				236			(45		)		(19.1	)%

__________

n.m. = not meaningful

Nine Months Ended Favorable / (Unfavorable) Variance Due To
September 30, 2019 September 30, 2018 % Volume Mix Price Cost Other
(Dollars in billions)
Total net sales and revenue $ 11,691
$ 14,188
$ (2,497 ) (17.6 )% $ (1.6 ) $ (0.5 ) $ 0.4
$ (0.9 )
EBIT (loss)-adjusted $ (82 ) $ 471
$ (553 ) n.m.
$ (0.2 ) $ (0.5 ) $ 0.4
$ 0.7
$ (1.0 )
EBIT (loss)-adjusted margin (0.7 )% 3.3 % (4.0 )%
Equity income — Automotive China $ 893
$ 1,674
$ (781 ) (46.7 )%
EBIT (loss)-adjusted — excluding Equity income $ (975 ) $ (1,203 ) $ 228
19.0 %
(Vehicles in thousands)
Wholesale vehicle sales 727
836
(109 ) (13.0 )%

~~__________~~

~~n.m. = not meaningful~~

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

GMI Total Net Sales and Revenue In the three months ended ~~September 30, 2019~~March 31, 2020, Total net sales and revenue decreased primarily due toto: (1) decreased wholesale volumes primarily due to lower industry volumes and the COVID-19 pandemic primarily in Asia/Pacific and ~~in Brazil primarily due to phase out of the Chevrolet Cobalt~~Ecuador; and ~~the Chevrolet Onix and~~(2) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Brazilian Real and Argentine Peso against the U.S. ~~Dollar.~~

~~In the nine months ended September 30, 2019 Total net sales and revenue decreased primarily due to: (1) decreased wholesale volumes~~Dollar, partially offset by (3) favorable mix in Brazil, Asia/Pacific ~~Argentina, primarily driven by lower industry volumes,~~ and the Middle East, partially offset by increased volumes in Brazil primarily due to increased sales of the Chevrolet Onix; (2) unfavorable mix primarily due to increased sales of the Chevrolet Onix in Brazil and in Asia/Pacific; and (3) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Argentine Peso and Brazilian Real against the U.S. Dollar; partially offset by (4) favorable pricing related to carryover vehicles in Argentina and Brazil.East.

GMI EBIT (Loss)-Adjusted In the three months ended ~~September 30, 2019~~March 31, 2020, EBIT (loss)-adjusted increased primarily due to unfavorable volume and unfavorable Other primarily due to decreased equity income and the foreign currency effect resulting from the weakening of the ~~Argentine Peso~~Brazilian Real and various other currencies against the U.S. Dollar.

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~~GENERAL MOTORS COMPANY AND SUBSIDIARIES~~

In the nine months ended September 30, 2019 EBIT (loss)-adjusted increased primarily due to: (1) unfavorable mix in Asia/Pacific and the Middle East; and (2) unfavorable Other primarily due to decreased equity income and the foreign currency effect resulting from the weakening of the Argentine Peso against the U.S. Dollar; partially offset by (3) favorable fixed cost in Australia, Korea and Argentina; and (4) favorable pricing.

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

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


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018		March 31, 2020			March 31, 2019
Wholesale vehicle sales, including vehicles exported to markets outside of China	774		921		2,361		2,930		341			856
Total net sales and revenue	$	9,695	$	11,461	$	28,843	$	37,781	$	4,321		$	10,146
Net income	$	455	$	999	$	1,721	$	3,370
Net income (loss)									$	(348	)	$	767

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Cruise


	Three Months Ended						Favorable / (Unfavorable)				%			Nine Months Ended								Favorable / (Unfavorable)			%		Three Months Ended						Favorable / (Unfavorable)			%
	September 30, 2019			September 30, 2018							%		September 30, 2019			September 30, 2018					March 31, 2020				%		March 31, 2019						Favorable / (Unfavorable)			%
Total net sales and revenue(a)	$	25		$	—		Favorable / (Unfavorable)		$	25			n.m.			$	75			$	—	Favorable / (Unfavorable)			$	75			n.m.	$	25		$	25		$	—	—	%
EBIT (loss)-adjusted	$	(251	)	$	(214	)	$	(37	)		(17.3	)%		$	(699	)		$	(534	)		$	(165	)	(30.9	)%	$	(228	)	$	(169	)	$	(59	)	(34.9	)%

__________

~~n.m. = not meaningful~~


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

Cruise EBIT (Loss)-Adjusted In the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020, EBIT (loss)-adjusted increased primarily due to increased ~~engineering~~ costs as we progress towards the commercialization of autonomous vehicles.

GM Financial


	Three Months Ended						Increase/ (Decrease)			%				Nine Months Ended							Increase/ (Decrease)				%		Three Months Ended								Increase/ (Decrease)				%
	September 30, 2019			September 30, 2018						%			September 30, 2019				September 30, 2018				Increase/ (Decrease)			March 31, 2020				March 31, 2019							Increase/ (Decrease)				%
Total revenue	$	3,659		$	3,518		Increase/ (Decrease)	$	141		4.0	%			$	10,918			$	10,417		$	501		%			4.8	%	$	3,561			$	3,620			$	(59	)	(1.6	)%
Provision for loan losses	$	150		$	180		$	(30	)	(16.7	)%			$	504			$	444		$	60			13.5	%	$	466			$	175			$	291			n.m.
EBT-adjusted	$	711		$	498		$	213		42.8	%			$	1,606			$	1,477		$	129			8.7	%	$	230			$	359			$	(129	)		(35.9	)%
Average debt outstanding (dollars in billions)	$	90.5		$	85.6		$	4.9		5.7	%			$	91.8			$	83.6		$	8.2			9.8	%	$	88.8			$	92.3			$	(3.5	)		(3.8	)%
Effective rate of interest paid	3.9		%	3.9		%	—		%					4.0		%		3.8		%	0.2		%				3.8		%		4.2		%		(0.4		)%

__________

n.m. = not meaningful

GM Financial Revenue In the three months ended ~~September 30, 2019~~March 31, 2020, total revenue ~~increased~~decreased $0.1 billion primarily due to a decrease in the leased vehicle portfolio.

