þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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STATE OF DELAWARE
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27-0756180
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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300 Renaissance Center, Detroit, Michigan
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48265-3000
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock
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New York Stock Exchange
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Warrants (expiring July 10, 2019)
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New York Stock Exchange
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Page
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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|||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Consolidated Income Statements
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Consolidated Statements of Comprehensive Income
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Consolidated Balance Sheets
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Consolidated Statements of Cash Flows
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Consolidated Statements of Equity
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||
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Notes to Consolidated Financial Statements
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Note 1.
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Nature of Operations and Basis of Presentation
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Note 2.
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Significant Accounting Policies
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|
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Note 3.
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Revenue
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Note 4.
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Marketable and Other Securities
|
|
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Note 5.
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GM Financial Receivables and Transactions
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Note 6.
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Inventories
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Note 7.
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Equipment on Operating Leases
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Note 8.
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Equity in Net Assets of Nonconsolidated Affiliates
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Note 9.
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Property
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Note 10.
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Goodwill and Intangible Assets
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Note 11.
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Variable Interest Entities
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Note 12.
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Accrued and Other Liabilities
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Note 13.
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Automotive and GM Financial Debt
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Note 14.
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Derivative Financial Instruments
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Note 15.
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Pensions and Other Postretirement Benefits
|
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Note 16.
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Commitments and Contingencies
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Note 17.
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Income Taxes
|
|
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Note 18.
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Restructuring and Other Initiatives
|
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Note 19.
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Interest Income and Other Non-Operating Income
|
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Note 20.
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Stockholders’ Equity and Noncontrolling Interests
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Note 21.
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Earnings Per Share
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Note 22.
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Discontinued Operations
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Note 23.
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Stock Incentive Plans
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Note 24.
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Supplementary Quarterly Financial Information (Unaudited)
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Note 25.
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Segment Reporting
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Page
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Note 26.
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Supplemental Information for the Consolidated Statements of Cash Flows
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
|
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PART III
|
|||
Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
|
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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|||
Item 15.
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Exhibits
|
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Item 16.
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Form 10-K Summary
|
||
Signatures
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|
|
Years Ended December 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
GMNA(a)
|
3,555
|
|
|
75.5
|
%
|
|
3,511
|
|
|
73.5
|
%
|
|
3,958
|
|
|
75.9
|
%
|
GMI(b)
|
1,152
|
|
|
24.5
|
%
|
|
1,267
|
|
|
26.5
|
%
|
|
1,255
|
|
|
24.1
|
%
|
Total
|
4,707
|
|
|
100.0
|
%
|
|
4,778
|
|
|
100.0
|
%
|
|
5,213
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discontinued operations
|
—
|
|
|
|
|
696
|
|
|
|
|
1,199
|
|
|
|
(a)
|
Wholesale vehicle sales related to transactions with the European Business were insignificant for the years ended December 31, 2017 and 2016.
|
(b)
|
Wholesale vehicle sales include
131
and
128
vehicles related to transactions with the European Business for the years ended December 31, 2017 and 2016.
