filings.toolsGeneral Motors 10-K 2024-12-31
Filed 2025-01-28. 19 sections, 602K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2024
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. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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 $52.2 billion as of June 30, 2024.
As of January 16, 2025 there were 995,001,891 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.
TABLE OF CONTENTS
| Page | |||||||||||
| PART I | |||||||||||
| Item 1. | Business | 1 | |||||||||
| Item 1A. | Risk Factors | 11 | |||||||||
| Item 1B. | Unresolved Staff Comments | 22 | |||||||||
| Item 1C. | Cybersecurity | 22 | |||||||||
| Item 2. | Properties | 23 | |||||||||
| Item 3. | Legal Proceedings | 24 | |||||||||
| Item 4. | Mine Safety Disclosures | 24 | |||||||||
| PART II | |||||||||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 24 | |||||||||
| Item 6. | [Reserved] | 26 | |||||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 47 | |||||||||
| Item 8. | Financial Statements and Supplementary Data | 54 | |||||||||
| Consolidated Income Statements | 54 | ||||||||||
| Consolidated Statements of Comprehensive Income | 54 | ||||||||||
| Consolidated Balance Sheets | 55 | ||||||||||
| Consolidated Statements of Cash Flows | 56 | ||||||||||
| Consolidated Statements of Equity | 57 | ||||||||||
| Notes to Consolidated Financial Statements | 58 | ||||||||||
| Note 1. | Nature of Operations and Basis of Presentation | 58 | |||||||||
| Note 2. | Significant Accounting Policies | 58 | |||||||||
| Note 3. | Revenue | 65 | |||||||||
| Note 4. | Marketable and Other Securities | 67 | |||||||||
| Note 5. | GM Financial Receivables and Transactions | 68 | |||||||||
| Note 6. | Inventories | 71 | |||||||||
| Note 7. | Operating Leases | 71 | |||||||||
| Note 8. | Equity in Net Assets of Nonconsolidated Affiliates | 72 | |||||||||
| Note 9. | Property | 75 | |||||||||
| Note 10. | Goodwill and Intangible Assets | 75 | |||||||||
| Note 11. | Variable Interest Entities | 76 | |||||||||
| Note 12. | Accrued and Other Liabilities | 77 | |||||||||
| Note 13. | Debt | 78 | |||||||||
| Note 14. | Derivative Financial Instruments | 80 | |||||||||
| Note 15. | Pensions and Other Postretirement Benefits | 81 | |||||||||
| Note 16. | Commitments and Contingencies | 87 | |||||||||
| Note 17. | Income Taxes | 92 | |||||||||
| Note 18. | Restructuring and Other Initiatives | 94 | |||||||||
| Note 19. | Interest Income and Other Non-Operating Income | 95 | |||||||||
| Note 20. | Stockholders’ Equity and Noncontrolling Interests | 95 | |||||||||
| Note 21. | Earnings Per Share | 98 | |||||||||
| Note 22. | Stock Incentive Plans | 98 | |||||||||
| Note 23. | Segment Reporting | 100 | |||||||||
| Note 24. | Supplemental Information for the Consolidated Statements of Cash Flows | 104 |
| Page | |||||||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 105 | |||||||||
| Item 9A. | Controls and Procedures | 105 | |||||||||
| Item 9B. | Other Information | 106 | |||||||||
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 106 | |||||||||
| PART III | |||||||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 106 | |||||||||
| Item 11. | Executive Compensation | 106 | |||||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 106 | |||||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 106 | |||||||||
| Item 14. | Principal Accountant Fees and Services | 106 | |||||||||
| PART IV | |||||||||||
| Item 15. | Exhibit and Financial Statement Schedules | 107 | |||||||||
| Item 16. | Form 10-K Summary | 110 | |||||||||
| Signatures | 111 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART I
Item 1. Business
General Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General Motors or GM) was incorporated as a Delaware corporation in 2009. We design, build and sell trucks, crossovers, cars and automobile parts and provide software-enabled services and subscriptions worldwide. Our automotive operations meet the demands of our customers through our automotive segments: GM North America (GMNA) and GM International (GMI) with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily in China, with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet and Wuling brands. Cruise is our global segment responsible for the development of autonomous vehicle (AV) technology. We provide automotive financing services through our General Motors Financial Company, Inc. (GM Financial) segment. Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and Note 23 to our consolidated financial statements for financial information about our segments. Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding. Forward-looking statements in this Business section 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 Item 1A. Risk Factors and the "Forward-Looking Statements" section of Part II, Item 7. MD&A for a discussion of these risks and uncertainties.
Our vision for the future is a world with zero crashes, zero emissions and zero congestion, which guides our growth-focused strategy to invest in electric vehicles (EVs) and AVs, software-enabled services and subscriptions and new business opportunities, while strengthening our market position in profitable internal combustion engine (ICE) vehicles, such as trucks and sport utility vehicles (SUVs).
Electric Vehicles We are offering customers choice with our diverse EV lineup. A key element in our EV strategy is our dedicated EV propulsion architecture. Our current-generation, flexible EV platform is being deployed across multiple brands and vehicle sizes, styles and drive configurations, leveraging our technology to expand our EV portfolio over a wide and growing variety of segments and price points. With our next-generation battery technology, we intend to expand to multiple chemistries, multiple form factors and multiple cell suppliers as we continue to deliver even more EV choices for our customers.
To support our expanding portfolio of EVs, we have made significant investments in our plants across North America. GM’s Factory ZERO Detroit-Hamtramck Assembly Center is a fully dedicated EV facility which produces a variety of vehicles, including the GMC HUMMER EV Pickup and SUV, the Chevrolet Silverado EV and the recently launched Cadillac ESCALADE IQ, with globally sourced parts. GM's CAMI Assembly is Canada's first full-scale EV manufacturing facility. We plan to convert Orion Assembly in Orion Township, Michigan to build electric pickups, with the plant slated to begin production in 2026. GM is also investing in our propulsion, stamping and components plants to support EV production. We are mass-producing battery cells for these and other future EVs through Ultium Cells Holdings LLC (an equally owned joint venture with LG Energy Solution) in plants in Warren, Ohio and Spring Hill, Tennessee, with plans to expand our battery cell manufacturing footprint, including in Indiana through a joint venture with Samsung SDI.
GM's all-electric future is guided by customer choice and focused on delivering a world-class portfolio of EVs and an ecosystem to support them, while maintaining a compelling lineup of gas-powered vehicles. GM EV drivers have access to more than 231,000 chargers across North America. This includes access to more than 20,000 Tesla Superchargers with the use of a GM-approved North American Charging Standard adapter. In 2024, GM also announced that it will enhance its collaboration with EVgo to build 2,850 DC fast charging stalls, including 400 fast chargers at flagship destinations in major metropolitan areas across the U.S. GM is also a founding member of IONNA, a joint venture with seven other automakers aiming to create a high-powered charging network with a targeted installation of at least 30,000 chargers in urban and highway locations throughout North America. The joint venture broke ground on its first charging station in October 2024.
Software-Enabled Services and Subscriptions Our vehicles are equipped with a suite of software-enabled services, including OnStar services, Super Cruise and others. With nearly three decades of experience, OnStar is a global leader in enabling automotive services. OnStar is currently available in 20 markets globally and growing. As GM introduces more software-defined vehicles, OnStar is playing a key role as an enabler of active safety, infotainment, connectivity and driver assistance features. OnStar provides one ecosystem for retail and fleet customers to use, engage and shop through a broader set of service offerings available at and after vehicle purchase. Our end-to-end software platform provides customers with
GENERAL MOTORS COMPANY AND SUBSIDIARIES
software-defined features, apps and services over-the-air and will empower customers to update their ownership experiences with desirable features, software services, vehicle performance and Super Cruise. Super Cruise enables drivers of properly equipped vehicles to travel hands-free on more than 530,000 miles of compatible roads, and soon to be approximately 750,000 miles, in the U.S. and Canada. Additional software-enabled features are expected to be available in the near future including security features, climate and comfort options, personal themes and EV ownership experience elements. Many of GM's latest electric and internal combustion vehicles are employing this software platform as it rolls out across most products in the coming years.
Cruise GM Cruise Holdings LLC (Cruise Holdings), our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application. In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work. We are pursuing the acquisition of the noncontrolling interests in Cruise, and as of December 31, 2024, we owned approximately 97% of Cruise. Following the acquisition of the noncontrolling interests and subject to approval of the Cruise Board of Directors, we expect to work with the Cruise leadership team to restructure Cruise's operations and combine the GM and Cruise technical efforts to build on the success of Super Cruise and prioritize the development of advanced driver-assistance systems (ADAS) on a path to fully autonomous personal vehicles. Refer to Item 1A. Risk Factors for a further discussion of the risks associated with our AV strategy.
Over the last year, we have engaged and actively cooperated with certain federal and state agencies who opened investigations or made inquiries to us and Cruise in connection with an accident involving a Cruise robotaxi in October 2023. We and Cruise have resolved the investigations and inquiries by the National Highway Traffic Safety Administration (NHTSA), the U.S. Department of Justice and the California Public Utilities Commission (CPUC). Specifically, in July 2024, Cruise entered into a settlement agreement with the CPUC that imposed a $112,500 fine on Cruise and various reporting obligations. In September 2024, Cruise and NHTSA executed a Consent Order, which imposed a $1.5 million fine on Cruise and requires enhanced reporting and engagement with NHTSA for two years (with an optional third year at NHTSA's discretion). In November 2024, Cruise entered into a Deferred Prosecution Agreement (DPA) with the U.S. Attorney's Office for the Northern District of California relating to the October 2023 accident. Under the terms of the DPA, Cruise admitted to one count of submitting a false report to a federal agency and paid a $500,000 monetary penalty. The government will not pursue an indictment or prosecution so long as Cruise complies with the terms of the DPA over the next three years by undertaking certain remedial measures, maintaining a safety compliance program and submitting reports to the government no less than annually. GM is neither a party nor a signatory to these agreements.
Competitive Position and 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 or range 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 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 year ended December 31, 2024, 27.9% 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):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
| GMNA | 3,464 | 86.4 | % | 3,147 | 83.5 | % | 2,926 | 81.8 | % | ||||||||||||||||||||||||||
| GMI | 547 | 13.6 | % | 621 | 16.5 | % | 653 | 18.2 | % | ||||||||||||||||||||||||||
| Total | 4,010 | 100.0 | % | 3,768 | 100.0 | % | 3,579 | 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) sales of courtesy transportation vehicles (i.e., vehicles previously used by dealers that were sold to the end consumer). 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
GENERAL MOTORS COMPANY AND SUBSIDIARIES
of the underlying demand for our vehicles. Total vehicle sales data represents management's good faith estimate based on sales reported by our 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.
The following table summarizes industry and GM total vehicle sales and our related competitive position by geographic region (vehicles in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Industry | GM | Market Share | Industry | GM | Market Share | Industry | GM | Market Share | |||||||||||||||||||||||||||||||||||||||||||||
| North America | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | 16,385 | 2,705 | 16.5 | % | 16,022 | 2,595 | 16.2 | % | 14,242 | 2,274 | 16.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Other | 3,909 | 510 | 13.1 | % | 3,590 | 460 | 12.8 | % | 3,066 | 406 | 13.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Total North America | 20,294 | 3,215 | 15.8 | % | 19,612 | 3,055 | 15.6 | % | 17,308 | 2,680 | 15.5 | % | |||||||||||||||||||||||||||||||||||||||||
| Asia/Pacific, Middle East and Africa | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| China(a) | 26,567 | 1,839 | 6.9 | % | 24,967 | 2,099 | 8.4 | % | 23,489 | 2,303 | 9.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Other | 21,727 | 520 | 2.4 | % | 22,058 | 577 | 2.6 | % | 20,259 | 505 | 2.5 | % | |||||||||||||||||||||||||||||||||||||||||
| Total Asia/Pacific, Middle East and Africa | 48,293 | 2,359 | 4.9 | % | 47,025 | 2,676 | 5.7 | % | 43,748 | 2,808 | 6.4 | % | |||||||||||||||||||||||||||||||||||||||||
| South America | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brazil | 2,634 | 315 | 12.0 | % | 2,307 | 328 | 14.2 | % | 2,103 | 291 | 13.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Other | 1,347 | 109 | 8.1 | % | 1,419 | 128 | 9.0 | % | 1,563 | 160 | 10.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Total South America | 3,980 | 424 | 10.7 | % | 3,726 | 456 | 12.2 | % | 3,666 | 451 | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Total in GM markets | 72,568 | 5,998 | 8.3 | % | 70,362 | 6,187 | 8.8 | % | 64,722 | 5,939 | 9.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Total Europe | 16,816 | 2 | — | % | 16,596 | 2 | — | % | 14,236 | 2 | — | % | |||||||||||||||||||||||||||||||||||||||||
| Total Worldwide(b)(c) | 89,383 | 6,001 | 6.7 | % | 86,958 | 6,189 | 7.1 | % | 78,958 | 5,941 | 7.5 | % | |||||||||||||||||||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cars | 2,939 | 178 | 6.0 | % | 3,070 | 224 | 7.3 | % | 2,815 | 214 | 7.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Trucks | 4,345 | 1,383 | 31.8 | % | 4,249 | 1,303 | 30.7 | % | 3,974 | 1,246 | 31.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Crossovers | 9,101 | 1,144 | 12.6 | % | 8,702 | 1,068 | 12.3 | % | 7,454 | 814 | 10.9 | % | |||||||||||||||||||||||||||||||||||||||||
| Total United States | 16,385 | 2,705 | 16.5 | % | 16,022 | 2,595 | 16.2 | % | 14,242 | 2,274 | 16.0 | % | |||||||||||||||||||||||||||||||||||||||||
| China(a) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| SGMS | 524 | 870 | 1,037 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| SGMW | 1,315 | 1,229 | 1,266 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total China | 26,567 | 1,839 | 6.9 | % | 24,967 | 2,099 | 8.4 | % | 23,489 | 2,303 | 9.8 | % |
(a)Includes sales by the Automotive China Joint Ventures (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.
(c)As of March 2022, GM is no longer importing vehicles or parts to Russia, Belarus and other sanctioned provinces in Ukraine.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles. We sell vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. 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):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| GMNA | 615 | 679 | 564 | ||||||||||||||
| GMI | 401 | 506 | 426 | ||||||||||||||
| Total fleet sales | 1,016 | 1,185 | 990 | ||||||||||||||
| Fleet sales as a percentage of total vehicle sales | 16.9 | % | 19.2 | % | 16.7 | % |
Product Pricing Several methods are used to promote our products, including the use of dealer, retail and fleet incentives, such as customer rebates and finance rate support. The level of incentives is dependent upon the level of competition in the markets in which we operate and the level of demand for our products.
Cyclical and Seasonal Nature of Business The market for vehicles is cyclical and depends in part on general economic conditions, credit availability and consumer spending. Vehicle markets are also seasonal. Production varies from month to month. Vehicle model changeovers occur throughout the year as a result of new market entries.
Relationship with Dealers We market vehicles and automotive parts primarily through a network of independent authorized retail dealers. These outlets include distributors, dealers and authorized sales, service and parts outlets. Our customers can obtain a wide range of after-sale vehicle services and products through our dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties. The number of authorized dealerships and other agents performing similar functions were 4,588 in GMNA and 6,594 in GMI at December 31, 2024.
We, and our joint ventures, enter into a contract with each authorized dealer agreeing to sell to the dealer one or more specified product lines at wholesale prices and granting the dealer the right to sell those products to customers from an approved location. Our dealers often offer more than one GM brand at a single dealership in a number of our markets. Authorized dealers offer parts, accessories, service and repairs for GM vehicles in the product lines that they sell using GM parts and accessories. Our dealers are authorized to service GM vehicles under our limited warranty, and those repairs are made almost exclusively with GM parts. Our dealers generally provide their customers with access to credit or lease financing, vehicle insurance and extended service contracts, which may be provided by GM Financial and other financial institutions.
The quality of GM dealerships and our relationship with our dealers are critical to our success now, and as we transition to our all-electric future, given that they maintain the primary sales and service interface with the end consumer of our products. In addition to the terms of our contracts with our dealers, we are regulated by various country and state franchise laws and regulations that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer network changes, pursuing terminations for cause and other contractual matters.
Research, Product Development and Intellectual Property Costs for research, manufacturing engineering, software engineering, product engineering and design and development activities primarily relate to developing new products or services or improving existing products or services, including activities related to vehicle and greenhouse gas (GHG) emissions control, improved fuel economy, EVs, AVs and the safety of drivers and passengers. Research and development expenses were $9.2 billion, $9.9 billion and $9.8 billion in the years ended December 31, 2024, 2023 and 2022.
Product Development The Global Product Development organization is responsible for designing, developing, validating and integrating all global products, services and their components while aiming to maximize part sharing across multiple vehicle segments. Our global vehicle architecture development is headquartered at our Global Technical Center in Warren, Michigan, where our global teams in Design, Program Management & Execution, Hardware, Systems & Integration, Product Safety, Systems & Certification, Electrification & Battery Systems, Technology Acceleration & Commercialization and Purchasing & Supply Chain collaborate to meet customer requirements and maximize global economies of scale.
We continue to invest in key ICE segments, which are critical to fund our all-electric future. Cross-segment part sharing is an essential enabler to optimize our vehicle portfolio profitability, with more than 75% of our global internal combustion vehicle
GENERAL MOTORS COMPANY AND SUBSIDIARIES
sales volume expected to come from five internal combustion vehicle architectures through this decade. We will continue to leverage our ICE portfolio to accommodate our customers around the world while achieving our financial goals.
Software and Services The Software & Services organization, with a presence in Mountain View, California and globally, is bringing together all of GM's software capabilities and assets under one team for the first time at GM. The team is developing and implementing an integrated strategy, working closely with the Global Product Development organization and others across the enterprise to deliver an end-to-end integrated software and services strategy that will make the driver experience even more compelling and seamless.
Intellectual Property We are constantly innovating and hold a significant number of patents, copyrights, trade secrets and other intellectual property that protect those innovations in numerous countries. While no single piece of intellectual property is individually material to our business as a whole, our intellectual property is important to our operations and continued technological development. Additionally, we hold a number of trademarks and service marks that are very important to our identity and recognition in the marketplace.
Raw Materials, Services and Supplies We purchase a wide variety of raw materials, systems, components, parts, supplies, energy, freight, transportation and other services from numerous suppliers to manufacture our products. The raw materials primarily include steel, aluminum, resins, copper, lead, precious metals and raw materials used in EVs. We do not normally carry substantial inventories of these raw materials in excess of levels reasonably required to meet our production requirements, and while we have not experienced any significant shortages of raw materials, supply disruptions may occur as a result of geopolitical and/or policy actions. Processing and extraction of certain EV battery raw materials is currently concentrated in China and may be subject to import or export restrictions, or tariffs. In addition, our transition to EVs will require developing a more resilient, scalable and sustainable North America-focused EV supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain. This includes securing supply through offtake agreements for EV raw materials and derivatives thereof, such as lithium, cathode active material, manganese, synthetic and natural graphite, nickel, cobalt, rare earth elements and permanent motor magnets. These EV-related agreements may require us to hold higher than normal levels of EV raw materials inventory and to make long-term commitments to purchase raw materials. Expected demand for these raw materials currently exceeds the North American capacity of the existing supply chain and our raw material sourcing strategy aims to secure raw material supply to support our EV transition.
Commodity costs are reflecting greater variability due to the macroeconomic environment and the continuing existence of government policies. Furthermore, an increased demand for EV critical minerals is increasing scrutiny of the sustainability and human rights implications of these supply chains.
In some instances, we purchase systems, components, parts and supplies from a single source, which may increase risk to supply disruptions. The inability or unwillingness of these sources to provide us with parts and supplies could have a material adverse effect on our production. Combined purchases from our two largest suppliers were approximately 11% of our total purchases in each of the years ended December 31, 2024, 2023 and 2022. Refer to Item 1A. Risk Factors for further discussion of these risks.
Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global provider of automobile finance solutions. GM Financial conducts its business in North America, South America and through joint ventures in China.
GM Financial provides retail loan and lease lending across the credit spectrum to support vehicle sales. Additionally, GM Financial offers commercial lending products to dealers including floorplan financing, which is lending to finance new and used vehicle inventory; and dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, or to purchase and/or finance dealership real estate. GM Financial provides lending products to commercial vehicle upfitters and advances to certain GM subsidiaries.
In North America, GM Financial offers a sub-prime lending program. The program is primarily offered to consumers with a FICO score or its equivalent of less than 620 who have limited access to automobile financing through banks and credit unions and is expected to sustain a higher level of credit losses than prime lending.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
GM Financial generally seeks to fund its operations in each country through local sources of funding to minimize currency and country risk. GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured and unsecured credit facilities, securitization transactions and the issuance of unsecured debt in the capital markets.
Human Capital The foundation of GM’s business is our Purpose: We pioneer the innovations that move and connect people to what matters. It is why we exist. Our Purpose, growth strategy and culture all help us on our path towards achieving our vision of a world with zero crashes, zero emissions and zero congestion. Our people are our most valuable asset, and we must continue to attract and retain the best talent in the world in order to achieve this vision. As a result, we strive to create a Workplace of Choice to attract, retain, motivate and develop top talent by adhering to a responsible employer philosophy, which includes, among other things, commitments to create job opportunities, pay workers fairly, ensure safety and well-being and foster an inclusive work environment in which all employees can perform at their best. Fundamental to these commitments are our company values.
Building a Stronger Future Together Attracting and retaining talent to build great vehicles is critical to thriving in an increasingly competitive landscape. Our company initiatives for inclusivity are created to further our main business objective – to build and sell the best vehicles on the market to everyone, everywhere. Our current Board of Directors includes six women and seven men of different backgrounds who contribute their own unique perspective, industry insights, experiences and expertise. We bring together best-in-class talent to innovate in an inclusive work environment, and our guiding principle is performance. We have a talent management system that underscores our commitment to high standards. We extend outside of GM to reduce barriers and improve access to our products and services by aligning to GM's focus on STEAM education and road safety. This includes our investments in communities through many partnerships and volunteerism.
Develop and Retain Talented People Today, we compete for talent not only against other automotive companies, but with businesses in sectors such as technology. To win and retain that talent, we must encourage employee behaviors that align with our values, fulfill employees' long-term aspirations and provide experiences that make them feel valued, included and engaged. We have introduced various tools to outline expectations of our employees at each stage of our career ladder in terms of role scope, skills and behaviors. Along with providing mentoring and networking opportunities, we offer a vast array of career development resources to employees to make the most of their careers at GM. We have established curricula for each of our functional areas aimed at ensuring that our employees have the skills they need to perform their jobs. We also offer continuing education programs from leading colleges and universities. For example, the Technical Education Program provides employees an opportunity to complete corporate strategically aligned degrees and certificate programs. Employees in some of our technical roles can participate in the GM Technical Learning University — a training and upskilling program designed to expand and update the technical abilities of our workforce.
GM recognizes that leadership effectiveness is a critical business need. We continue to expand our leadership development programs, which are designed to deliver skills and behaviors for each level of leadership to effectively lead their teams. Focus areas range from delivering constructive feedback to effectively leading large scale change initiatives.
Safety and Well-Being The safety and well-being of our employees is also a critical component of our ability to transform the future of personal mobility. At GM, we pride ourselves on our commitment to live values that return people home safely —
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Every Person, Every Site, Every Day. Our unwavering commitment to safety is manifested through empowering employees to “Speak Up for Safety” and the Employee Safety Concern Process. These resources make it easier for salaried, hourly or represented and contract employees to report potential vehicle or workplace safety issues, or to suggest safety related improvements without fear of retaliation. The well-being of our employees is equally as important to entice and stimulate creativity and innovation.
Our award-winning Total Rewards package includes support for physical, emotional and financial wellness. We provide a comprehensive, competitive offering that includes compensation, a 401(k) company contribution and matching program, paid time off for holidays and vacations, a high-quality health care plan, and GM Family First savings on GM vehicles, parts and services. We are committed to creating safe spaces where people can perform and thrive at work. GM encourages and supports healthy behaviors, attitudes and actions in our workplaces to improve health outcomes for team members and their families and to contribute to the success of our business.
Employees At December 31, 2024, we employed approximately 90,000 (55%) hourly employees and approximately 72,000 (45%) salaried employees. At December 31, 2024, substantially all of our hourly U.S. employees (approximately 47,000) were represented by unions, a majority of which were represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW). The following table summarizes worldwide employment (in thousands):
| December 31, 2024 | |||||
| GMNA(a) | 123 | ||||
| GMI | 30 | ||||
| GM Financial | 9 | ||||
| Total Worldwide | 162 | ||||
| U.S. - Salaried | 50 | ||||
| U.S. - Hourly | 47 |
(a) Includes Cruise.
Information About our Executive Officers As of January 28, 2025, the names and ages of our executive officers, their positions with GM and their business experiences during the past five years are as follows:
| Name (Age) | Present GM Position (Effective Date) | Positions Held During the Past Five Years (Effective Date) | ||||||||||||
| Mary T. Barra (63) | Chair and Chief Executive Officer (2016) | |||||||||||||
| Grant Dixton (51) | Executive Vice President, Chief Legal, Public Policy Officer and Corporate Secretary (2024) | Activision Blizzard, Chief Legal Officer (2021) Boeing, Senior Vice President, General Counsel and Corporate Secretary (2020) | ||||||||||||
| Rory V. Harvey (57) | Executive Vice President and President, Global Markets (2024) | Executive Vice President and President, North America (2023) Vice President, Global Cadillac (2020) Vice President, Cadillac North America Sales, Service and Marketing (2018) | ||||||||||||
| Christopher T. Hatto (54) | Vice President, Global Business Solutions and Chief Accounting Officer (2020) | Vice President, Controller and Chief Accounting Officer (2018) | ||||||||||||
| Paul A. Jacobson (53) | Executive Vice President and Chief Financial Officer (2020) | Delta Air Lines, Executive Vice President and Chief Financial Officer (2013) | ||||||||||||
| Mark L. Reuss (61) | President (2019) |
There are no family relationships between any of the officers named above and there is no arrangement or understanding between any of the officers named above and any other person pursuant to which he or she was selected as an officer. Each of the officers named above was elected by the Board of Directors to hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Environmental and Regulatory Matters
Automotive Criteria Emissions Control Our products are subject to laws and regulations globally that require us to control certain non-GHG automotive emissions, including vehicle and engine exhaust emission standards, vehicle evaporative emission standards and onboard diagnostic (OBD) system requirements. Emission requirements have become more stringent as a result of stricter standards and new diagnostic requirements that have come into force in many markets around the world, often with very little harmonization. Regulatory authorities may conduct ongoing evaluations of products from all manufacturers. Refer to Item 1A. Risk Factors for additional information.
The U.S. federal government, through the Environmental Protection Agency (EPA), imposes stringent exhaust and evaporative emission control requirements on vehicles sold in the U.S. The California Air Resources Board (CARB) likewise imposes stringent exhaust and evaporative emission standards. The Clean Air Act permits states that have areas with air quality compliance issues to adopt California emission standards in lieu of federal requirements. Various other states have adopted California emission standards, and there is a possibility that additional U.S. jurisdictions could adopt California emission standards in the future. The EPA has finalized its Tier 4 Multipollutant Rule that will begin with the 2027 model year. The historically stringent proposal calls for ever-increasing volumes of zero emission vehicles (ZEVs) in order to maintain compliance.
For each model year, we must obtain certification that our vehicles and engines will meet emission requirements of the EPA before we can sell vehicles in the U.S. and Canada, and of CARB before we can sell vehicles in California and the states that have adopted California emission standards.
The Canadian federal government's current vehicle pollutant emission requirements are generally aligned with U.S. federal requirements.
In 2019, certain areas within China began implementation of the China 6 emission standard (China 6) requirements. China 6 combines elements of both European Union (EU) and U.S. standards and increases the time and mileage periods over which manufacturers are responsible for a vehicle's emission performance. Nationwide implementation of China 6a for new registrations occurred in January 2021, and the more stringent China 6b was implemented in July 2023. In 2022, China began studies regarding the next generation of vehicle emission standards (China 7), with the final standard expected in 2026. While largely based on Euro 7, some divergence and unique requirements are expected.
Brazil has approved a set of national emission standards referred to as L7, implemented in 2022, and L8, to be implemented from 2025 onward. L7 standards cover vehicle exhaust emissions, durability for emissions, evaporative emissions and noise limits, and include additional OBD requirements and a phase-in for onboard refueling vapor recovery systems. L8 standards include corporate average vehicle emissions targets, which increase in stringency every two years until 2031. Some of the requirements are aligned with those of the EPA.
As a result of the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business), GM’s vehicle presence in Europe is smaller, but GM may still be affected by actions taken by regulators related both to Opel/Vauxhall vehicles sold before the sale of the Opel/Vauxhall Business as well as to other vehicles GM continues to sell in Europe. In Europe, increased scrutiny of emission standards compliance may result in changes to these standards, as well as stricter interpretations or redefinition of these standards and more rigorous enforcement. Beyond this, as part of the EU's desire to accelerate the shift to sustainable mobility, the EU has recently rolled out new regulations which will impose more stringent emissions standards on ICE vehicles (Euro 7), before phasing them out in 2035. New regulations that are already in place and for which technical requirements are currently being shaped will also impact EV battery design, use and recyclability/recycling. For additional information, refer to Note 16 to our consolidated financial statements.