GM Financial EBT-Adjusted In the three months ended March 31, 2020, EBT-adjusted decreased primarily due to: (1) increased ~~finance charge income~~provision for loan losses of $0.3 billion primarily due to an increase in expected charge-offs and a decrease in expected recoveries as a result of economic impacts from the COVID-19 pandemic, inclusive of new CECL standard impacts; partially offset by (2) a decrease of $0.1 billion in interest expense due to ~~growth~~a lower effective rate of interest on debt resulting from falling benchmark interest rates, as well as a decrease in the ~~retail~~average debt outstanding; and ~~commercial finance receivables portfolios.~~(3) increased leased vehicle income net of leased vehicle expenses of $0.1 billion primarily due to higher yield on the portfolio, partially offset by a decrease in the average balance of the lease portfolio.

Liquidity and Capital Resources As described in the “Overview” section of this MD&A, we estimate the COVID-19 pandemic had an impact on EBIT-adjusted of approximately $1.4 billion in the three months ended March 31, 2020, and we expect it will have a material impact on future periods, including our cash flows from operating activities and liquidity. Government measures and other restrictions designed to prevent the spread of COVID-19 have disrupted the normal operations of many businesses, including ours. The extent of COVID-19’s impact on our liquidity is rapidly evolving and will depend upon, among other things, the duration, spread and intensity of the pandemic and related government responses such as required physical distancing, restrictions on business operations and travel, the pace of recovery of economic activity and the impact to consumers, all of which are uncertain and difficult to predict. Refer to Item 1A. Risk Factors for a full discussion of the risks associated with the COVID-19 pandemic.

In January 2020, our Automotive China JVs suspended manufacturing operations and in March 2020, we suspended the majority of our global manufacturing operations to combat the spread of COVID-19. In addition, our dealers have experienced slower showroom traffic and reduced retail demand for our vehicles. To preserve financial flexibility in light of the current uncertainty in global markets resulting from the COVID-19 pandemic, we borrowed $15.9 billion under our revolving credit facilities. In response to the uncertainties created by the pandemic, we are implementing a number of austerity measures to reduce costs, such as limiting advertising and other third-party spending, deferring salaried employee compensation and delaying non-critical projects, including certain future product programs.

Despite the negative impact COVID-19 continues to have on our liquidity, we believe our current levels of cash, cash equivalents, and marketable debt securities, which include the borrowings under our revolving credit facilities, and other liquidity actions currently available to us are sufficient to meet our liquidity requirements into the three months ending December 31, 2020, even

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Inwithout the ~~nine months ended September 30, 2019 total revenue increased primarily due to increased finance charge income~~resumption of ~~$0.4 billion due to growth~~critical manufacturing operations in ~~the retail and commercial finance receivables portfolios and increased leased vehicle income of $0.1 billion.~~

~~GM Financial EBT-Adjusted~~ ~~In the three months ended September 30, 2019 EBT-adjusted increased primarily due to~~ ~~increased finance charge income of $0.1 billion due to growth in the retail and commercial finance receivables portfolios.~~

In the nine months ended September 30, 2019 EBT-adjusted increased primarily due to increased finance charge income of $0.4 billion due to growth in the retail and commercial finance receivables portfolios and increased leased vehicle income net of leased vehicle expenses of $0.2 billion primarily due to a higher volume of lease terminations, partially offset by increased interest expense of $0.4 billion due to an increase in the average debt outstanding resulting from growth in earning assets and an increase in the effective rate of interest on debt.

~~Liquidity and Capital Resources~~ We believe that our current level of cash and cash equivalents, marketable debt securities and availability under our revolving credit facilities will be sufficient to meet our liquidity needs. We expect to have substantial cash requirements going forward, which we plan to fund through total available liquidity and cash flows generated from operations and future debt issuances.North America. We also maintain access to the capital markets and may issue debt or equity securities, ~~from time to time,~~ which may provide an additional source of liquidity. Inclusive of our austerity measures, we have ongoing cash costs of approximately $2.0 billion per month including tax, interest and pension payments, excluding changes in managed working capital. We estimate our breakeven point for Adjusted automotive free cash flow purposes, excluding changes in managed working capital, at 25% reduced demand from 2019 levels which implies a U.S. industry level of approximately 13 million units. We have substantial cash requirements going forward, which we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the ongoing COVID-19 pandemic.

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

Our known current and future material uses of cash include, among other possible demands: (1) capital expenditures of approximately $7.5 billion in 2019 in addition to payments for engineering and product development activities; (2) payments associated with previously announced vehicle recalls, the settlements of the multi-district litigation and any other recall-related contingencies; (3) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (4) dividend payments on our common stock that are declared by our Board of Directors; and (5) payments to purchase shares of our common stock authorized by our Board of Directors.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A, Item 1A. Risk Factors in this Form 10-Q and ~~the "Risk Factors" section~~Item 1A. Risk Factors of our ~~2018~~2019 Form 10-K, some of which are outside of our control.

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

Cash flows occur amongst our Automotive, Cruise and GM Financial operations that are eliminated when we consolidate our cash flows. Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, dividends issued by GM Financial to Automotive and Automotive cash injections in Cruise. The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities and funds available under credit facilities. The amount of available liquidity is subject to seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations. In response to the COVID-19 pandemic, we have taken immediate actions to provide for additional liquidity including drawing $15.9 billion on our credit facilities and implementing austerity measures. Additional initiatives are being considered that could further materially support automotive liquidity at June 30, 2020, if executed. We have ~~not significantly~~ changed the management of our liquidity ~~including~~by borrowing on our ~~allocation of available liquidity,~~credit facilities, changing our investment portfolio composition and taking significant austerity measures to provide better flexibility in response to COVID-19, however, we have not significantly changed our investment guidelines since December 31, ~~2018. Refer to the "Liquidity and Capital Resources" section of MD&A in our 2018 Form 10-K.~~2019.

We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. Our automotive borrowing capacity under credit facilities totaled ~~$19.5 billion and $16.5~~$17.5 billion at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. This amount consisted of three revolving credit facilities. These facilities consist of a three-year, $4.0 billion facility, a five-year, $10.5 billion facility and a three-year, $3.0 billion facility, which is currently planned to reduce to $2.0 billion in July 2020. The three-year, $4.0 billion facility allows for borrowings in U.S. Dollars and other currencies and includes a letter of credit sub-facility of $1.1 billion. The five-year, $10.5 billion and three-year, $3.0 billion facilities allow for borrowings in U.S. Dollars and other currencies. Total borrowing capacity under our automotive credit facilities does not include a 364-day, $2.0 billion facility that has been allocated for exclusive use by GM Financial ~~has~~and allows for borrowings in U.S. Dollars only.

In April 2020, we renewed our 364-day, $2.0 billion facility dedicated for exclusive use by GM Financial for an additional 364-day term and extended $3.6 billion of the three-year, $4.0 billion facility for an additional year expiring in April 2022. The remaining portion will expire in April 2021, unless extended. As part of the extension of the three-year, $4.0 billion facility, we have agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $3.0 billion facility. In addition, we are restricted from paying dividends on our ~~364–~~common shares if outstanding borrowings under the revolving credit facilities exceed $5.0 billion, with the exception of the three-year, $3.0 billion facility.

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~~day~~In the three months ended March 31, 2020, we borrowed $3.4 billion against our three-year, $4.0 billion facility, $2.0 billion ~~credit facility. Total automotive credit under the facilities was $17.5 billion and $14.5 billion at September 30, 2019 and December 31, 2018. In January 2019 we executed a new~~against our three-year, ~~unsecured revolving credit facility with an initial borrowing capacity of~~ $3.0 billion ~~reducing to $2.0 billion in July 2020. The~~ facility ~~is being used to fund costs related to transformation activities announced in November 2018~~ and ~~to provide additional financial flexibility. In the nine months ended September 30, 2019 we borrowed $0.7~~$10.5 billion against ~~this~~our five-year, $10.5 billion facility to ~~support transformation-related disbursements.~~preserve financial flexibility in response to the current uncertainty in global markets and the adverse economic environment resulting from the COVID-19 pandemic. We did not have any borrowings against our ~~other~~ facilities at ~~September 30, 2019 and~~ December 31, ~~2018. In April 2019 we renewed our 364–day $2.0 billion credit facility for an additional 364-day term.~~

2019. We had letters of credit outstanding under our sub-facility of ~~$0.3~~$0.1 billion and $0.2 billion at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Refer to Note 11 to our condensed consolidated financial statements for additional information on the contractual maturities of our debt obligations.

If available capacity permits, GM Financial ~~had~~has access to our ~~revolving~~automotive credit facilities, except for the three-year, $3.0 billion ~~facility executed in January 2019, but~~facility. In addition, GM Financial has exclusive use of the 364-day, $2.0 billion facility. GM Financial did not have borrowings outstanding against ~~them~~any facilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. We had intercompany loans from GM Financial of $0.6 billion and $0.5 billion at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, which primarily consisted of commercial loans to dealers we consolidate, and we had no intercompany loans to GM Financial. Refer to Note 45 of our condensed consolidated financial statements for additional information.

GM Financial's Board of Directors declared and paid a dividend of $0.4 billion ~~dividend~~ on its common stock in March 2020. We expect to receive an additional dividend of $0.4 billion on ~~October 24, 2019, which we received on October 25, 2019.~~GM Financial common stock in the nine months ending December 31, 2020. Future dividends from GM Financial will depend on ~~a number of~~several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and leverage ratio. In addition, we expect to continue to receive dividends from our Automotive China JVs on a normal cadence.

Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of March 31, 2020 along with those that went into effect in April 2020 as part of the renewal and extension of our credit facilities and determined we are in compliance and expect to remain in compliance in the future.

In January 2017 we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with no expiration date as part of our common stock repurchase program. We have completed $1.7 billion of the $5.0 billion program through March 31, 2020. In April 2020 we agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $3.0 billion facility.