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||
|
Industry
|
|
GM
|
|
Market Share
|
|
Industry
|
|
GM
|
|
Market Share
|
|
Industry
|
|
GM
|
|
Market Share
|
|||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
17,694
|
|
|
2,954
|
|
|
16.7
|
%
|
|
17,570
|
|
|
3,002
|
|
|
17.1
|
%
|
|
17,886
|
|
|
3,043
|
|
|
17.0
|
%
|
Other
|
3,835
|
|
|
536
|
|
|
14.0
|
%
|
|
3,986
|
|
|
574
|
|
|
14.4
|
%
|
|
3,993
|
|
|
587
|
|
|
14.7
|
%
|
Total North America(a)
|
21,529
|
|
|
3,490
|
|
|
16.2
|
%
|
|
21,556
|
|
|
3,576
|
|
|
16.6
|
%
|
|
21,879
|
|
|
3,630
|
|
|
16.6
|
%
|
Asia/Pacific, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
China(b)
|
26,466
|
|
|
3,645
|
|
|
13.8
|
%
|
|
28,231
|
|
|
4,041
|
|
|
14.3
|
%
|
|
28,274
|
|
|
3,914
|
|
|
13.8
|
%
|
Other(c)
|
22,252
|
|
|
555
|
|
|
2.5
|
%
|
|
21,287
|
|
|
629
|
|
|
3.0
|
%
|
|
20,602
|
|
|
720
|
|
|
3.5
|
%
|
Total Asia/Pacific, Middle East and Africa(a)
|
48,718
|
|
|
4,200
|
|
|
8.6
|
%
|
|
49,518
|
|
|
4,670
|
|
|
9.4
|
%
|
|
48,876
|
|
|
4,634
|
|
|
9.5
|
%
|
South America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Brazil
|
2,566
|
|
|
434
|
|
|
16.9
|
%
|
|
2,239
|
|
|
394
|
|
|
17.6
|
%
|
|
2,050
|
|
|
346
|
|
|
16.9
|
%
|
Other
|
1,919
|
|
|
256
|
|
|
13.3
|
%
|
|
1,928
|
|
|
275
|
|
|
14.3
|
%
|
|
1,623
|
|
|
237
|
|
|
14.6
|
%
|
Total South America(a)
|
4,485
|
|
|
690
|
|
|
15.4
|
%
|
|
4,167
|
|
|
669
|
|
|
16.1
|
%
|
|
3,673
|
|
|
583
|
|
|
15.9
|
%
|
Total in GM markets
|
74,732
|
|
|
8,380
|
|
|
11.2
|
%
|
|
75,241
|
|
|
8,915
|
|
|
11.8
|
%
|
|
74,428
|
|
|
8,847
|
|
|
11.9
|
%
|
Total Europe
|
19,045
|
|
|
4
|
|
|
—
|
%
|
|
19,190
|
|
|
685
|
|
|
3.6
|
%
|
|
18,620
|
|
|
1,161
|
|
|
6.2
|
%
|
Total Worldwide(d)
|
93,777
|
|
|
8,384
|
|
|
8.9
|
%
|
|
94,431
|
|
|
9,600
|
|
|
10.2
|
%
|
|
93,048
|
|
|
10,008
|
|
|
10.8
|
%
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cars
|
5,361
|
|
|
560
|
|
|
10.4
|
%
|
|
6,145
|
|
|
709
|
|
|
11.5
|
%
|
|
6,897
|
|
|
890
|
|
|
12.9
|
%
|
Trucks
|
5,361
|
|
|
1,360
|
|
|
25.4
|
%
|
|
5,041
|
|
|
1,328
|
|
|
26.3
|
%
|
|
4,911
|
|
|
1,325
|
|
|
27.0
|
%
|
Crossovers
|
6,972
|
|
|
1,034
|
|
|
14.8
|
%
|
|
6,384
|
|
|
965
|
|
|
15.1
|
%
|
|
6,078
|
|
|
828
|
|
|
13.6
|
%
|
Total United States
|
17,694
|
|
|
2,954
|
|
|
16.7
|
%
|
|
17,570
|
|
|
3,002
|
|
|
17.1
|
%
|
|
17,886
|
|
|
3,043
|
|
|
17.0
|
%
|
China(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SGMS
|
|
|
1,749
|
|
|
|
|
|
|
|
|
1,906
|
|
|
|
|
|
|
|
|
1,806
|
|
|
|
|
|
SGMW and FAW-GM
|
|
|
1,896
|
|
|
|
|
|
|
|
|
2,135
|
|
|
|
|
|
|
|
|
2,108
|
|
|
|
|
|
Total China
|
26,466
|
|
|
3,645
|
|
|
13.8
|
%
|
|
28,231
|
|
|
4,041
|
|
|
14.3
|
%
|
|
28,274
|
|
|
3,914
|
|
|
13.8
|
%
|
(a)
|
Sales of Opel/Vauxhall outside of Europe were insignificant in the
years ended December 31,
2017
and 2016.
|
(b)
|
Includes sales by the Automotive China JVs SAIC General Motors Sales Co., Ltd. (SGMS), SAIC GM Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM). In the year ended December 31, 2016
wholesale volumes were used for Industry, GM and Market Share.