Automotive Fuel Economy and GHG Emissions In the U.S., NHTSA promulgates and enforces Corporate Average Fuel Economy (CAFE) standards for three separate fleets: domestic cars, import cars and light-duty trucks. Manufacturers may use one or a combination of the following to resolve CAFE fleet deficits: credits from the five prior model years, expected credits for the next three model years, credits obtained from other manufacturers or payment of civil penalties. Manufacturers that do not resolve deficits for a model year may be subject to substantial CAFE civil penalties to bring their fleets into compliance. In addition to federal CAFE standards, the EPA promulgates and enforces GHG emission standards. Manufacturers may use one or a combination of the following to resolve EPA GHG fleet deficits: credits from the five prior model years, expected credits for the next three model years and credits obtained from other manufacturers. NHTSA and the EPA have previously finalized separate standards with differing stringency levels and affected model years, with the CAFE standards addressing the 2024–
GENERAL MOTORS COMPANY AND SUBSIDIARIES
2026 model years and the GHG standards addressing the 2023–2026 model years and both standards have been challenged through litigation. In 2024, NHTSA finalized CAFE standards for the 2027–2031 model years and the EPA finalized GHG standards for the 2027–2032 model years. NHTSA and the EPA have also finalized on-going fuel efficiency and GHG emissions requirements for medium- and heavy-duty vehicles. These requirements also increase in stringency over time.
In addition, CARB has promulgated and enforces its own light-duty vehicle GHG standards with increasing stringency through model year 2025, and other states have adopted CARB's GHG standards under the Federal Clean Air Act. GM is required to meet state GHG standards in California and the states that have adopted California’s GHG standards. CARB has not proposed increases to its GHG standards for the 2026 or later model years, but may do so in the future.
CARB has also imposed requirements to sell increasing percentages of ZEVs in California, ending with a 100% sales target in the 2035 model year. This includes CARB's Advanced Clean Cars II (ACC II) program, which requires the sale of increasing percentages of light-duty ZEVs for the 2026–2035 model years, and has been adopted by numerous states. CARB received a waiver from the EPA for it and the other adopting states to implement and enforce the ACC II program and that waiver action has been challenged through litigation. Additional U.S. jurisdictions could adopt CARB’s ACC II requirements in the future. CARB has also imposed a ZEV requirement for medium- and heavy-duty vehicles in its Advanced Clean Trucks (ACT) program, requiring increasing percentages of ZEVs for the 2024–2026 model years, ending with a 100% ZEV sales requirement in the 2036 model year. CARB has a waiver from the EPA to enforce ACT.
In Canada, federal light- and heavy-duty GHG regulations contain emission standards that are modeled on existing U.S. EPA light- and heavy-duty GHG emission standards for the 2023–2026 model years. In December 2023, the Canadian federal government announced the ZEV Availability Standard as a new requirement within the existing light-duty GHG emission standard, which requires a specified percentage of manufacturer's new light-duty vehicles offered for sale in Canada to be ZEV, beginning with model year 2026 and increasing each year to 100% by model year 2035, and potential enforcement actions for non-compliance in accordance with the existing GHG standards. At the provincial level, Quebec and British Columbia have enacted ZEV sales requirements, which include potential monetary penalties for non-compliance. In 2023, Quebec amended its light-duty ZEV regulations applicable to 2025–2035 model years, requiring ZEVs to comprise 100% of all new light-duty vehicle sales by model year 2035. In December 2024, the Quebec government adopted regulations that prohibit the sale or lease of certain internal combustion engines by December 31, 2035. In October 2024, the British Columbia government announced amendments to British Columbia's existing ZEV sales requirements, which would require ZEVs to comprise 100% of new light-duty sales in British Columbia by model year 2035.
China has two fuel consumption requirements for passenger vehicles enforced by the Ministry of Industry and Information Technology: an individual vehicle pass-fail type approval requirement and a corporate average fuel consumption (CAFC) requirement. Specific to the CAFC requirement, China introduced Phase 5 in 2021 with full compliance required by 2025. In addition, China has established a mandate that requires passenger car manufacturers to produce a certain volume of plug-in hybrid, battery electric and fuel cell vehicles, which are referred to as New Energy Vehicles (NEVs), from 2019 and beyond. The number of NEV credits per car is based on the electric range, energy efficiency and battery energy density with the goal of increasing NEV volume penetrations and improving technological sophistication over time. Uncommitted NEV credits may be used to assist compliance with the CAFC requirement. China previously issued NEV credit targets between 2019 and 2023 and has set new NEV credit targets aimed at further increasing NEV volumes for 2024 and 2025. In 2022, China began to study the CAFC requirement and NEV credit mandates for 2026–2030 (referred to as Phase 6) with the final standard expected in 2025. These standards are anticipated to be more stringent, aligned with the trend observed in other key global markets.
In Brazil, the Secretary of Industry and Development promulgates and enforces CAFE standards and has enforced a CAFE program for the period October 2020–September 2026 for light-duty and mid-size trucks and SUVs, including diesel vehicles. The second phase of the program was finalized in May 2024 and introduces more stringent requirements from 2027 through 2031.
We have several options to comply with existing and potential new regulations that we have utilized and may continue to utilize, including increasing production and sale of certain vehicles, such as EVs, and curtailing production of others, which could include profitable ICE vehicles; technology changes, including fuel consumption efficiency and engine upgrades; payment of penalties; and/or the purchase of credits from third parties. We regularly evaluate our current and future product plans and strategies for compliance with fuel economy and GHG regulations. In the years ended December 31, 2024, 2023 and 2022, we paid $2.0 billion, $0.5 billion and $1.0 billion to purchase credits to facilitate our compliance with regulations. Compliance-related costs of $1.0 billion, $0.7 billion and $0.5 billion were recorded in Automotive and other cost of sales in the years ended December 31, 2024, 2023 and 2022. Refer to Item 1A. Risk Factors for additional information.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws including those regulating air emissions, water discharge, waste management and environmental cleanup. Certain environmental statutes require that responsible parties fund remediation actions regardless of fault, legality of original disposal or ownership of a disposal site. Under certain circumstances, these laws impose joint and several liability as well as liability for related damages to natural resources.
Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers and the automotive industry.
Globally, governments continue to introduce new legislation and regulations related to the selection and use of chemicals by mandating broad prohibitions or restrictions and implementing vehicle interior air quality, green chemistry, life cycle analysis and product stewardship initiatives. These initiatives give broad regulatory authority to ban or restrict the use of certain chemical substances and potentially affect automobile manufacturers' responsibilities for vehicle components at the end of a vehicle's life, as well as chemical selection for product development and manufacturing. Global treaties and initiatives such as the Basel, Rotterdam and Stockholm Conventions on Chemicals and Waste, the Minamata Convention on Mercury and EU Registration, Evaluation, Authorization and Restriction of Chemicals, are driving chemical regulations across signatory countries. Increases in the use of circuit boards and other electronics may require additional assessment under the Restriction of Hazardous Substances and Waste from Electrical and Electronic Equipment directives. New European requirements require suppliers of parts and vehicles to the European market to disclose substances of concern in parts.
Chemical regulations are increasing in North America. In the U.S., the EPA is moving forward with risk analysis and management of high priority chemicals under the authority of the 2016 Lautenberg Chemical Safety for the 21st Century Act. The EPA has also issued a per- and polyfluoroalkyl substances (PFAS) reporting rule that requires PFAS use reporting by manufacturers between 2011 and 2022. In addition, several U.S. states have chemical management regulations that can affect vehicle design and manufacturing such as chemical restriction and use requirements. For example, Minnesota has adopted PFAS reporting and elimination requirements beginning as early as 2026, except for unavoidable uses. Chemical restrictions and export controls in Canada continue to steadily progress under the Environment and Climate Change Canada's Chemical Management Plan to assess existing substances and implement risk management controls on any chemical deemed toxic.
These emerging laws and regulations will potentially lead to increases in costs and supply chain complexity. Manufacturers, including joint venture partners and suppliers, that do not comply with global and specific country regulations could be subject to civil penalties, production disruptions or limitations on the sale of affected products. We believe we are materially in compliance with substantially all these requirements or expect to be materially in compliance by the required dates.
Vehicle Safety
U.S. Requirements The National Traffic and Motor Vehicle Safety Act of 1966 (the Safety Act) regulates the vehicles and items of motor vehicle equipment that we manufacture and sell. The Safety Act prohibits the sale in the U.S. of any new vehicle or equipment that does not conform to applicable federal motor vehicle safety standards established by NHTSA. Meeting or exceeding the many safety standards is costly as global compliance and non-governmental assessment requirements continue to evolve and grow more complex, and lack harmonization globally. The Safety Act further requires that if we or NHTSA determine a vehicle or an item of vehicle equipment does not comply with a safety standard, or that vehicle or equipment contains a defect that poses an unreasonable safety risk, we must conduct a safety recall to remedy that condition in the affected vehicles. Should we or NHTSA determine a safety defect or noncompliance issue exists with respect to any of our vehicles, the cost of such recall campaigns could be substantial.
Other National Requirements Outside of the U.S., many countries have established vehicle safety standards and regulations and are likely to adopt additional, more stringent requirements in the future. The European General Safety Regulation has introduced United Nations Economic Commission for Europe (UNECE) regulations, which are required for the European Type Approval process. Globally, governments generally have been adopting UNECE based regulations with some variations to address local concerns. Any difference between North American and UNECE based regulations can add complexity and costs to vehicle development, and we continue to support efforts to harmonize regulations to reduce complexity. Safety and recall requirements in various countries around the world, including in China, Brazil and Gulf Cooperation Council countries, also may add substantial costs and complexity to our safety and field action activities globally. In Canada, vehicle regulatory requirements are generally aligned with U.S. regulations; however, under the Canadian Motor Vehicle Safety Act, recall thresholds are different and the Minister of Transport has broad powers to order manufacturers to submit a notice of defect or non-compliance when the Minister considers it to be in the interest of safety. Global regulations continue to increase in scope
GENERAL MOTORS COMPANY AND SUBSIDIARIES
with new technologies, some of which can be market-specific, that can add complexity and increase our cost of compliance globally.
Crash Test Ratings and New Car Assessment Programs Organizations in various regions around the world, including in the U.S., rate and compare motor vehicles through various New Car Assessment Programs (NCAPs) to provide consumers and businesses with additional information about the safety of new vehicles. NCAPs use crash tests and other evaluations that are different than what is required by applicable regulations, and use stars or other grading systems, depending on the region, to rate vehicle safety. Achieving high NCAP ratings, which can vary by country and region, can add complexity and cost to vehicles.
Website Access to Our Reports Our internet website address is https://www.gm.com. In addition to the information about us and our subsidiaries contained in this 2024 Form 10-K, information about us can be found on our website including information on our corporate governance principles and practices. Our Investor Relations website at https://investor.gm.com, which contains a link to our Sustainability Report, and our News website at https://news.gm.com contain a significant amount of information about us, including financial and other information for investors. We encourage investors to visit both websites, as we frequently update and post new information about our company on these websites and it is possible that this information could be deemed to be material information. Our Investor Relations website and News website and information included in or linked to these websites are not part of this 2024 Form 10-K.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at https://www.sec.gov.
Item 1A. Risk Factors
We have listed below the most material risk factors applicable to us. These risk factors are not necessarily in the order of importance or probability of occurrence:
Risks related to our competition and strategy
If we do not deliver new products, services, technologies and customer experiences in response to increased competition and changing consumer needs and preferences, our business could suffer. We believe that the automotive industry will continue to experience significant change in the coming years, particularly as traditional automotive original equipment manufacturers (OEMs) continue to shift resources to the development of EVs. In addition to our traditional competitors, we must also be responsive to the entrance of start-ups and other non-traditional competitors in the automotive industry, such as software and ridesharing services supported by large technology companies. These new competitors, as well as established industry participants, are disrupting the historic business model of our industry through the introduction of new technologies, products, services, direct-to-consumer sales channels, methods of transportation and vehicle ownership. To successfully execute our long-term strategy, we must continue to develop and commercialize new products and services, including products and services that are outside of our historically core ICE business, such as EVs and AVs, software-enabled connected services, future features and services based on artificial intelligence and other new businesses.
There can be no assurance that advances in technology will occur in a timely or feasible way, if at all, that others will not acquire similar or superior technologies sooner than we do, or that we will acquire technologies on an exclusive basis or at a significant price advantage. The process of designing and developing new technology, products and services is costly and uncertain and requires extensive capital investment. If our access to capital were to become significantly constrained, if costs of capital increased significantly, or if our ability to raise capital is challenged relative to our peers, our ability to execute on our strategic plans could be adversely affected. Further, if we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not adequately prepare for and respond to new kinds of technological innovations, market developments and changing customer needs and preferences, our sales, profitability and long-term competitiveness may be materially harmed.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Our ability to attract and retain talented and highly skilled employees is critical to our success and competitiveness. Attracting and retaining employees who are highly skilled in their areas is critical to thriving in an increasingly competitive landscape. In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex and our success in this area is dependent upon our ability to retain and recruit the best talent. The market for highly skilled workers and leaders in our industry is extremely competitive. In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations, such as embracing sustainability and inclusion initiatives. Failure to attract, hire, develop, motivate and retain highly qualified employees could disrupt our operations and adversely affect our strategic plans.
Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle models, including EVs, that are able to attract a sufficient number of consumers. We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features, at decreasing price points, designed to meet rapidly evolving consumer expectations. Producing new and improved vehicle models, including EVs, that preserve our reputation for designing, building and selling safe, high-quality cars, crossovers, trucks and SUVs is critical to our long-term profitability. Successful launches of our new vehicles are critical to our short-term profitability. The new vehicle development process can take two years or more, and a number of factors may lengthen that time period. Because of this product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, technological innovations, fuel prices, general economic conditions, regulatory developments, including tax credits or other government policies in various countries, transportation infrastructure and changes in quality, safety, reliability and styling demands and preferences, an initial product concept or design may not result in a saleable vehicle or a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable. Our high proportion of fixed costs, both due to our significant investment in property, plant and equipment as well as other requirements of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.
Our long-term strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and profitable sale of EVs has become increasingly important to our long-term business as we continue our transition to an all-electric future. Our EV strategy is dependent on our ability to (i) deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands; (ii) scale our EV manufacturing capabilities; (iii) reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs; (iv) increase vehicle range and the rate of charge and energy density of our batteries; (v) efficiently source sufficient materials for the manufacture of battery cells; (vi) license and monetize our proprietary platforms and related innovations; (vii) successfully invest in new technologies relative to our peers; (viii) develop new software and services; and (ix) leverage our scale, manufacturing capabilities and synergies with existing ICE vehicles. Our progress towards these objectives has impacted, and may continue to impact, the need to record losses on our EV-related inventory, including battery cells. If we are unable to successfully deliver on our EV strategy, it could materially and adversely affect our results of operations, financial condition and growth prospects, and could negatively impact our brand and reputation.
The success of our long-term strategy is dependent on consumer adoption of EVs. Consumer adoption of EVs has been slower than anticipated, and has been and in the future could be impacted by numerous factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performance and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the success of the Company's charging infrastructure programs and strategic joint ventures and other relationships; cost and availability of high fuel-economy ICE vehicles; volatility in energy prices due to increased demand and investments to support electrification efforts; volatility, or a sustained decrease, in the cost of petroleum-based fuel; failure by governments and other third
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We recognize the importance of assessing, identifying and managing material risks associated with cybersecurity threats. We have implemented cybersecurity policies, procedures, technologies and controls to aid in our efforts to access, identify and manage such risks. Material risks from cybersecurity threats are managed across GM, GM Financial, Cruise, service providers such as data processors, third-party suppliers, dealers and vendors, and monitoring such risks and threats are integrated into the Company's overall risk management program.
GM has a Cybersecurity Management Board that brings together representatives from senior management across the Company's Software & Services, Product Development, Information Technology, Manufacturing, Finance, Communications, Human Resources, Legal and Public Policy organizations to provide guidance and monitor overall company cybersecurity risk. The Company's cybersecurity maturity scorecard, cybersecurity threats and incident information are reviewed by the Company's Chief Information Security Officer (CISO), the Risk and Cybersecurity Committee of the Company's Board of Directors and the Cybersecurity Management Board during standing meetings as well as in impromptu sessions, when appropriate. During the reviews, various topics are discussed, which may include:
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implementation and maturity of the Company's cybersecurity program, risk management framework, including cybersecurity risk policies, procedures and governance;
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cybersecurity and privacy risk, including potential impact to the Company's employees, customers, supply chain, joint ventures and other stakeholders;
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intelligence briefings on notable cyber events impacting the industry; and
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cybersecurity budget and resource allocation, including industry benchmarking and economic modeling of various potential cybersecurity events.
The Company maintains administrative, physical, technical and organizational safeguards, including employee training, incident response capability reviews and exercises, cybersecurity insurance and business continuity mechanisms for the protection of the Company's assets. From time to time, the Company's processes are audited and validated by internal and external experts. The Company leverages a third-party cybersecurity program with the goal of minimizing disruption to the Company's business and production operations, strengthening supply chain resilience in response to cyber-related events and supporting the integrity of components and systems used in its products and services.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
When cybersecurity incidents occur, the GM Cybersecurity team's focus is on responding to and containing the threat and minimizing impact. When we become aware of a cybersecurity incident, we have defined policies and procedures to respond to and recover from such incident as quickly as possible. In the event of a cybersecurity incident, the Cybersecurity team also assesses, among other factors, safety impact, supply chain and manufacturing disruption, data and personal information loss, business operations disruption, projected cost and potential for reputational harm, with support from external technical, legal and law enforcement, as appropriate. Our policies and procedures are reviewed periodically for alignment with regulatory requirements and the threat landscape.
In the last three fiscal years, the Company has not experienced any material cybersecurity incidents and expenses incurred from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none). For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or, if realized, are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition, see Item 1A. Risk Factors – "Risks related to our intellectual property, cybersecurity, information technology and data management practices", which are incorporated by reference into this Item 1C.
Governance
The GM Board of Directors is responsible for overseeing the Company's enterprise risk, and has established its Risk and Cybersecurity Committee with specific responsibility for overseeing our cybersecurity program, among other things. The Company's cybersecurity organization is led by the CISO, who is responsible for assessing and managing material risks from cybersecurity threats and reports to the Risk and Cybersecurity Committee. The CISO has served in this role since December 2024 and has more than 20 years of experience in various information technology, cybersecurity and software engineering roles. The CISO's experience includes building and leading cybersecurity functions at large enterprises, startups, and research and development centers, as well as leading software engineering teams responsible for building and operating large-scale software services. The CISO also has expertise in building and designing secure software, scalable and resilient systems, incident response practices, privacy programs and other critical security disciplines and practice areas. The CISO holds a master's degree in information security policy and management, has taught information security courses at the graduate level, is an inventor on cybersecurity-related patents and has been a speaker at leading cybersecurity conferences.
The CISO and the Cybersecurity Management Board monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including through the operation of the Company's incident response plans, which include escalation to the Risk and Cybersecurity Committee, as appropriate, and simulated exercises.
Item 2. Properties
At December 31, 2024, we had over 100 locations in the U.S. (excluding our automotive financing operations and dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing. We, our subsidiaries or associated companies in which we own an equity interest, own most of these properties and/or lease a portion of these properties. Leased properties are primarily composed of warehouses and administration, engineering and sales offices.
We have manufacturing, assembly, distribution, office or warehousing operations in 33 countries, including equity interests in associated companies, which perform manufacturing, assembly or distribution operations. The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in Brazil, Canada, China, Mexico and South Korea.
These facilities are used to support our automotive segments and are suitable and adequate for the conduct of our business.
GM Financial owns or leases facilities for administration and regional credit centers. GM Financial has 34 facilities, of which 21 are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China and Mexico.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 3. Legal Proceedings
SEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company will use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.
In GM's 2023 Annual Report on Form 10-K, GM reported that in February 2023 it had self-disclosed to the EPA potential violations of the Toxic Substances Control Act's (TSCA) requirements applicable to the import of new chemical substances at our Ultium Cells LLC joint venture. In November 2023, these potential violations were settled via consent agreement with the EPA, the terms of which include, among other items, payment of civil penalties based upon import activity prior to receipt of a TSCA 5(e) order. As of December 31, 2024, GM has incurred an estimated $14.6 million in civil penalties. These penalties, which will continue to grow until the EPA issues a TSCA 5(e) order, are assessed jointly and severally to GM and Ultium Cells LLC.
The discussion under Note 16 to our consolidated financial statements is incorporated by reference into this Part I, Item 3.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information Shares of our common stock are publicly traded on the New York Stock Exchange under the symbol "GM".
Holders At January 16, 2025, we had 1.0 billion issued and outstanding shares of common stock held by 444 holders of record.
Dividends In September 2022, our Board of Directors reinstated a quarterly dividend of $0.09 per share of our common stock and in December 2023, increased the quarterly dividend to $0.12 per share of our common stock beginning in 2024. We anticipate that we will continue to declare and pay dividends on our common stock quarterly. However, the declaration of any dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion and will depend on various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs, as described further in the "Liquidity and Capital Resources" section of the MD&A.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's (S&P) 500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years. It assumes $100 was invested on December 31, 2019, with dividends being reinvested.
The following table summarizes stock performance graph data points in dollars:
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||||||||||||||||||||||
| General Motors Company | $ | 100 | $ | 121 | $ | 170 | $ | 98 | $ | 106 | $ | 159 | |||||||||||||||||||||||
| S&P 500 Stock Index | $ | 100 | $ | 118 | $ | 152 | $ | 125 | $ | 158 | $ | 197 | |||||||||||||||||||||||
| Dow Jones Automobile & Parts Titans 30 Index | $ | 100 | $ | 151 | $ | 188 | $ | 128 | $ | 170 | $ | 183 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, 2024:
| Total Number of Shares Purchased(a)(b) | Weighted-Average Price Paid per Share(b)(c) | Total Number of Shares Purchased Under Announced Programs(b)(d) | Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs(b)(d) | ||||||||||||||||||||
| October 1, 2024 through October 31, 2024 | |||||||||||||||||||||||
| Final settlement of ASR(b) | 19,078,910 | 19,078,910 | |||||||||||||||||||||
| Other shares purchased | 8,946,822 | $ | 48.77 | 8,789,744 | $4.6 billion | ||||||||||||||||||
| November 1, 2024 through November 30, 2024 | |||||||||||||||||||||||
| Final settlement of ASR(b) | 6,213,168 | 6,213,168 | |||||||||||||||||||||
| Other shares purchased | 44,026,509 | $ | 55.88 | 44,026,379 | $2.1 billion | ||||||||||||||||||
| December 1, 2024 through December 31, 2024 | 33,860,946 | $ | 52.51 | 33,860,946 | $0.3 billion | ||||||||||||||||||
| Total | 112,126,355 | $ | 53.83 | 111,969,147 |
(a)Shares purchased include shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) relating to compensation plans. In June 2020, our shareholders approved the 2020 Long-Term Incentive Plan (LTIP), which authorizes awards of stock options, stock appreciation rights, RSUs, PSUs or other stock-based awards to selected employees, consultants, advisors and non-employee Directors of the Company. Refer to Note 22 to our consolidated financial statements for additional details on employee stock incentive plans.
(b)During the three months ended December 31, 2023, we entered into the accelerated share repurchase (ASR) agreements (collectively, the ASR Agreements) to repurchase an aggregate $10.0 billion of common stock, and we received and immediately retired approximately 215 million shares of our common stock (68% of the $10.0 billion aggregate purchase price calculated on the basis of a price of $31.60 per share, the closing share price of our common stock on November 29, 2023). In March 2024, upon the first settlement of the transactions contemplated under the ASR Agreements, we received approximately 4 million additional shares of our common stock, which were immediately retired. There were no settlements under the ASR Agreements in the three months ended June 30, 2024 or September 30, 2024. In the three months ended December 31, 2024, upon the final settlement of the transactions contemplated under the ASR Agreements, we received approximately 25 million additional shares, which were immediately retired. The final number of shares received was based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount pursuant to the terms and conditions of the ASR Agreements.
(c)The weighted-average price paid per share excludes broker commissions.
(d)In November 2023, our Board of Directors increased the capacity under the share repurchase program by $10.0 billion to an aggregate of $11.4 billion and approved the $10.0 billion ASR program. In June 2024, our Board of Directors approved a new share repurchase authorization to repurchase up to an additional $6.0 billion of our outstanding common stock. At December 31, 2024, we had $0.3 billion in capacity remaining under the share repurchase program, with no expiration date.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This MD&A should be read in conjunction with the accompanying audited consolidated financial statements and notes. 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 I, Item 1A. Risk Factors for a discussion of these risks and uncertainties. The discussion of our financial condition and results of operations for the year ended December 31, 2022 included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023 is incorporated by reference into this MD&A.
Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion. We will adapt to customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, personal AV technology, software-enabled services and other new business opportunities. To support strong margins and cash flow during this transition, we are strengthening our market position in profitable ICE vehicles, such as trucks and SUVs. We plan to execute our strategy
GENERAL MOTORS COMPANY AND SUBSIDIARIES
with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.
Our financial performance in 2024 was driven by the strength of our vehicle portfolio including high margin full-size pickup trucks and SUVs, strong consumer demand for our products and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends and potential changes in the regulatory environment. We continue to prioritize driving down costs and building scale in our EV portfolio to improve profitability.
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. Refer to the "Consolidated Results" and regional sections of this MD&A for additional information.
We face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of these challenges.
For the year ending December 31, 2025, we expect earnings per share (EPS)-diluted and EPS-diluted-adjusted of between $11.00 and $12.00, Net income attributable to stockholders of between $11.2 billion and $12.5 billion and earnings before interest and taxes (EBIT)-adjusted of between $13.7 billion and $15.7 billion. These expected financial results do not include the potential impact of future adjustments related to special items. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.
The following table reconciles expected Net income attributable to stockholders under U.S. generally accepted accounting principles (GAAP) to expected EBIT-adjusted (dollars in billions):
| Year Ending December 31, 2025 | |||||
| Net income attributable to stockholders | $ 11.2-12.5 | ||||
| Income tax expense | 2.5-3.2 | ||||
| Automotive interest income, net | (0.0) | ||||
| EBIT-adjusted(a) | $ 13.7-15.7 |
(a)We do not consider the potential future impact of adjustments on our expected financial results.
GMNA Industry sales in North America were 20.3 million units in the year ended December 31, 2024, representing an increase of 3.5% compared to the corresponding period in 2023. U.S. industry sales were 16.4 million units in the year ended December 31, 2024, representing an increase of 2.3% compared to the corresponding period in 2023.
Our total vehicle sales in the U.S., our largest market in North America, were 2.7 million units for a market share of 16.5% in the year ended December 31, 2024, representing an increase of 0.3 percentage points compared to the corresponding period in 2023.
We expect to sustain relatively strong EBIT-adjusted margins in 2025 on the continuing strength of our product portfolio, improving EV margins and continuing cost discipline, partially offset by pricing moderation with increased incentives and higher depreciation expense. While we expect EV margins to improve in 2025, we may continue to recognize losses to adjust inventory to net realizable value. Our outlook is dependent on continued supply chain availability, EV-related cost reduction and the resiliency of the U.S. economy and overall economic conditions, including the potential imposition of tariffs or other trade restrictions by the U.S. or its trading partners.
GMI Industry sales in China were 26.6 million units in the year ended December 31, 2024, representing an increase of 6.4% compared to the corresponding period in 2023. Our total vehicle sales in China were 1.8 million units resulting in a market share of 6.9% in the year ended December 31, 2024, representing a decrease of 1.5 percentage points compared to the corresponding period in 2023. Intense price competition with significant excess capacity from both new market entrants and established competitors offering vehicles at lower prices and an increasingly challenging regulatory environment related to emissions, fuel consumption and NEVs continue to negatively impact the profitability of our operations in China. Additionally,
GENERAL MOTORS COMPANY AND SUBSIDIARIES
we believe independent, Chinese automakers are expanding market share and prioritizing production volumes over profitability, with the ability to produce vehicles at costs well below foreign automakers, including our Automotive China JVs. These factors are impacting our China JVs’ ability to grow vehicle sales in China and our ability to generate sustainable equity income from our China JVs. We are in the late stages of finalizing details with our JV partners on an agreement regarding certain restructuring actions, which include plant closures and portfolio optimization to address continuing market challenges and competitive conditions, and updated business forecasts.
Based on the updated forecast, we determined that the material loss in value of our equity interests in SAIC General Motors Corporation Limited (SGM), SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom), SAIC GM Dong Yue Motors Co., Ltd. (SGM DY) and SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT) was other than temporary. As a result, we recorded an other-than-temporary impairment of our equity interests of $2.1 billion in the year ended December 31, 2024 which is included in equity income (loss). Our Automotive China JVs' equity losses also includes non-cash charges of $2.0 billion resulting from the implementation of the restructuring plan. We expect additional restructuring charges are likely to be incurred in 2025. Going forward, we will continue to assess our strategy in the Chinese market to maintain presence while prioritizing profitability. In addition, GM Financial also concluded that a $0.3 billion other-than-temporary impairment of its equity interest in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC) existed. Refer to the "Automotive Financing – GM Financial Summary and Outlook” section of this MD&A for
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The overall financial risk management program is under the responsibility of the Chief Financial Officer with support from the Financial Risk Council, which reviews and, where appropriate, approves strategies to be pursued to mitigate these risks. The Financial Risk Council comprises members of our management and functions under the oversight of the Audit Committee and Finance Committee of the Board of Directors. The Audit Committee and Finance Committee assist and guide the Board of Directors in its oversight of our financial and risk management strategies. A risk management control framework is utilized to monitor the strategies, risks and related hedge positions in accordance with the policies and procedures approved by the Financial Risk Council. Our financial risk management policy is designed to protect against risk arising from large adverse market movements on our key exposures.
Automotive The following analyses provide quantitative information regarding exposure to foreign currency exchange rate risk, interest rate risk and commodity risk. Sensitivity analysis is used to measure the potential loss in the fair value of financial instruments with exposure to market risk. The models used assume instantaneous, parallel shifts in exchange rates, interest rate yield curves and commodity prices. For options and other instruments with nonlinear returns, models appropriate to these types of instruments are utilized to determine the effect of market shifts. There are certain shortcomings inherent in the sensitivity analyses presented, primarily due to the assumption that interest rates change in a parallel fashion and that spot exchange rates and commodity prices change instantaneously. In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts modeled and do not contemplate the effects of correlations between foreign currency exposures and offsetting long-short positions in currency or other exposures, such as interest rates and commodity prices, which may significantly reduce the potential loss in value.
Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, selling and financing in currencies other than the functional currencies of our operations. At December 31, 2024, our most significant foreign currency exposures were between the U.S. dollar and the Canadian dollar, Chinese yuan, Korean won, Mexican peso and Brazilian real. Derivative instruments such as foreign currency forwards, swaps and options are primarily used to hedge exposures with respect to forecasted revenues, costs and commitments denominated in foreign currencies. Such contracts had remaining maturities of up to 12 months at December 31, 2024.
The net fair value liability of financial instruments with exposure to foreign currency risk was $0.2 billion and $0.4 billion at December 31, 2024 and 2023. These amounts are calculated utilizing a population of foreign currency exchange derivatives and foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents and other assets. The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency exchange rates would have been $0.3 billion and insignificant at December 31, 2024 and 2023.
We are exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect our financial condition.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
The following table summarizes the amounts of automotive foreign currency translation, transaction and remeasurement (gains) losses:
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Translation (gains) losses recorded in Accumulated other comprehensive loss | $ | 765 | $ | (169) | |||||||
| Transaction and remeasurement (gains) losses recorded in earnings | $ | (314) | $ | 344 |
Interest Rate Risk We are subject to market risk from exposure to changes in interest rates related to certain financial instruments, primarily debt, finance lease obligations and certain marketable debt securities. At December 31, 2024, interest rate swap positions were used to manage interest rate exposures in our automotive operations and were insignificant. The fair value of debt and finance leases was $15.2 billion and $16.5 billion at December 31, 2024 and 2023. The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been $0.7 billion at December 31, 2024 and 2023.
We had marketable debt securities of $7.3 billion and $7.6 billion classified as available-for-sale at December 31, 2024 and 2023. The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31, 2024 and 2023.
Commodity Risk We have commodity price risk which could have an impact of our financial results as result of fluctuations in the prices of commodities used in vehicle production. At December 31, 2024 we used derivative instruments such as commodity forwards, swaps and options to hedge a portion of our exposures with respect to forecasted commodity purchases of steel, copper, aluminum, palladium, lithium and nickel.
The net fair value liability of financial instruments with exposure to commodity price movements was insignificant at December 31, 2024 and 2023. The potential change in fair value for such financial instruments from a 10% adverse change in the underlying commodity prices would have been $0.2 billion and insignificant at December 31, 2024 and 2023.
Automotive Financing - GM Financial
Interest Rate Risk Fluctuations in market interest rates can affect GM Financial's gross interest rate spread, which is the difference between interest earned on finance receivables and interest paid on debt. GM Financial is exposed to interest rate risks as financial assets and liabilities have different characteristics that may impact financial performance. These differences may include tenor, yield, repricing timing and prepayment expectations. Typically, retail finance receivables and leases purchased by GM Financial earn fixed interest and commercial finance receivables originated by GM Financial earn variable interest. GM Financial funds its business with variable or fixed rate debt. The variable rate debt is subject to adjustments to reflect prevailing market interest rates. To help mitigate interest rate risk or mismatched funding, GM Financial may employ hedging.
Quantitative Disclosure GM Financial measures the sensitivity of its net interest income to changes in interest rates by using interest rate scenarios that assume a hypothetical, instantaneous parallel shift of one hundred basis points in all interest rates across all maturities, as well as a base case that assumes that rates perform at the current market forward curve. However, interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point assumed in GM Financial's analysis. Therefore, the actual impact to net interest income could be higher or lower than the results detailed in the table below. These interest rate scenarios are purely hypothetical and do not represent GM Financial's view of future interest rate movements.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
At December 31, 2024, GM Financial moved to an asset-sensitive profile from a liability-sensitive profile in 2023, meaning that more assets than liabilities were expected to reprice within the next 12 months. During a period of rising interest rates, the interest earned on assets would increase more than the interest paid on liabilities, which would initially increase net interest income. During a period of falling interest rates, net interest income would be expected to initially decrease.
The following table presents GM Financial's net interest income sensitivity to interest rate movement:
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| One hundred basis points instantaneous increase in interest rates | $ | 5.6 | $ | (7.7) | |||||||
| One hundred basis points instantaneous decrease in interest rates(a) | $ | (5.6) | $ | 7.7 |
(a) Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent.
Additional Model Assumptions The sensitivity analysis presented is GM Financial's best estimate of the effect of the hypothetical interest rate scenarios; however, actual results could differ. The estimates are also based on assumptions including the amortization and prepayment of the finance receivable portfolio, originations of finance receivables and leases, refinancing of maturing debt, replacement of maturing derivatives and exercise of options embedded in debt and derivatives. The prepayment projections are based on historical experience. If interest rates or other factors change, actual prepayment experience could be different than projected.
Foreign Currency Exchange Rate Risk GM Financial is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect GM Financial's financial condition.
GM Financial primarily finances its receivables and leased assets with debt in the same currency. When a different currency is used, GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the local currency of the receivables and leased assets to minimize any impact to earnings. As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, 2024 was insignificant.
GM Financial had foreign currency swaps with notional amounts of $8.4 billion and $8.0 billion at December 31, 2024 and 2023. The net fair value of these derivative financial instruments was a liability of $0.4 billion and $0.2 billion at December 31, 2024 and 2023.
The following table summarizes GM Financial's foreign currency translation, transaction and remeasurement (gains) losses:
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Translation (gains) losses recorded in Accumulated other comprehensive loss | $ | 403 | $ | (147) | |||||||
| Transaction and remeasurement (gains) losses recorded in earnings | $ | (7) | $ | 5 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of General Motors Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated income statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Product warranty and recall campaigns | |||||
| Description of the matter | As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to $10.6 billion at December 31, 2024. The Company accrues for costs related to product warranty at the time of vehicle sale and accrues the estimated cost of recall campaigns when they are probable and estimable. | ||||
| Auditing these liabilities involved a high degree of subjectivity in evaluating management’s estimates due to the size, uncertainties, and potential volatility related to the estimated liabilities. Management’s estimates consider historical claims experience, including the nature, frequency, and average cost of claims of each vehicle line or each model year of the vehicle line, and the key assumptions of historical data being predictive of future activity and events, specifically the number of historical periods used and the weighting of historical data in the reserve studies. |
| How we addressed the matter in our audit | We evaluated the design and tested the operating effectiveness of internal controls over the Company’s product warranty and recall campaign processes. We tested internal controls over management’s review of the valuation models and significant assumptions for product warranty and recall, including the warranty claims forecasted based on the frequency and average cost per warranty claim for product warranty, and the cost estimates related to recall campaigns. Our audit also included the evaluation of controls that address the completeness and accuracy of the data utilized in the valuation models. | ||||
| Our audit procedures related to product warranty and recall campaigns also included, among others, evaluating the Company’s estimation methodology, the related significant assumptions and underlying data, and performing analytical procedures to corroborate cost per vehicle based on historical claims data. Furthermore, we performed sensitivity analyses to evaluate the significant judgments made by management, including cost estimates to evaluate the impact on reserves from changes in assumptions. We performed analysis over the vehicle lines and model years that had little or no claims experience to ensure the vehicle and model substitutions are comparable. We also involved actuarial specialists to evaluate the methodologies and assumptions, and to test the actuarial calculations used by the Company. | |||||
| Sales incentives | |||||
| Description of the matter | As discussed in Note 2 to the financial statements, Automotive net sales and revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or providing services, which is net of estimated dealer and customer sales incentives the Company reasonably expects to pay. Provisions for dealer and customer sales incentives are recorded as a reduction to Automotive net sales and revenue at the time of vehicle sale. The liabilities for dealer and customer allowances, claims and discounts amount to $7.3 billion at December 31, 2024. | ||||
| Auditing the estimate of sales incentives involved a high degree of judgment. Significant factors used by the Company in estimating its liability for sales incentives include type of program, forecasted sales volume, product mix, and the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and assumptions concerning future customer behavior and market conditions. The Company’s estimation model reflects the best estimate of the total incentive amount that the Company reasonably expects to pay at the time of sale. The estimated cost of incentives is forward-looking, and could be materially affected by future economic and market conditions. | |||||
| How we addressed the matter in our audit | We evaluated the design and tested the operating effectiveness of internal controls over the Company’s sales incentive process, including management’s review of the estimation model, the significant assumptions (e.g., incentive cost per unit, customer take rate, and market conditions), and the data inputs used in the model. Our audit procedures included, among others, the performance of analytical procedures to develop an independent range of the liability for sales incentives as of the balance sheet date. Our independent range was developed for comparison to the Company’s recorded liability, and is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer stock. In addition, we performed sensitivity analyses over the cost per unit assumption developed by management to evaluate the impact on the liability resulting from a change in the assumption. Lastly, we assessed management’s forecasting process by performing quarterly hindsight analyses to assess the adequacy of prior forecasts. | ||||
| Valuation of GM Financial equipment on operating leases | |||||
| Description of the matter | GM Financial has recorded investments in vehicles leased to retail customers under operating leases. As discussed in Note 2 to the financial statements, at the beginning of the lease, management establishes an expected residual value for each vehicle at the end of the lease term. During the term of a lease, management periodically evaluates the estimated residual value and may adjust the value downward or upward. The Company’s estimated residual value of leased vehicles at the end of lease term was $23.5 billion as of December 31, 2024. |
| Auditing management’s estimate of the residual value of leased vehicles involved a high degree of judgment. Management’s estimate is based, in part, on third-party data which considers inputs including recent auction values and assumptions regarding the expected future volume of leased vehicles that will be returned to the Company, used car prices, manufacturer incentive programs and fuel prices. Realization of the residual values is dependent on the future ability to market the vehicles under future prevailing market conditions. | |||||
| How we addressed the matter in our audit | We evaluated the design and tested the operating effectiveness of the Company’s controls over the lease residual estimation process, including controls over management’s review of residual value estimates obtained from the Company’s third-party provider and other significant assumptions. Our procedures also included, among others, independently recalculating depreciation related to equipment on operating leases and performing sensitivity analyses related to significant assumptions. We also performed hindsight analyses to assess the propriety of management’s estimate of residual values, as well as tested the completeness and accuracy of data from underlying systems and data warehouses that are used in the estimation models. |
| /s/ Ernst & Young LLP | ||
| We have served as the Company's auditor since 2017. | ||
| Detroit, Michigan | ||
| January 28, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of General Motors Company
Opinion on Internal Control Over Financial Reporting
We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, General Motors Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated income statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes and our report dated January 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Ernst & Young LLP | ||
| Detroit, Michigan | ||
| January 28, 2025 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED INCOME STATEMENTS
(In millions, except per share amounts)
| Years Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||||||||
| Net sales and revenue | |||||||||||||||||||||||
| Automotive | $ | 171,606 | $ | 157,658 | $ | 143,975 | |||||||||||||||||
| GM Financial | 15,836 | 14,184 | 12,760 | ||||||||||||||||||||
| Total net sales and revenue (Note 3) | 187,442 | 171,842 | 156,735 | ||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Automotive and other cost of sales | 151,065 | 141,330 | 126,892 | ||||||||||||||||||||
| GM Financial interest, operating and other expenses | 12,972 | 11,374 | 8,862 | ||||||||||||||||||||
| Automotive and other selling, general and administrative expense | 10,621 | 9,840 | 10,667 | ||||||||||||||||||||
| Total costs and expenses | 174,658 | 162,544 | 146,421 | ||||||||||||||||||||
| Operating income (loss) | 12,784 | 9,298 | 10,315 | ||||||||||||||||||||
| Automotive interest expense | 846 | 911 | 987 | ||||||||||||||||||||
| Interest income and other non-operating income, net (Note 19) | 1,257 | 1,537 | 1,432 | ||||||||||||||||||||
| Equity income (loss) (Note 8) | (4,675) | 480 | 837 | ||||||||||||||||||||
| Income (loss) before income taxes | 8,519 | 10,403 | 11,597 | ||||||||||||||||||||
| Income tax expense (benefit) (Note 17) | 2,556 | 563 | 1,888 | ||||||||||||||||||||
| Net income (loss) | 5,963 | 9,840 | 9,708 | ||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 45 | 287 | 226 | ||||||||||||||||||||
| Net income (loss) attributable to stockholders | $ | 6,008 | $ | 10,127 | $ | 9,934 | |||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 7,189 | $ | 10,022 | $ | 8,915 | |||||||||||||||||
| Earnings per share (Note 21) | |||||||||||||||||||||||
| Basic earnings per common share | $ | 6.45 | $ | 7.35 | $ | 6.17 | |||||||||||||||||
| Weighted-average common shares outstanding – basic | 1,115 | 1,364 | 1,445 | ||||||||||||||||||||
| Diluted earnings per common share | $ | 6.37 | $ | 7.32 | $ | 6.13 | |||||||||||||||||
| Weighted-average common shares outstanding – diluted | 1,129 | 1,369 | 1,454 | ||||||||||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net income (loss) | $ | 5,963 | $ | 9,840 | $ | 9,708 | |||||||||||
| Other comprehensive income (loss), net of tax (Note 20) | |||||||||||||||||
| Foreign currency translation adjustments and other | (1,133) | 458 | (340) | ||||||||||||||
| Defined benefit plans | (4) | (2,814) | 1,677 | ||||||||||||||
| Other comprehensive income (loss), net of tax | (1,137) | (2,355) | 1,337 | ||||||||||||||
| Comprehensive income (loss) | 4,826 | 7,485 | 11,045 | ||||||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | 176 | 297 | 257 | ||||||||||||||
| Comprehensive income attributable to stockholders (loss) | $ | 5,002 | $ | 7,781 | $ | 11,303 |
Reference should be made to the notes to consolidated financial statements.
Amounts may not add due to rounding.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| December 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents (Note 4) | $ | 19,872 | $ | 18,853 | |||||||
| Marketable debt securities (Note 4) | 7,265 | 7,613 | |||||||||
| Accounts and notes receivable, net of allowance of $313 and $298 | 12,827 | 12,378 | |||||||||
| GM Financial receivables, net of allowance of $991 and $906 (Note 5; Note 11) | 46,362 | 39,076 | |||||||||
| Inventories (Note 6) | 14,564 | 16,461 | |||||||||
| Other current assets (Note 4; Note 11) | 7,655 | 7,238 | |||||||||
| Total current assets | 108,545 | 101,618 | |||||||||
| Non-current Assets | |||||||||||
| GM Financial receivables, net of allowance of $1,467 and $1,438 (Note 5; Note 11) | 46,474 | 45,043 | |||||||||
| Equity in net assets of nonconsolidated affiliates (Note 8) | 7,102 | 10,613 | |||||||||
| Property, net (Note 9) | 51,904 | 50,321 | |||||||||
| Goodwill and intangible assets, net (Note 10) | 4,551 | 4,862 | |||||||||
| Equipment on operating leases, net (Note 7; Note 11) | 31,586 | 30,582 | |||||||||
| Deferred income taxes (Note 17) | 21,254 | 22,339 | |||||||||
| Other assets (Note 4; Note 11) | 8,346 | 7,686 | |||||||||
| Total non-current assets | 171,216 | 171,446 | |||||||||
| Total Assets | $ | 279,761 | $ | 273,064 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable (principally |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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 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) as of December 31, 2024 as required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented or detected on a timely basis.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2024, utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, 2024. Based on management's assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP (PCAOB ID: 42), an independent registered public accounting firm, as stated in its report included herein.
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 December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Items 10, 11, 12, 13 and 14
Information required by Items 10, 11, 12, 13 and 14 of this Form 10-K is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2024 fiscal year, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K, except disclosure of our executive officers, which is included in Part I, Item 1 of this report.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a)1. All Financial Statements and Supplemental Information
- Financial Statement Schedules
All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements and notes thereto in Item 8.
- Exhibits
(b)Exhibits
GENERAL MOTORS COMPANY AND SUBSIDIARIES
GENERAL MOTORS COMPANY AND SUBSIDIARIES
| † | Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. | ||||
| * | Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this Report. |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 16. Form 10-K Summary
None.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ MARY T. BARRA | |||||||||||||
| Mary T. Barra Chair and Chief Executive Officer | ||||||||||||||
| Date: | January 28, 2025 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 28th day of January 2025 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the directors.
| Signature | Title | |||||||
| /s/ MARY T. BARRA | Chair and Chief Executive Officer | |||||||
| Mary T. Barra | ||||||||
| /s/ PAUL A. JACOBSON | Executive Vice President and Chief Financial Officer | |||||||
| Paul A. Jacobson | ||||||||
| /s/ CHRISTOPHER T. HATTO | Vice President, Global Business Solutions and Chief | |||||||
| Christopher T. Hatto | Accounting Officer | |||||||
| /s/ PATRICIA F. RUSSO* | Independent Lead Director | |||||||
| Patricia F. Russo | ||||||||
| /s/ WESLEY G. BUSH* | Director | |||||||
| Wesley G. Bush | ||||||||
| /s/ JOANNE C. CREVOISERAT* | Director | |||||||
| Joanne C. Crevoiserat | ||||||||
| /s/ LINDA R. GOODEN* | Director | |||||||
| Linda R. Gooden | ||||||||
| /s/ JOSEPH JIMENEZ* | Director | |||||||
| Joseph Jimenez | ||||||||
| /s/ ALFRED F. KELLY JR.* | Director | |||||||
| Alfred F. Kelly Jr. | ||||||||
| /s/ JONATHAN MCNEILL* | Director | |||||||
| Jonathan McNeill | ||||||||
| /s/ JUDITH A. MISCIK* | Director | |||||||
| Judith A. Miscik | ||||||||
| /s/ THOMAS M. SCHOEWE* | Director | |||||||
| Thomas M. Schoewe | ||||||||
| /s/ MARK A. TATUM* | Director | |||||||
| Mark A. Tatum | ||||||||
| /s/ JAN E. TIGHE* | Director | |||||||
| Jan E. Tighe | ||||||||
| /s/ DEVIN N. WENIG* | Director | |||||||
| Devin N. Wenig |
| *By: | /s/ GRANT DIXTON | |||||||
| Grant Dixton | ||||||||
| Attorney-in-Fact |