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



	March 31, 2020		December 31, 2019
Automotive cash and cash equivalents	$	25.3	$	13.4
Marketable debt securities	6.7		3.9
Automotive cash, cash equivalents and marketable debt securities(a)	32.1		17.3
Cruise cash and cash equivalents(b)	1.5		2.3
Cruise marketable debt securities(b)	0.9		0.3
Available liquidity	34.5		19.9
Available under credit facilities	1.4		17.3
Total available liquidity(a)	$	35.8	$	37.2

September 30, 2019
December 31, 2018
Automotive cash and cash equivalents $ 14.6

$ 13.7
Marketable debt securities 6.1

6.0
Automotive cash, cash equivalents and marketable debt securities(a)(b) 20.7

19.6
Cruise cash and cash equivalents(c) 2.2

2.3
Cruise marketable debt securities(c)(d) 0.6

—
Available liquidity 23.5
21.9
Available under credit facilities 16.5

14.2
Total available liquidity(a)(e) $ 40.0

$ 36.1

__________


(a)	Amounts domay not sum due to rounding.


(b)	~~Includes $0.5 billion and $0.6 billion that is designated exclusively to fund capital expenditures in GM Korea at September 30, 2019 and December 31, 2018.~~


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


~~(d)~~	~~Amounts do not include $0.1 billion of Cruise's investment in GM Stock at September 30, 2019 and December 31, 2018.~~


~~(e)~~	~~Excludes our remaining investment in Lyft, which had a fair value of $0.7 billion at September 30, 2019.~~

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

Nine Months Ended September 30, 2019
Operating cash flow $ 6.6
Capital expenditures (4.8 )
Dividends paid (1.7 )
GM investment in Cruise (0.7 )
Borrowings against credit facilities 0.7
Other non-operating(a) 1.0
Increase in available credit facilities 2.3
Total change in automotive available liquidity $ 3.4

~~__________~~


~~(a)~~	~~Amount includes $0.1 billion of proceeds from the sale of a portion of our Lyft shares.~~

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



	Three Months Ended March 31, 2020
Operating cash flow	$	0.3
Capital expenditures	(1.2		)
Dividends paid and payments to purchase common stock	(0.6		)
Borrowings against credit facilities	15.9
Other non-operating(a)	0.3
Decrease in available credit facilities	(15.9		)
Total change in automotive available liquidity	$	(1.2	)

__________


(a)	Amount includes $0.5 billion of proceeds from the sale of the vast majority of our Lyft shares.

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


	Nine Months Ended						Change			Three Months Ended						Change
	September 30, 2019			September 30, 2018			Change			March 31, 2020			March 31, 2019			Change
Operating Activities
Income from continuing operations	$	6.2		$	5.2		$	1.0
Net income										$	0.3		$	2.0		$	(1.7	)
Depreciation, amortization and impairment charges	5.2			4.5			0.7			1.5			2.2			(0.7		)
Pension and OPEB activities	(1.1		)	(2.7		)	1.6			(0.5		)	(0.4		)	(0.1		)
Working capital	(3.2		)	(2.4		)	(0.8		)	(0.7		)	(3.4		)	2.7
Accrued and other liabilities and income taxes	0.3			1.7			(1.4		)	(0.9		)	(1.1		)	0.2
Other	(0.8		)	(0.9		)	0.1			0.6			(1.5		)	2.1
Net automotive cash provided by operating activities	$	6.6		$	5.4		$	1.2
Net automotive cash provided by (used in) operating activities										$	0.3		$	(2.2	)	$	2.5

In the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, the increase in Net automotive cash provided by operating activities was primarily due to: (1) favorable ~~pre-tax earnings~~working capital primarily due to favorable accounts receivable of ~~$0.8~~$4.6 billion, partially offset by unfavorable accounts payable of $2.2 billion; and (2) favorable ~~pension contributions~~dividend received from GM Financial of ~~$1.0 billion primarily made to our U.K., Canada, and Korea pension plans in 2018; and~~$0.4 billion; partially offset by (3) several other insignificant ~~items; partially offset by (4) unfavorable dividends received from our nonconsolidated affiliates of $0.8 billion, primarily due to payment timing.~~

In the three months ended September 30, 2019 we estimate that lost production volumes and parts sales due to the UAW strike had an unfavorable impact to Net cash provided by operating activities of approximately $0.4 billion. This includes lower earnings, partially offset by favorable working capital timing not experienced in the corresponding period in 2018, which is expected to impact working capital in future periods.items.


	Nine Months Ended						Change			Three Months Ended						Change
	September 30, 2019			September 30, 2018			Change			March 31, 2020			March 31, 2019			Change
Investing Activities
Capital expenditures	$	(4.8	)	$	(6.5	)	$	1.7		$	(1.2	)	$	(2.0	)	$	0.8
Acquisitions and liquidations of marketable securities, net(a)	—			2.3			(2.3		)	(2.4		)	—			(2.4		)
GM investment in Cruise	(0.7		)	(1.1		)	0.4
Other	0.2			(0.2		)	0.4
Net automotive cash used in investing activities	$	(5.3	)	$	(5.5	)	$	0.2		$	(3.6	)	$	(2.0	)	$	(1.6	)

__________


(a)	Amount includes ~~$0.1~~$0.5 billion of proceeds from the sale of ~~a portion~~the vast majority of our Lyft ~~shares.~~shares for the three months ended March 31, 2020.

