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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-34960
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 27-0756180 | ||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||
| 300 Renaissance Center, | Detroit, | Michigan | 48265 | -3000 | |||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) |
(313) 667-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | GM | New York Stock Exchange | ||||||
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive officers may be affiliates) was approximately $46.2 billion as of June 30, 2022.
As of January 17, 2023 there were 1,394,637,226 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement related to the Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.
INDEX
| Page | |||||||||||
| PART I | |||||||||||
| Item 1. | Business | 1 | |||||||||
| Item 1A. | Risk Factors | 14 | |||||||||
| Item 1B. | Unresolved Staff Comments | 23 | |||||||||
| Item 2. | Properties | 23 | |||||||||
| Item 3. | Legal Proceedings | 23 | |||||||||
| Item 4. | Mine Safety Disclosures | 23 | |||||||||
| PART II | |||||||||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 23 | |||||||||
| Item 6. | [Reserved] | 25 | |||||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 46 | |||||||||
| Item 8. | Financial Statements and Supplementary Data | 53 | |||||||||
| Consolidated Income Statements | 53 | ||||||||||
| Consolidated Statements of Comprehensive Income | 53 | ||||||||||
| Consolidated Balance Sheets | 54 | ||||||||||
| Consolidated Statements of Cash Flows | 55 | ||||||||||
| Consolidated Statements of Equity | 56 | ||||||||||
| Notes to Consolidated Financial Statements | 57 | ||||||||||
| Note 1. | Nature of Operations and Basis of Presentation | 57 | |||||||||
| Note 2. | Significant Accounting Policies | 57 | |||||||||
| Note 3. | Revenue | 64 | |||||||||
| Note 4. | Marketable and Other Securities | 65 | |||||||||
| Note 5. | GM Financial Receivables and Transactions | 66 | |||||||||
| Note 6. | Inventories | 69 | |||||||||
| Note 7. | Operating Leases | 69 | |||||||||
| Note 8. | Equity in Net Assets of Nonconsolidated Affiliates | 70 | |||||||||
| Note 9. | Property | 72 | |||||||||
| Note 10. | Goodwill and Intangible Assets | 72 | |||||||||
| Note 11. | Variable Interest Entities | 73 | |||||||||
| Note 12. | Accrued and Other Liabilities | 74 | |||||||||
| Note 13. | Debt | 75 | |||||||||
| Note 14. | Derivative Financial Instruments | 77 | |||||||||
| Note 15. | Pensions and Other Postretirement Benefits | 78 | |||||||||
| Note 16. | Commitments and Contingencies | 84 | |||||||||
| Note 17. | Income Taxes | 87 | |||||||||
| Note 18. | Restructuring and Other Initiatives | 90 | |||||||||
| Note 19. | Interest Income and Other Non-Operating Income | 91 | |||||||||
| Note 20. | Stockholders’ Equity and Noncontrolling Interests | 91 | |||||||||
| Note 21. | Earnings Per Share | 93 | |||||||||
| Note 22. | Stock Incentive Plans | 93 | |||||||||
| Note 23. | Segment Reporting | 95 | |||||||||
| Note 24. | Supplemental Information for the Consolidated Statements of Cash Flows | 98 | |||||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 99 |
| Page | |||||||||||
| Item 9A. | Controls and Procedures | 99 | |||||||||
| Item 9B. | Other Information | 100 | |||||||||
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 100 | |||||||||
| PART III | |||||||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 100 | |||||||||
| Item 11. | Executive Compensation | 100 | |||||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 100 | |||||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 100 | |||||||||
| Item 14. | Principal Accountant Fees and Services | 100 | |||||||||
| PART IV | |||||||||||
| Item 15. | Exhibit and Financial Statement Schedules | 101 | |||||||||
| Item 16. | Form 10-K Summary | 103 | |||||||||
| Signatures | 104 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART I