Basis of Presentation This Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) should be read in conjunction with
the accompanying condensed consolidated financial statements and the notes
thereto, and the audited consolidated financial statements and notes thereto
included in our 2020 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance
and may involve risks and uncertainties that could cause actual results to
differ materially from those projected. Refer to the "Forward-Looking
Statements" section of this MD&A and Part 1, Item 1A. Risk Factors of our 2020
Form 10-K for a discussion of these risks and uncertainties. Except for per
share amounts or as otherwise specified, dollar amounts presented within tables
are stated in millions.

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

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

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

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

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

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

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

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


                                                                                      Three Months Ended
                                         March 31,                       December 31,                     September 30,                       June 30,
                                   2021             2020             2020            2019             2020             2019            2020             

2019


Net income (loss) attributable
to stockholders                 $ 3,022          $   294          $ 2,846

$ (194) $ 4,045 $ 2,351 $ (758) $ 2,418 Income tax expense (benefit) 1,177

              357              642            (163)             887              271            (112)            

524


Automotive interest expense         250              193              275             200              327              206             303             

195


Automotive interest income          (32)             (83)             (46)            (96)             (51)            (129)            (61)            (106)
Adjustments
GMI restructuring(a)                  -              489               26               -               76                -              92                -
Cadillac dealer strategy(b)           -                -               99               -                -                -               -             

-


Ignition switch recall and
related legal matters(c)              -                -             (130)              -                -                -               -             

-


Transformation activities(d)          -                -                -             194                -              390               -              361
GM Brazil indirect tax
recoveries(e)                         -                -                -               -                -             (123)              -             (380)
FAW-GM divestiture(f)                 -                -                -             164                -                -               -                -
Total adjustments                     -              489               (5)            358               76              267              92              (19)
EBIT (loss)-adjusted            $ 4,417          $ 1,250          $ 3,712
       $  105          $ 5,284          $ 2,966          $ (536)         $ 3,012


_________
(a)These adjustments were excluded because of a strategic decision to
rationalize our core operations by exiting or significantly reducing our
presence in various international markets to focus resources on opportunities
expected to deliver higher returns. These adjustments primarily consist of asset
impairments, dealer restructurings, employee separation charges and sales
allowances in Australia, New Zealand and Thailand in the three months ended
March 31, 2020, employee separation charges in the three months ended December
31, 2020, supplier claims in the three months ended September 30, 2020 and
inventory provisions in the three months ended June 30, 2020.
(b)This adjustment was excluded because it relates to strategic activities to
transition certain Cadillac dealers from the network as part of Cadillac's
electric vehicle strategy.
(c)This adjustment was excluded because of the unique events associated with the
ignition switch recall, which included various investigations, inquiries and
complaints from constituents.
(d)These adjustments were excluded because of a strategic decision to accelerate
our transformation for the future to strengthen our core business, capitalize on
the future of personal mobility and drive significant cost efficiencies. The
adjustments primarily consist of accelerated depreciation and employee
separation charges in the three months ended December 31, 2019, 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.
(e)These adjustments were excluded because of the unique events associated with
decisions rendered by the Superior Judicial Court of Brazil resulting in
retrospective recoveries of indirect taxes.
(f)This adjustment was excluded because we divested our joint venture FAW-GM
Light Duty Commercial Vehicle Co., Ltd. (FAW-GM), as a result of a strategic
decision by both shareholders, allowing us to focus our resources on
opportunities expected to deliver higher returns.


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The following table reconciles diluted earnings per common share under U.S. GAAP
to EPS-diluted-adjusted:
                                                            Three Months Ended
                                               March 31, 2021                March 31, 2020
                                           Amount       Per Share        Amount       Per Share

Diluted earnings per common share $ 2,976 $ 2.03 $ 247 $ 0.17


     Adjustments(a)                             -               -           489            0.34
     Tax effect on adjustment(b)                -               -          

(73)          (0.05)
     Tax adjustment(c)                        316            0.22           236            0.16
     EPS-diluted-adjusted                $  3,292      $     2.25      $    899      $     0.62


________
(a)Refer to the reconciliation of Net income (loss) attributable to stockholders
under U.S. GAAP to EBIT (loss)-adjusted within this section of MD&A for the
details of each individual adjustment.
(b)The tax effect of each adjustment is determined based on the tax laws and
valuation allowance status of the jurisdiction to which the adjustment relates.
(c)These adjustments consist of tax expense related to the establishment of a
valuation allowance against deferred tax assets that are considered no longer
realizable for Cruise in the three months ended March 31, 2021 and for GM in
Australia and New Zealand for the three months ended March 31, 2020. These
adjustments were excluded because significant impacts of valuation allowances
are not considered part of our core operations.

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


                                                                                          Three Months Ended
                                                              March 31, 2021                                               March 31, 2020
                                                                                                          Income
                                                                                                          before
                                          Income before        Income tax         Effective tax           income          Income tax          Effective tax
                                          income taxes          expense                rate               taxes             expense                rate
Effective tax rate                        $    4,191          $   1,177                   28.1  %       $   643          $      357                   55.5  %
Adjustments(a)                                     -                  -                                     489                  73
Tax adjustment(b)                                                  (316)                                                       (236)
ETR-adjusted                              $    4,191          $     861                   20.5  %       $ 1,132          $      194                   17.1  %


________
(a)Refer to the reconciliation of Net income (loss) attributable to stockholders
under U.S. GAAP to EBIT (loss)-adjusted within this section of MD&A for
adjustment details. The tax effect of each adjustment is determined based on the
tax laws and valuation allowance status of the jurisdiction to which the
adjustment relates.
(b)Refer to the reconciliation of diluted earnings per common share under U.S.
GAAP to EPS-diluted-adjusted within this section of MD&A for adjustment details.

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

Four Quarters Ended


                                                                March 31, 2021              March 31, 2020
Net income (loss) attributable to stockholders                 $         9.2               $        4.9
Average equity(a)                                              $        45.7               $       43.6
ROE                                                                     20.0   %                   11.2   %


__________

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


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

Four Quarters Ended


                                                                    March 31, 2021              March 31, 2020
EBIT (loss)-adjusted(a)                                            $        12.9               $        7.3
Average equity(b)                                                  $        45.7               $       43.6

Add: Average automotive debt and interest liabilities (excluding finance leases)

                                                             24.7                       18.8
Add: Average automotive net pension & OPEB liability                        17.8                       16.9
Less: Average automotive and other net income tax asset                    (23.8)                     (23.7)
ROIC-adjusted average net assets                                   $        64.4               $       55.6
ROIC-adjusted                                                               20.0   %                   13.2   %


__________
(a)Refer to the reconciliation of Net income (loss) attributable to stockholders
under U.S. GAAP to EBIT (loss)-adjusted within this section of MD&A.
(b)Includes equity of noncontrolling interests where the corresponding earnings
(loss) are included in EBIT (loss)-adjusted.

Overview Our vision for the future is a world with zero crashes, zero emissions
and zero congestion, which guides our growth-focused investment in
electrification, self-driving vehicles and new products and services. The
all-electric future we are building integrates our technology, scale and
manufacturing expertise to drive growth, profitability and deliver world-class
customer interactions. Our strategy includes product leadership in electric
vehicles and autonomous vehicles, continued leadership in trucks and SUVs, and
developing and monetizing new software and services. We will execute our
strategy with a diverse team and a steadfast commitment to good citizenship
through sustainable operations and a leading health and safety culture.


The COVID-19 pandemic and government actions and measures taken to prevent its
spread continue to affect our operations. Government-imposed restrictions on
businesses, operations and travel and the related economic uncertainty have
impacted demand for our vehicles in most of our global markets. The extent of
COVID-19's impact on our future operations, liquidity and the demand for our
products will depend upon, among other things, the duration and severity of the
outbreak or subsequent outbreaks, related government responses, such as required
physical distancing or restrictions on business operations and travel, the pace
of recovery of economic activity and the impact to consumers, the effectiveness
of available vaccines and any potential supply disruptions, all of which are
uncertain and difficult to predict in light of the rapidly evolving landscape.
Refer to Part I, Item 1A. Risk Factors of our 2020 Form 10-K for a full
discussion of the risks associated with the COVID-19 pandemic.

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

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

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


                                                    Six Months Ending June  

Year Ending December 31,


                                                           30, 2021                        2021
Net income attributable to stockholders                             $ ~3.5                      $ 6.8-7.6
Income tax expense                                                    ~1.5                        2.2-2.4

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


________

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



The following table reconciles expected EPS-diluted under U.S. GAAP to expected
EPS-diluted-adjusted:
                                                                               Year Ending December 31,
                                                                                         2021
Diluted earnings per common share                                                            $ 4.28-5.03

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


________

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



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

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

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

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

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

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

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


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share of 3.7% in the three months ended March 31, 2021, representing a decrease of 1.1 percentage points compared to the corresponding period in 2020.

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 the three months ended March 31, 2021, Cruise Holdings issued Cruise Class G
Preferred Shares in exchange for $2.5 billion from Microsoft and other
investors, including $1.0 billion from General Motors Holdings LLC. All proceeds
related to the Cruise Class G Preferred Shares are designated exclusively for
working capital and general corporate purposes of Cruise Holdings. In addition,
Cruise Holdings, General Motors Holdings LLC and Microsoft entered into a
long-term strategic relationship to accelerate the commercialization of
self-driving vehicles with Microsoft being the preferred public cloud provider.
Refer to Note 16 to our condensed consolidated financial statements for further
details.

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

We present both wholesale and total vehicle sales data to assist in the analysis
of our revenue and our market share. Wholesale vehicle sales data consists of
sales to GM's dealers and distributors as well as sales to the U.S. Government
and excludes vehicles sold by our joint ventures. Wholesale vehicle sales data
correlates to our revenue recognized from the sale of vehicles, which is the
largest component of Automotive net sales and revenue. In the three months ended
March 31, 2021, 29.5% of our wholesale vehicle sales volume was generated
outside the U.S. The following table summarizes wholesale vehicle sales by
automotive segment (vehicles in thousands):
                                              Three Months Ended
                                March 31, 2021                    March 31, 2020
                GMNA                 664        80.9  %              775        80.3  %
                GMI                  157        19.1  %              191        19.7  %
                Total                821       100.0  %              966       100.0  %



Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers
who purchase new vehicles from dealers or distributors); (2) fleet sales (i.e.,
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 industry and GM total vehicle sales and our related competitive position by geographic region (vehicles in thousands):


                                                                                           Three Months Ended
                                                          March 31, 2021                                                     March 31, 2020
                                         Industry                 GM             Market Share               Industry                   GM             Market Share
North America
United States                                 3,968                642                 16.2  %                     3,579                618                 17.3  %
Other                                           724                104                 14.4  %                       706                101                 14.3  %
Total North America                           4,692                746                 15.9  %                     4,285                719                 16.8  %
Asia/Pacific, Middle East and Africa
China(a)                                      6,661                780                 11.7  %                     3,946                462                 11.7  %
Other                                         5,006                100                  2.0  %                     4,909                143                  2.9  %
Total Asia/Pacific, Middle East and
Africa                                       11,667                880                  7.5  %                     8,855                605                  6.8  %
South America
Brazil                                          528                 75                 14.2  %                       558                 95                 17.0  %
Other                                           355                 43                 12.1  %                       311                 37                 12.1  %
Total South America                             883                118                 13.3  %                       869                132                 15.2  %
Total in GM markets                          17,242              1,744                 10.1  %                    14,009              1,456                 10.4  %
Total Europe                                  3,887                  -                    -  %                     3,712                  -                    -  %
Total Worldwide(b)                           21,129              1,744                  8.3  %                    17,721              1,456                  8.2  %
United States
Cars                                            846                 61                  7.2  %                       891                 72                  8.1  %
Trucks                                        1,048                307                 29.3  %                       946                292                 30.8  %
Crossovers                                    2,074                274                 13.2  %                     1,742                254                 14.6  %
Total United States                           3,968                642                 16.2  %                     3,579                618                 17.3  %
China(a)
SGMS                                                               347                                                                  207
SGMW                                                               433                                                                  255
Total China                                   6,661                780                 11.7  %                     3,946                462                 11.7  %


__________
(a)Includes sales by the Automotive China JVs: SAIC General Motors Sales Co.,
Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW).
(b)Cuba, Iran, North Korea, Sudan and Syria are subject to broad economic
sanctions. Accordingly, these countries are excluded from industry sales data
and corresponding calculation of market share.