~~In the nine months ended September 30, 2019 capital expenditures decreased primarily due to the 2018 investment related to the launch of full-size trucks.~~


	Nine Months Ended						Change			Three Months Ended						Change
	September 30, 2019			September 30, 2018			Change			March 31, 2020			March 31, 2019			Change
Financing Activities
Issuance of senior unsecured notes	$	—		$	2.1		$	(2.1	)
Borrowings against credit facilities										$	15.9		$	0.4		$	15.5
Net proceeds from short-term debt	1.5			0.7			0.8			0.3			0.7			(0.4		)
Dividends paid and payments to purchase common stock	(1.7		)	(1.7		)	—			(0.6		)	(0.6		)	—
Proceeds from KDB investment in GM Korea	—			0.4			(0.4		)
Other	(0.1		)	(0.5		)	0.4			(0.1		)	(0.2		)	0.1
Net automotive cash provided by (used in) financing activities	$	(0.3	)	$	1.0		$	(1.3	)
Net automotive cash provided by financing activities										$	15.5		$	0.3		$	15.2

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Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from ~~continuing~~ operations less capital expenditures adjusted for management actions. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, net automotive cash provided by operating activities under U.S. GAAP was ~~$6.6~~$0.3 billion, capital expenditures were ~~$4.8~~$1.2 billion, and adjustments for management actions ~~primarily related to transformation activities~~ were ~~$0.6 billion.~~insignificant.

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For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, net automotive cash ~~provided by~~used in operating activities under U.S. GAAP was ~~$5.4~~$2.2 billion, capital expenditures were ~~$6.5~~$2.0 billion, and an adjustment for management actions related to ~~restructuring~~transformation activities primarily in ~~Korea~~GMNA was ~~$0.7~~$0.3 billion.

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & ~~Poor's.~~ Poor's (S&P). All four credit rating agencies currently rate our corporate credit at investment grade. The following table summarizes our credit ratings at April 20, 2020:



	Corporate	Revolving Credit Facilities	Senior Unsecured	Outlook
DBRS Limited	BBB (high)	BBB (high)	N/A	Under review with negative implications
Fitch	BBB	BBB	BBB	Stable
Moody's	Investment Grade	Baa2	Baa3	Under review for downgrade
S&P	BBB	BBB	BBB	Credit watch with negative implications

In ~~April 2019~~March 2020 Moody’s, S&P and DBRS Limited ~~upgraded~~placed our ~~corporate rating~~ratings under review for downgrade, on credit watch with negative implications and ~~revolving credit facilities rating to BBB (high) from BBB and revised their outlook to Stable from Positive. All other~~under review with negative implications. Fitch’s credit ratings remained unchanged since December 31, ~~2018.~~2019.

Cruise Liquidity

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

Nine Months Ended September 30, 2019
Operating cash flow $ (0.6 )
Issuance of Cruise preferred shares 0.5
GM investment in Cruise 0.7
Other non-operating (0.1 )
Total change in Cruise available liquidity $ 0.5

the three months ended March 31, 2020 were driven by operating cash flow. When Cruise's autonomous vehicles are ready for commercial deployment, ~~The~~Softbank Vision Fund (AIV M2), L.P. is obligated to purchase additional Cruise ~~Preferred Shares~~convertible preferred shares for $1.35 billion.

Cruise Cash Flow ~~(Dollars~~(dollars in billions)


	Nine Months Ended						Change			Three Months Ended						Change
	September 30, 2019			September 30, 2018			Change			March 31, 2020			March 31, 2019			Change
Net cash used in operating activities	$	(0.6	)	$	(0.4	)	$	(0.2	)	$	(0.2	)	$	(0.1	)	$	(0.1	)
Net cash used in investing activities	$	(0.6	)	$	—		$	(0.6	)	$	(0.6	)	$	—		$	(0.6	)
Net cash provided by financing activities	$	1.1		$	2.2		$	(1.1	)

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


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Cash and cash equivalents	$	3.2	$	4.9	$	11.6	$	3.3
Borrowing capacity on unpledged eligible assets	20.7		18.0		10.0		17.5
Borrowing capacity on committed unsecured lines of credit	0.3		0.3		0.2		0.3
Borrowing capacity on revolving credit facility, exclusive to GM Financial	2.0		2.0		2.0		2.0
Total GM Financial available liquidity(a)	$	26.2	$	25.2	$	23.9	$	23.1

__________


(a)	Amounts may not sum due to rounding.

In the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, GM Financial's available liquidity was relatively unchanged from December 31, 2019. However, GM Financial’s cash and cash equivalents increased ~~primarily~~and borrowing capacity decreased due to ~~an increase~~increased utilization of credit facilities during the three months ended March 31, 2020 to preserve financial flexibility in ~~borrowing capacity on new~~response to the current uncertainty in global markets and ~~renewed secured revolving credit facilities,~~the current economic environment resulting from the ~~issuance~~COVID-19 pandemic. GM Financial

Table of ~~securitizations and unsecured debt.~~Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

structures liquidity to cover an extended period without access to new debt financing transactions or other capital markets activity while continuing forecasted originations.

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 ~~September 30,~~March 31, 2020 and December 31, 2019. Refer to the Automotive Liquidity section of this MD&A for additional details.

Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. At March 31, 2020 secured, committed unsecured and uncommitted unsecured credit facilities totaled $26.0 billion, $0.5 billion and $1.8 billion with advances outstanding of $14.3 billion, $0.2 billion and $1.8 billion.

44GM Financial Cash Flow (dollars in billions)



	Three Months Ended						Change
	March 31, 2020			March 31, 2019			Change
Net cash provided by operating activities	$	2.2		$	2.1		$	0.1
Net cash used in investing activities	$	(2.7	)	$	(1.6	)	$	(1.1	)
Net cash provided by financing activities	$	7.8		$	0.8		$	7.0

In the three months ended March 31, 2020, Net cash provided by operating activities increased primarily due to an increase in net collateral held for derivative positions of $0.1 billion as a result of favorable changes in interest rates on GM Financial's collateralized derivative portfolio.

In the three months ended March 31, 2020, Net cash used in investing activities increased primarily due to decreased collections and recoveries on finance receivables of $1.5 billion partially offset by decreased purchases of finance receivables of $0.3 billion.

In the three months ended March 31, 2020, Net cash provided by financing activities increased primarily due to an increase in borrowings of $8.0 billion partially offset by an increase in debt repayments of $0.6 billion and dividend payments of $0.4 billion.

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Contractual Obligations and Other Long-Term Liabilities ~~GM Financial Cash Flow (Dollars~~We have minimum commitments under contractual obligations, including purchase obligations. A purchase obligation is defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including fixed or minimum quantities to be purchased or fixed minimum price provisions and the approximate timing of the transaction. Based on these definitions, the following table includes only those contracts that include fixed or minimum obligations. The majority of our purchases are not included in ~~billions)~~the table as they are made under purchase orders that are requirements-based and accordingly do not specify minimum quantities. The following table summarizes aggregated information about our outstanding contractual obligations and other long-term liabilities at March 31, 2020:

Nine Months Ended
Change

September 30, 2019
September 30, 2018
Net cash provided by operating activities $ 6.3

$ 5.3

$ 1.0
Net cash used in investing activities $ (5.3 )
$ (11.7 )
$ 6.4
Net cash provided by (used in) financing activities $ (2.5 )
$ 6.8

$ (9.3 )



	Payments Due by Period
	April 1, 2020 to December 31, 2020		2021		2022-2023		2024-2025		2026 and after		Total
Automotive debt(a)	$	1,466	$	1,220	$	17,081	$	560	$	10,097	$	30,424
Automotive Financing debt	36,122		23,383		20,235		10,869		5,171		95,780
Finance lease obligations	85		53		48		25		93		304
Automotive interest payments(b)	992		1,045		1,725		1,165		8,489		13,416
Automotive Financing interest payments(c)	2,249		1,620		1,802		758		231		6,660
Postretirement benefits(d)	188		232		462		—		—		882
Operating lease obligations	205		255		366		256		384		1,466
Other contractual commitments:
Material	1,506		522		130		64		19		2,241
Marketing	415		216		55		8		—		694
Other	982		747		1,221		198		184		3,332
Total contractual commitments(e)	$	44,210	$	29,293	$	43,125	$	13,903	$	24,668	$	155,199

Non-contractual benefits(f)	$	219	$	270	$	484	$	911	$	9,314	$	11,198

__________


(a)	Payments due in 2022 include $3.0 billion drawn on our three-year, $4.0 billion facility renewed in April 2020 for an additional year expiring in April 2022.


(b)	Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and finance lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at March 31, 2020.


(c)	GM Financial interest payments were determined using the interest rate in effect at March 31, 2020 for floating rate debt and the contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.


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


(e)	Amounts do not include future cash payments for purchase obligations and certain other accrued expenditures (unless listed in the table above) that were recorded in Accounts payable, Accrued liabilities and Other liabilities in our condensed consolidated financial statements at March 31, 2020.


(f)	Amounts include all expected future payments for both current and expected future service at March 31, 2020 for OPEB obligations for salaried and hourly employees extending beyond the current North American union contract agreements, workers' compensation and extended disability benefits. Amounts do not include pension funding obligations.

~~In the nine months ended September 30, 2019 Net cash provided by operating activities increased primarily~~The table above does not reflect product warranty and related liabilities, certified pre-owned, extended warranty and free maintenance of $8.2 billion and unrecognized tax benefits of $0.7 billion due to ~~a decrease~~the uncertainty regarding the future cash outflows potentially associated with these amounts. In addition, future cash outflows related to previously announced restructuring actions are not included in ~~net collateral posted~~the table above. Refer to Note 17 of our condensed consolidated financial statements for ~~derivative positions of $1.0 billion as a result of favorable changes in interest rates on GM Financial’s collateralized derivative portfolio.~~

In the nine months ended September 30, 2019 Net cash used in investing activities decreased primarily due to: (1) increased collections and recoveries on retail finance receivables of $5.7 billion; (2) increased proceeds from the termination of leased vehicles of $1.9 billion; (3) decreased purchases of leased vehicles of $0.6 billion; partially offset by (4) increased purchases of finance receivables of $1.8 billion.

In the nine months ended September 30, 2019 Net cash used in financing activities increased primarily due to an increase in debt payments, net of new borrowings of $8.8 billion and a decrease in proceeds from issuance of preferred stock of $0.5 billion.additional information.

Critical Accounting Estimates The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the periods presented. We believe the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in developing estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are consistent with those described in the MD&A in our ~~2018~~2019 Form ~~10-K.~~10-K, as supplemented by the subsequent discussions of the allowance for loan losses on GM Financial receivables and the residual value of GM Financial leased vehicles.

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

As of March 31, 2020, GM Financial updated the forecast of economic factors for potential impacts from the COVID-19 pandemic. In addition, GM Financial lowered the forecast of expected recovery rates on repossessions. In aggregate, these updates resulted in an increase in the allowance for loan losses on the GM Financial retail finance receivables portfolio of $0.2 billion at March 31, 2020. Actual economic data and recovery rates that are lower than those we forecast would result in an increase to the allowance for loan losses.

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

Residual Value of GM Financial Leased Vehicles At March 31, 2020, the estimated residual value of GM Financial’s leased vehicles at the end of the lease term was $29.5 billion. Depreciation reduces the carrying value of each leased asset in GM Financial’s operating lease portfolio over time from its original acquisition value to its expected residual value at the end of the lease term. GM Financial reviewed the lease portfolio for indicators of impairment and determined that no impairment indicators were present at March 31, 2020. GM Financial updated residual value estimates on the lease portfolio to reflect the decrease in forecasted used vehicle prices due to economic impacts from the COVID-19 pandemic. If adverse economic impacts are sustained, used vehicle prices could decrease further, which could result in an impairment of the GM Financial lease portfolio. If an impairment exists, GM Financial would determine any shortfall in recoverability of the leased vehicle asset groups by year, make and model. Recoverability is calculated as the excess of: (1) the sum of remaining lease payments plus estimated residual value; over (2) leased vehicles, net less deferred revenue.

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

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significant disruption, including any work stoppages, at any of our manufacturing facilities; (12) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules; (13) prices of raw materials used by us and our suppliers; (14) our highly competitive industry, which is characterized by excess manufacturing capacity and the use of incentives and the introduction of new and improved vehicle models by our competitors; (15) the possibility that competitors may independently develop products and services similar to ours or that our intellectual property rights are not sufficient to prevent competitors from developing or selling those products or services; (16) our ability to manage risks related to security breaches and other disruptions to our ~~vehicles,~~ information technology ~~networks~~systems and networked products, including connected vehicles and in-vehicle systems; (17) our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the Personal Identifiable Information of our customers, employees, or suppliers; (18) our ability to comply with extensive laws, regulations and ~~regulations~~policies applicable to our ~~industry,~~operations and products, including those ~~regarding~~relating to fuel economy and emissions and autonomous vehicles; (19) costs and risks associated with litigation and government investigations; (20) the ~~cost~~costs and effect on our reputation of product safety recalls and alleged defects in products and services; (21) any additional tax expense or exposure; (22) our continued ability to develop captive financing capability through GM Financial; and (23) any significant ~~increases~~increase in our pension ~~expense or projected pension contributions resulting from changes in the value of plan assets or the discount rate applied to value the pension liabilities or mortality or other assumption changes.~~funding requirements. A further list and description of these risks, uncertainties and other factors can be found in our ~~2018~~2019 Form 10-K and our subsequent filings with the SEC.

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

* * * * * * *

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Equity Price Risk~~ ~~We are subject to equity price risk due~~There have been no significant changes in our exposure to market ~~price volatility related~~risk since December 31, 2019. For further discussion on market risk, refer to our investment in Lyft and PSA warrants. The fair value of investments with exposure to equity price risk was $1.8 billion at September 30, 2019. In March 2019 Lyft filed for an initial public offering, which significantly increased the volatility in the fair value of our investment in Lyft. Our investment in Lyft is valued based on the quoted market price and our investment in PSA warrants is valued based on a Black-Scholes formula. We estimate that a 10% adverse change in quoted security prices in Lyft and PSA Group would impact our investment in Lyft by $0.1 billion and our PSA warrants by $0.1 billion.

~~Other than as described above, market risks have not changed significantly from those described in~~ Item 7A of our ~~2018~~2019 Form 10-K.

* * * * * * *

Item 4. Controls and Procedures

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

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at ~~September 30, 2019. Based on this evaluation~~March 31, 2020 as required by paragraph (b) of Rules 13a-15 or ~~15d-15,~~15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at ~~September 30, 2019.~~March 31, 2020.

Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ~~Earlier this year,~~However, due to the onset of the COVID-19 global pandemic, we ~~initiated actions~~are monitoring our control environment with increased vigilance to ~~enhance our close, consolidation, planning~~ensure changes as a result of physical distancing are addressed and reporting processes through the implementation of a suite of new systems and system architectures. On January 1, 2019, we updated our forecast and planning processes, inclusive of our year-over-year operating result changes discussed in the MD&A. On May 1, 2019, we updated our close, consolidation and financial reporting systems, processes and related internal controls.all increased risks are mitigated. For additional information refer to ~~the "Risk Factors" section of our 2018 Form 10-K.~~ Item 1A. Risk Factors.

* * * * * * *

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PART II

Item 1. Legal Proceedings

The discussion under "Litigation-Related Liability and Tax Administrative Matters" in Note 1315 to our condensed consolidated financial statements is incorporated by reference into this Part II – Item 1.

* * * * * * *

Item 1A. Risk Factors

~~We face~~The COVID-19 pandemic may disrupt our business and operations, which could materially adversely impact our business, financial condition, liquidity and results of operations. Pandemics, epidemics or disease outbreaks in the U.S. or globally may disrupt our business, which could materially affect our results of operations, financial condition, liquidity and future expectations. In January 2020, the World Health Organization declared the COVID-19 outbreak a ~~number~~public health emergency and in March 2020 declared it a global pandemic. While initially the outbreak was largely concentrated in China, it has since spread globally and has caused significant disruption to the global economy, including the automotive industry. In response, we implemented work-from-home protocols for employees who can work remotely and systematically suspended the majority of ~~significant risks~~our global manufacturing operations. During the three months ended March 31, 2020, our Automotive China JVs’ manufacturing operations were also suspended for a period of time and ~~uncertainties~~have recently resumed production. As of the date of this report, our manufacturing operations in ~~connection~~North America and certain other regions remain suspended. While we are reevaluating production status on a week-by-week basis, we currently expect to gradually resume critical manufacturing operations in North America beginning in May 2020. The resumption of our manufacturing operations will be made in consultation with our ~~operations. Our business~~entire value chain, including unions, suppliers, dealers and other stakeholders. Resuming production will be facilitated by enhanced public health procedures, including temperature screening of employees before entry into facilities, shift adjustments to allow for physical distancing, deep cleaning of facilities after each shift, and the provision of personal protective equipment.

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

As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also heighten many of the other risks described in Item 1A. Risk Factors in our 2019 Form 10-K. In particular, see the risk factors regarding global automobile sales volumes, scale and footprint of our operations, ~~and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed~~disruptions at our manufacturing facilities, disruptions in our ~~2018 Form 10-K.~~suppliers’ operations, and reliance on GM Financial.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended ~~September 30, 2019:~~March 31, 2020:

Total Number of Shares Purchased(a) Weighted Average Price Paid per Share
Total Number of Shares
Purchased Under Announced Programs(b)

Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs
July 1, 2019 through July 31, 2019 1,186,512

$ 37.29

—
$3.4 billion
August 1, 2019 through August 31, 2019 3,895

$ 40.34

—
$3.4 billion
September 1, 2019 through September 30, 2019 3,643

$ 37.09

—
$3.4 billion
Total 1,194,050

$ 37.30

—



	Total Number of Shares Purchased(a)(b)	Weighted Average Price Paid per Share		Total Number of Shares Purchased Under Announced Programs(b)	Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
January 1, 2020 through January 31, 2020	28,331	$	35.82	—	$3.4 billion
February 1, 2020 through February 29, 2020	2,480,515	$	34.79	—	$3.4 billion
March 1, 2020 through March 31, 2020	3,240,152	$	27.88	3,238,308	$3.3 billion
Total	5,748,998	$	30.90	3,238,308

__________

(a)

Shares purchased consist of ~~shares retained by us for the payment of the exercise price upon the exercise of warrants and~~ shares delivered by employees or directors to us for the payment of taxes resulting from the issuance of common stock upon the vesting of RSUs, Performance Stock Units and Restricted Stock Awards relating to compensation plans. ~~Outstanding warrants expired on July 10, 2019.~~ Refer to our ~~2018~~2019 Form 10-K for additional details on employee stock incentive plans ~~and Note 16~~ ~~for additional details on warrants.~~.

(b)

In January 2017, we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with no expiration date. Beginning March 3, 2020 to March 11, 2020, total share purchases under this program were $90 million. In April 2020 we agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $3.0 billion facility.

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Item 6. Exhibits



Exhibit Number	Exhibit Name
3.1	Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December 13, 2010	Incorporated by Reference
3.2	General Motors Company Amended and Restated Bylaws, as amended August 14, 2018, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed on August 20, 2018	Incorporated by Reference
~~10.1~~10.1*	~~Fourth Amended and Restated Limited Liability~~Form of Performance Share Unit Award Agreement under the General Motors Company ~~Agreement of GM Cruise Holdings LLC, dated July 22, 2019~~2017 Long-Term Incentive Plan	Filed Herewith
10.2*	Form of ~~Time Sharing~~Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan	Filed Herewith
31.1	Section 302 Certification of the Chief Executive Officer	Filed Herewith
31.2	Section 302 Certification of the Chief Financial Officer	Filed Herewith
32	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished with this Report
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2019~~March 31, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Income Statements, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) Notes to the Condensed Consolidated Financial Statements	Filed Herewith
104	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2019,~~March 31, 2020, formatted as Inline XBRL and contained in Exhibit 101	Filed Herewith

__________


*	~~Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 6 of this Report.~~

* Management contracts or compensatory plans and arrangements.

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SIGNATURE

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



		GENERAL MOTORS COMPANY (Registrant)
		By:	/s/ CHRISTOPHER T. HATTO
			Christopher T. Hatto, Vice President, ~~Controller~~Global Business Solutions and Chief Accounting Officer
Date:	~~October 29, 2019~~May 6, 2020



	Years Ending December 31,
	2019			2020			2021			2022			2023			Thereafter			Total
Minimum commitments(a)	$	296		$	286		$	247		$	180		$	146		$	582		$	1,737
Sublease income	(61		)	(51		)	(44		)	(38		)	(33		)	(129		)	(356		)
Net minimum commitments	$	235		$	235		$	203		$	142		$	113		$	453		$	1,381



		September 30, 2019		December 31, 2018
Group I	– Dealers with superior financial metrics	$	1,924	$	2,192
Group II	– Dealers with strong financial metrics	5,273		4,399
Group III	– Dealers with fair financial metrics	3,994		4,064
Group IV	– Dealers with weak financial metrics	1,199		1,116
Group V	– Dealers warranting special mention due to elevated risks	332		422
Group VI	– Dealers with loans classified as substandard, doubtful or impaired	74		83
		$	12,796	$	12,276



	Total Number of Shares Purchased(a)	Weighted Average Price Paid per Share		Total Number of Shares Purchased Under Announced Programs(b)	Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
July 1, 2019 through July 31, 2019	1,186,512	$	37.29	—	$3.4 billion
August 1, 2019 through August 31, 2019	3,895	$	40.34	—	$3.4 billion
September 1, 2019 through September 30, 2019	3,643	$	37.09	—	$3.4 billion
Total	1,194,050	$	37.30	—