In the three months ended March 31, 2021, we estimate we were the market share leader in North America.



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

Three Months Ended


                                                                March 31, 2021           March 31, 2020
GMNA                                                                      133                      199
GMI                                                                        60                       79
Total fleet sales                                                         193                      278

Fleet sales as a percentage of total vehicle sales                       11.1  %                  19.1  %


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GM Financial We believe that offering a comprehensive suite of financing
products will generate incremental sales of our vehicles, drive incremental GM
Financial earnings and help support our sales throughout various economic
cycles. GM Financial's leasing program is exposed to residual values, which are
heavily dependent on used vehicle prices. Used vehicle prices increased
approximately 11% for the three months ended March 31, 2021, compared to the
same period in 2020, primarily due to continued low new vehicle inventory
compounded by the global semiconductor supply shortage impacting automotive
production, and strong demand for new and used vehicles driven by economic
recovery and government stimulus. In 2021, GM Financial expects used vehicle
prices to increase by an amount in the low to mid single digits on a percentage
basis, as compared to 2020 levels, primarily due to sustained low new vehicle
inventory and continued strong demand. The increase in used vehicle prices
resulted in gains on terminations of leased vehicles of $0.4 billion in GM
Financial interest, operating and other expenses for the three months ended
March 31, 2021, compared to gains of $0.1 billion in the corresponding period in
2020. The following table summarizes the estimated residual value based on GM
Financial's most recent estimates and the number of units included in GM
Financial Equipment on operating leases, net by vehicle type (units in
thousands):
                                March 31, 2021

December 31, 2020


                 Residual Value       Units        Percentage       Residual Value        Units        Percentage
 Crossovers     $       16,632         965             65.9  %    $         16,334         964             65.5  %
 Trucks                  7,838         279             19.1  %               7,455         275             18.7  %
 SUVs                    3,459          91              6.2  %               3,435          92              6.3  %
 Cars                    1,865         129              8.8  %               1,949         140              9.5  %
 Total          $       29,794       1,464            100.0  %    $         29,173       1,471            100.0  %



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

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

Total Net Sales and Revenue


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

Total net sales and revenue $ 32,474 $ 32,709

        $          (235)             (0.7) %             $ (3.8)         $ 1.8          $ 2.0          $ (0.3)

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


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                    GENERAL MOTORS COMPANY AND SUBSIDIARIES

Automotive and Other Cost of Sales


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




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

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

Automotive and other selling, general and administrative expense


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


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

Interest Income and Other Non-operating Income, net


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


________
n.m. = not meaningful

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

Income Tax Expense
                                 Three Months Ended
                        March 31, 2021        March 31, 2020      

Favorable/ (Unfavorable)       %
 Income tax expense   $     1,177            $           357      $                   (820)       n.m.


________
n.m. = not meaningful

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

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

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


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GM North America
                                      Three Months Ended                       Favorable /                                                               Variance Due To
                             March 31, 2021         March 31, 2020            (Unfavorable)                %                   Volume           Mix           Price           Cost           Other
                                                                                                                                                      (Dollars in billions)
Total net sales and revenue $      25,957          $      25,831          $          126                   0.5  %             $ (3.3)         $ 1.6          $ 1.7                          $ 0.1
EBIT-adjusted               $       3,134          $       2,194          $          940                  42.8  %             $ (0.9)         $ 1.0          $ 1.7          $ (1.1)         $ 0.1

EBIT-adjusted margin                 12.1  %                 8.5  %                  3.6      %
                                                  (Vehicles in thousands)
Wholesale vehicle sales               664                    775                    (111)                (14.3) %






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

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

GM International
                                       Three Months Ended                      Favorable /                                                               Variance Due To
                              March 31, 2021         March 31, 2020           (Unfavorable)               %                   Volume           Mix           Price           Cost            Other
                                                                                                                                                     

(Dollars in billions) Total net sales and revenue $ 3,086 $ 3,280 $ (194)

               (5.9) %             $ (0.5)         $ 0.2          $ 0.3                          $ (0.2)

EBIT (loss)-adjusted $ 308 $ (551) $ 859

                   n.m.             $    -          $ 0.2          $ 0.3          $ (0.1)         $  0.5
EBIT (loss)-adjusted margin           10.0  %               (16.8) %                 26.8     %
Equity income (loss) -
Automotive China             $         308          $        (167)         $          475                   n.m.
EBIT (loss)-adjusted -
excluding Equity income      $           -          $        (384)         $          384                   n.m.
                                                  (Vehicles in thousands)
Wholesale vehicle sales                157                    191                     (34)              (17.8) %


__________
n.m. = not meaningful

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



GMI Total Net Sales and Revenue In the three months ended March 31, 2021, Total
net sales and revenue decreased primarily due to: (1) decreased net wholesale
volumes due to lost production volumes resulting from the shortage of
semiconductors in 2021 and the wind-down of our vehicle sales operations in
Australia, New Zealand and Thailand; and (2) unfavorable Other primarily due to
the foreign currency effect resulting from the weakening of the Brazilian Real
and Argentinian Peso against the U.S. Dollar; partially offset by (3) favorable
pricing across multiple vehicle lines in Brazil and Argentina; and (4) favorable
mix in Brazil.

GMI EBIT (Loss)-Adjusted In the three months ended March 31, 2021, EBIT-adjusted
increased primarily due to: (1) favorable pricing; (2) favorable mix primarily
in Brazil and Asia/Pacific; and (3) favorable Other primarily due to increased
equity income; partially offset by (4) unfavorable Cost primarily due to
increased material costs, partially offset by decreased advertising expenses
inclusive of savings related to the wind-down of our vehicle sales operations in
Australia, New Zealand and Thailand.
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We view the Chinese market as important to our global growth strategy and are
employing a multi-brand strategy. 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. 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


                                                               March 31, 2021          March 31, 2020
Wholesale vehicle sales, including vehicles exported to
markets outside of China                                              675                        341
Total net sales and revenue                                  $      9,875             $        4,321
Net income (loss)                                            $        586             $         (348)



Cruise
                                                                           Three Months Ended                        Favorable /
                                                                 March 31, 2021           March 31, 2020            (Unfavorable)               %
Total net sales and revenue(a)                                 $       30               $            25          $               5             20.0  %
EBIT (loss)-adjusted                                           $     (229)              $          (228)         $              (1)            (0.4) %


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


GM Financial
                                                           Three Months Ended                     Increase/
                                                  March 31, 2021         March 31, 2020           (Decrease)              %
Total revenue                                    $       3,407          $       3,561          $      (154)              (4.3) %
Provision for loan losses                        $         (26)         $         466          $      (492)                 n.m.
EBT-adjusted                                     $       1,182          $         230          $       952                  n.m.

Average debt outstanding (dollars in billions) $ 93.9 $

      88.8          $       5.1                5.7  %
Effective rate of interest paid                            2.8  %                 3.8  %              (1.0)   %


__________
n.m. = not meaningful

GM Financial Revenue In the three months ended March 31, 2021, total revenue
decreased primarily due to decreased leased vehicle income of $0.1 billion
primarily due to a decrease in the leased vehicles portfolio, as terminations of
leases exceeded purchases.

GM Financial EBT-Adjusted In the three months ended March 31, 2021, EBT-adjusted
increased primarily due to: (1) decreased provision for loan losses of $0.5
billion primarily due to a reduction in the reserve levels established at March
31, 2020 at the onset of the COVID-19 pandemic, as a result of actual credit
performance that was better than forecast; and favorable expectations for future
charge-offs and recoveries, reflecting improved forecast economic conditions;
(2) decreased leased vehicle expenses net of leased vehicle income of $0.3
billion primarily due to increased lease termination gains, due to the increase
in used vehicle prices for the three months ended March 31, 2021 compared to the
same period in 2020; and (3) decreased interest expense of $0.2 billion due to a
decrease in the effective rate of interest on debt.

Liquidity and Capital Resources We believe our current levels of cash, cash
equivalents, marketable debt securities, available borrowing capacity under our
revolving credit facilities and other liquidity actions currently available to
us are sufficient to meet our liquidity requirements. We also maintain access to
the capital markets and may issue debt or equity securities, which may provide
an additional source of liquidity. We have substantial cash requirements going
forward, which
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                    GENERAL MOTORS COMPANY AND SUBSIDIARIES

we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if determined to be necessary.




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

Our liquidity plans are subject to a number of risks and uncertainties,
including those described in the "Forward-Looking Statements" section of this
MD&A and Part I, Item 1A. Risk Factors of our 2020 Form 10-K, some of which are
outside of our control.

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

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

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

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

In April 2021, we increased the total borrowing capacity of our five-year, $10.5
billion facility to $11.2 billion and extended the termination date for a $9.9
billion portion of the five-year facility by three years, now set to mature on
April 18, 2026. The termination date of April 18, 2023 for the remaining portion
of the five-year facility remains unchanged. We also renewed and increased the
total borrowing capacity of our three-year, $4.0 billion facility to $4.3
billion, which now matures on April 7, 2024, and renewed our 364-day, $2.0
billion facility allocated for exclusive use by GM Financial, which now matures
on April 6, 2022. We also terminated our 364-day, $2.0 billion revolving credit
facility, entered into in May 2020. Additionally, the prior restrictions on
share repurchases and dividends on our common shares were removed upon entrance
into the renewed three-year, $4.3 billion facility.

If available capacity permits, GM Financial continues to have access to our
automotive credit facilities, except for the three-year, $2.0 billion
transformation facility and the 364-day, $2.0 billion facility that we
terminated in April 2021. GM Financial did not have borrowings outstanding
against any of these facilities at March 31, 2021 and December 31, 2020. We had
intercompany loans from GM Financial of $0.3 billion and $0.4 billion at March
31, 2021 and December 31, 2020, which primarily consisted of commercial loans to
dealers we consolidate. We did not have intercompany loans to GM Financial at
March 31, 2021 and December 31, 2020. Refer to Note 4 to our condensed
consolidated financial statements for additional information.
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GM Financial's Board of Directors declared and paid dividends of $0.6 billion
and $0.4 billion on its common stock in the three months ended March 31, 2021
and 2020. Future dividends from GM Financial will depend on several factors
including business and economic conditions, its financial condition, earnings,
liquidity requirements and leverage ratio. In addition, we expect to continue to
receive dividends from our Automotive China JVs on a normal cadence. In April
2021, our China JV nonconsolidated affiliates declared dividends of $0.6 billion
to GM.

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

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


                                                                  March 31, 2021           December 31, 2020
Automotive cash and cash equivalents                            $          13.1          $             14.2
Marketable debt securities                                                  5.9                         8.1

Automotive cash, cash equivalents and marketable debt securities

                                                                 19.0                        22.3
Cruise cash and cash equivalents(a)                                         2.2                         0.8
Cruise marketable debt securities(a)                                        1.9                         0.9
Available liquidity(b)                                                     23.0                        24.0
Available under credit facilities                                          18.2                        18.2
Total available liquidity(b)                                    $          41.2          $             42.2


__________

(a)Amounts are designated exclusively for the use of Cruise. (b)Amounts may not sum due to rounding.

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


                                                                              Three Months Ended
                                                                                March 31, 2021
Operating cash flow                                                          $            (1.1)
GM investment in Cruise                                                                   (1.0)
Capital expenditures                                                                      (0.9)

Other non-operating                                                                       (0.3)

Total change in automotive available liquidity                               $            (3.3)



Automotive Cash Flow (dollars in billions)


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



In the three months ended March 31, 2021, the decrease in Net automotive cash
provided by (used in) operating activities was primarily due to: (1) unfavorable
accounts receivable of $1.2 billion and inventory of $1.0 billion; partially
offset by (2) lower sales incentive payments of $1.0 billion; and (3) higher
dividends received from GM Financial of $0.2 billion.
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                                                                   Three Months Ended
                                                        March 31, 2021            March 31, 2020           Change
Investing Activities
Capital expenditures                                  $      (0.9)              $          (1.2)         $    0.3
Acquisitions and liquidations of marketable
securities, net(a)                                            2.2                          (2.4)              4.6
GM investment in Cruise                                      (1.0)                            -              (1.0)
Other                                                        (0.1)                            -              (0.1)
Net automotive cash provided by (used in) investing
activities                                            $       0.2               $          (3.6)         $    3.8


__________

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

In the three months ended March 31, 2021, cash provided by acquisitions and liquidations of marketable securities, net increased due to liquidations of securities to fund operating activities and investments, compared to net acquisitions of securities from revolver proceeds during the three months ended March 31, 2020.


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

Dividends paid and payments to purchase common stock            -                     (0.6)             0.6
Other                                                         0.2                     (0.1)             0.3

Net automotive cash provided by financing activities $ - $ 15.5 $ (15.5)






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

In the three months ended March 31, 2020, net automotive cash provided by operating activities under U.S. GAAP was $0.3 billion, capital expenditures were $1.2 billion, and adjustments for management actions were insignificant.



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


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

The following table summarizes the changes in our Cruise available liquidity
(dollars in billions):
                                              Three Months Ended March 31, 2021
Operating cash flow                          $                             (0.2)
Issuance of Cruise Preferred Shares                                         

1.5

GM investment in Cruise                                                     

1.0



Total change in Cruise available liquidity   $                              2.3



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Cruise Cash Flow (dollars in billions)


                                                      Three Months Ended
                                              March 31, 2021       March 31, 2020       Change
Net cash used in operating activities       $     (0.2)           $          (0.2)     $    -
Net cash used in investing activities       $     (0.9)           $          (0.6)     $ (0.3)
Net cash provided by financing activities   $      2.5            $         

- $ 2.5





Automotive Financing - GM Financial Liquidity GM Financial's primary sources of
cash are finance charge income, leasing income and proceeds from the sale of
terminated leased vehicles, net distributions from credit facilities,
securitizations, secured and unsecured borrowings and collections and recoveries
on finance receivables. GM Financial's primary uses of cash are purchases and
funding of finance receivables and leased vehicles, repayment or repurchases of
secured and unsecured debt, funding credit enhancement requirements in
connection with securitizations and secured credit facilities, interest costs,
operating expenses, income taxes and dividend payments. GM Financial continues
to monitor and evaluate opportunities to optimize its liquidity position and the
mix of its debt between secured and unsecured debt. The following table
summarizes GM Financial's available liquidity (dollars in billions):
                                                                 March 31, 2021           December 31, 2020
Cash and cash equivalents                                      $           6.3          $              5.1
Borrowing capacity on unpledged eligible assets                           20.4                        19.0
Borrowing capacity on committed unsecured lines of credit                  0.5                         0.5

Borrowing capacity on revolving credit facility, exclusive to GM Financial

                                                               2.0                         2.0
Total GM Financial available liquidity                         $          29.2          $             26.6



At March 31, 2021, GM Financial's available liquidity increased from December
31, 2020 due to an increase in cash and cash equivalents and available borrowing
capacity on unpledged eligible assets, resulting from the issuance of
securitization transactions and unsecured debt. GM Financial structures
liquidity to support at least six months of GM Financial's expected net cash
flows, including new originations, without access to new debt financing
transactions or other capital markets activity.

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



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

GM Financial Cash Flow (dollars in billions)


                                                       Three Months Ended
                                               March 31, 2021       March 31, 2020       Change
Net cash provided by operating activities    $      1.5            $           2.2      $ (0.7)
Net cash used in investing activities        $     (1.6)           $          (2.7)     $  1.1
Net cash provided by financing activities    $      1.4            $        

7.8 $ (6.4)





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

In the three months ended March 31, 2021, Net cash used in investing activities
decreased primarily due to: (1) increased collections and recoveries on finance
receivables of $2.9 billion; (2) increased proceeds from terminated vehicles of
$1.8 billion; partially offset by (3) an increase in purchases of leased
vehicles of $2.3 billion; and (4) increased purchases of finance receivables of
$1.3 billion.

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In the three months ended March 31, 2021, Net cash provided by financing activities decreased primarily due to: (1) a decrease in borrowings of $4.9 billion; (2) an increase in debt repayments of $1.3 billion; and (3) an increase in dividend payments of $0.2 billion.



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

Forward-Looking Statements This report and the other reports filed by us with
the SEC from time to time, as well as statements incorporated by reference
herein and related comments by our management, may include "forward-looking
statements" within the meaning of the U.S. federal securities laws.
Forward-looking statements are any statements other than statements of
historical fact. Forward-looking statements represent our current judgment about
possible future events and are often identified by words like "aim,"
"anticipate," "appears," "approximately," "believe," "continue," "could,"
"designed," "effect," "estimate," "evaluate," "expect," "forecast," "goal,"
"initiative," "intend," "may," "objective," "outlook," "plan," "potential,"
"priorities," "project," "pursue," "seek," "should," "target," "when," "will,"
"would," or the negative of any of those words or similar expressions. In making
these statements, we rely on assumptions and analysis based on our experience
and perception of historical trends, current conditions and expected future
developments as well as other factors we consider appropriate under the
circumstances. We believe these judgments are reasonable, but these statements
are not guarantees of any future events or financial results, and our actual
results may differ materially due to a variety of important factors, many of
which are beyond our control. These factors, which may be revised or
supplemented in subsequent reports we file with the SEC, include, among others,
the following: (1) our ability to deliver new products, services and customer
experiences in response to increased competition and changing consumer
preferences in the automotive industry; (2) our ability to timely fund and
introduce new and improved vehicle models, including electric vehicles, that are
able to attract a sufficient number of consumers; (3) the success of our
crossovers, SUVs and full-size pickup trucks; (4) our 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; (5) our ability to deliver a broad portfolio of electric vehicles
and drive increased consumer adoption; (6) the unique technological,
operational, regulatory and competitive risks related to the timing and
commercialization of autonomous vehicles; (7) the ongoing COVID-19 pandemic; (8)
global automobile market sales volume, which can be volatile; (9) our
significant business in China, which is subject to unique operational,
competitive, regulatory and economic risks; (10) our joint ventures, which we
cannot operate solely for our benefit and over which we may have limited
control; (11) the international scale and footprint of our operations, which
exposes us to a variety of unique political, economic, competitive and
regulatory risks, including the risk of changes in government leadership and
laws (including labor, tax and other laws), political instability and economic
tensions between governments and changes in international trade policies, new
barriers to entry and changes to or withdrawals from free trade agreements,
public health crises, including the occurrence of a contagious disease or
illness, such as the COVID-19 pandemic, changes in foreign exchange rates and
interest rates, economic downturns in the countries in which we operate,
differing local product preferences and product requirements, changes to and
compliance with U.S. and foreign countries' export controls and economic
sanctions, differing labor regulations, requirements and union relationships,
differing dealer and franchise regulations and relationships, and difficulties
in obtaining financing in foreign countries; (12) any significant disruption,
including any work stoppages, at any of our manufacturing facilities; (13) the
ability of our suppliers to deliver parts, systems and components without
disruption and at such times to allow us to meet production schedules; (14)
prices of raw materials used by us and our suppliers; (15) our ability to
successfully and cost-effectively restructure our operations in the U.S. and
various other countries and initiate additional cost reduction actions with
minimal disruption; (16) the possibility that competitors may independently
develop products and services similar to ours, or that our intellectual property
rights are not sufficient to prevent competitors from developing or selling
those products or services; (17) our ability to manage risks related to security
breaches and other disruptions to our information technology systems and
networked products, including connected vehicles and in-vehicle systems; (18)
our ability to comply with increasingly complex, restrictive and punitive
regulations relating to our enterprise data practices, including the collection,
use, sharing and security of the Personal Identifiable Information of our
customers, employees, or suppliers; (19) our ability to comply with extensive
laws, regulations and policies applicable to our operations and products,
including those relating to fuel economy and emissions and autonomous vehicles;
(20) costs and risks associated with litigation and government investigations;
(21) the costs and effect on our reputation of product safety recalls and
alleged defects in products and services; (22) any additional tax expense or
exposure; (23) our continued ability to develop captive financing capability
through GM Financial;
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                    GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

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


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