Our total vehicle sales in China were
3,871
in the year ended December 31,
2016
.
|
(c)
|
Includes Industry and GM sales in India and South Africa where we ceased vehicle sales for those domestic markets as of December 31, 2017.
|
(d)
|
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
.
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
GMNA
|
740
|
|
|
691
|
|
|
707
|
|
GMI
|
478
|
|
|
541
|
|
|
527
|
|
Total fleet sales
|
1,218
|
|
|
1,232
|
|
|
1,234
|
|
|
|
|
|
|
|
|||
Fleet sales as a percentage of total vehicle sales
|
14.5
|
%
|
|
13.8
|
%
|
|
13.9
|
%
|
|
December 31, 2018
|
|
GMNA(a)
|
124
|
|
GMI
|
39
|
|
GM Financial
|
10
|
|
Total Worldwide
|
173
|
|
|
|
|
U.S. - Salaried
|
53
|
|
U.S. - Hourly
|
50
|
|
(a)
|
Includes GM Cruise
|
Name (Age)
|
|
Present GM Position (Effective Date)
|
|
Positions Held During the Past Five Years (Effective Date)
|
Mary T. Barra (57)
|
|
Chairman and Chief Executive Officer (2016)
|
|
Chief Executive Officer and Member of the Board of Directors (2014)
|
Alan S. Batey (55)
|
|
Executive Vice President and President, North America (2014)
|
|
|
Alicia Boler-Davis (49)
|
|
Executive Vice President, Global Manufacturing (2016)
|
|
Senior Vice President, Global Connected Customer Experience (2014)
Vice President, Global Quality and U.S. Customer Experience (2012)
|
Barry L. Engle (55)
|
|
Executive Vice President and President, GM International (2018)
|
|
Executive Vice President and President, South America (2015)
Agility Fuel Systems, Chief Executive Officer (2011)
|
Craig B. Glidden (61)
|
|
Executive Vice President and General Counsel (2015)
|
|
LyondellBasell, Executive Vice President and Chief Legal Officer (2009)
|
Christopher T. Hatto (48)
|
|
Vice President, Controller and Chief Accounting Officer (2018)
|
|
Chief Financial Officer, U.S. Sales Operations (2016)
Chief Financial Officer, Customer Care and Aftersales (2013)
|
Mark L. Reuss (55)
|
|
President (2019)
|
|
Executive Vice President and President, Global Product Development Group and Cadillac (2018)
Executive Vice President, Global Product Development, Purchasing & Supply Chain (2014)
|
Dhivya Suryadevara (39)
|
|
Executive Vice President and Chief Financial Officer (2018)
|
|
Vice President Corporate Finance (2017)
Vice President Finance and Treasurer (2015)
Chief Executive Officer, GM Asset Management (2013)
|
Matthew Tsien (58)
|
|
Executive Vice President and President, GM China (2014)
|
|
|
|
Total Number of Shares Purchased(a)
|
|
Weighted Average Price Paid per Share
|
|
Total Number of Shares Purchased Under Announced Programs(b)
|
|
Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
|
||||
October 1, 2018 through October 31, 2018
|
118,108
|
|
|
$
|
33.53
|
|
|
—
|
|
|
$3.4 billion
|
November 1, 2018 through November 30, 2018
|
6,552
|
|
|
$
|
36.47
|
|
|
—
|
|
|
$3.4 billion
|
December 1, 2018 through December 31, 2018
|
2,992,631
|
|
|
$
|
33.07
|
|
|
—
|
|
|
$3.4 billion
|
Total
|
3,117,291
|
|
|
$
|
33.10
|
|
|
—
|
|
|
|
(a)
|
Shares purchased includes approximately three million shares purchased and held by GM Cruise Holdings to hedge its exposure to cash settled share-based awards issued to certain of its employees. In addition, shares purchased consist of shares retained by us for the payment of the exercise price upon the exercise of warrants and shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs), Performance Stock Units (PSUs) and Restricted Stock Awards (RSAs) relating to compensation plans. In June 2017 our shareholders approved the 2017 Long Term Incentive Plan which authorizes awards of stock options, stock appreciation rights, RSAs, RSUs, PSUs or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company. Refer to
Note 23
to our consolidated financial statements for additional details on employee stock incentive plans and
Note 20
to our consolidated financial statements for additional details on warrants outstanding.
|
(b)
|
In January 2017 we announced that our Board of Directors had authorized the purchase of up to an additional $5.0 billion of our common stock with no expiration date.
|
|
At and for the Years Ended December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net sales and revenue
|
$
|
147,049
|
|
|
$
|
145,588
|
|
|
$
|
149,184
|
|
|
$
|
135,725
|
|
|
$
|
137,958
|
|
Income from continuing operations(a)
|
$
|
8,075
|
|
|
$
|
330
|
|
|
$
|
9,269
|
|
|
$
|
9,590
|
|
|
$
|
4,525
|
|
Basic earnings per common share – continuing operations(a)
|
$
|
5.66
|
|
|
$
|
0.23
|
|
|
$
|
6.12
|
|
|
$
|
6.09
|
|
|
$
|
2.06
|
|
Diluted earnings per common share – continuing operations(a)
|
$
|
5.58
|
|
|
$
|
0.22
|
|
|
$
|
6.00
|
|
|
$
|
5.89
|
|
|
$
|
1.95
|
|
Dividends declared per common share
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.38
|
|
|
$
|
1.20
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets(b)
|
$
|
227,339
|
|
|
$
|
212,482
|
|
|
$
|
221,690
|
|
|
$
|
194,338
|
|
|
$
|
177,311
|
|
Automotive notes and loans payable
|
$
|
13,963
|
|
|
$
|
13,502
|
|
|
$
|
10,560
|
|
|
$
|
8,535
|
|
|
$
|
9,084
|
|
GM Financial notes and loans payable
|
$
|
90,988
|
|
|
$
|
80,717
|
|
|
$
|
64,563
|
|
|
$
|
45,479
|
|
|
$
|
29,304
|
|
Total equity
|
$
|
42,777
|
|
|
$
|
36,200
|
|
|
$
|
44,075
|
|
|
$
|
40,323
|
|
|
$
|
36,024
|
|
(a)
|
In the year ended December 31, 2018 we recorded charges of $1.3 billion related to transformation activities including employee separation, accelerated depreciation and other charges, $1.1 billion related to the closure of a facility and other restructuring actions in Korea, charges of $0.4 billion for ignition switch related legal matters, and a
non-recurring tax benefit of $1.0 billion related to foreign earnings. In the year ended December 31, 2017 we recorded tax expense of $7.3 billion related to U.S. tax reform legislation, $2.3 billion related to the establishment of a valuation allowance against deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, and charges of $0.5 billion related to restructuring actions in India and South Africa. In the year ended December 31, 2015 we recorded the reversal of deferred tax asset valuation allowances of
$3.9 billion
in Europe and recorded charges related to the Ignition Switch Recall Compensation Program (Compensation Program) and for various legal matters of approximately $1.6 billion. In the year ended December 31, 2014 we recorded charges of approximately $2.8 billion in Automotive and other cost of sales related to recall campaigns and courtesy transportation, a catch-up adjustment of
$0.9 billion
related to the change in estimate for recall campaigns and a charge of
$0.4 billion
related to the Compensation Program. In December 2014 we redeemed all of the remaining shares of our Series A Preferred Stock for
$3.9 billion,
which reduced Income from continuing operations by
$0.8 billion
.
|
(b)
|
Total assets included assets held for sale of $20.6 billion, $20.0 billion, and $17.8 billion at December 31, 2016, 2015 and 2014.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) attributable to stockholders
|
$
|
8,014
|
|
|
$
|
(3,864
|
)
|
|
$
|
9,427
|
|
Loss from discontinued operations, net of tax
|
70
|
|
|
4,212
|
|
|
1
|
|
|||
Income tax expense
|
474
|
|
|
11,533
|
|
|
2,739
|
|
|||
Automotive interest expense
|
655
|
|
|
575
|
|
|
563
|
|
|||
Automotive interest income
|
(335
|
)
|
|
(266
|
)
|
|
(182
|
)
|
|||
Adjustments
|
|
|
|
|
|
||||||
Transformation activities(a)
|
1,327
|
|
|
—
|
|
|
—
|
|
|||
GMI restructuring(b)
|
1,138
|
|
|
540
|
|
|
—
|
|
|||
Ignition switch recall and related legal matters(c)
|
440
|
|
|
114
|
|
|
300
|
|
|||
Total adjustments
|
2,905
|
|
|
654
|
|
|
300
|
|
|||
EBIT-adjusted
|
$
|
11,783
|
|
|
$
|
12,844
|
|
|
$
|
12,848
|
|
(a)
|
These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility, and drive significant cost efficiencies. The adjustments primarily consist of employee separation charges and accelerated depreciation.
|
(b)
|
These adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustments primarily consist of employee separation charges, asset impairments and supplier claims in the year ended December 31, 2018, all in Korea. The adjustment in the year ended December 31, 2017 primarily consists of asset impairments and other restructuring actions in India
, South Africa and Venezuela.
|
(c)
|
These adjustments were excluded because of the unique events associated with the ignition switch recall, which included
various investigations, inquiries and complaints from constituents.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
EBIT-adjusted(a)
|
$
|
11,783
|
|
|
$
|
12,844
|
|
|
$
|
12,848
|
|
EBIT loss-adjusted – GM Cruise
|
728
|
|
|
613
|
|
|
171
|
|
|||
Core EBIT-adjusted
|
$
|
12,511
|
|
|
$
|
13,457
|
|
|
$
|
13,019
|
|
(a)
|
Refer to the reconciliation of
Net income (loss) attributable to stockholders under U.S. GAAP
to EBIT-adjusted within this section of the MD&A.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
||||||||||||
Diluted earnings (loss) per common share
|
$
|
7,916
|
|
|
$
|
5.53
|
|
|
$
|
(3,880
|
)
|
|
$
|
(2.60
|
)
|
|
$
|
9,427
|
|
|
$
|
6.00
|
|
Diluted loss per common share – discontinued operations
|
70
|
|
|
0.05
|
|
|
4,212
|
|
|
2.82
|
|
|
1
|
|
|
—
|
|
||||||
Adjustments(a)
|
2,905
|
|
|
2.03
|
|
|
654
|
|
|
0.44
|
|
|
300
|
|
|
0.19
|
|
||||||
Tax effect on adjustments(b)
|
(416
|
)
|
|
(0.29
|
)
|
|
(208
|
)
|
|
(0.14
|
)
|
|
(114
|
)
|
|
(0.07
|
)
|
||||||
Tax adjustments(c)
|
(1,111
|
)
|
|
(0.78
|
)
|
|
9,099
|
|
|
6.10
|
|
|
—
|
|
|
—
|
|
||||||
EPS-diluted-adjusted
|
$
|
9,364
|
|
|
$
|
6.54
|
|
|
$
|
9,877
|
|
|
$
|
6.62
|
|
|
$
|
9,614
|
|
|
$
|
6.12
|
|
(a)
|
Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted
within this section of the MD&A
for adjustment details.
|
(b)
|
The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.
|
(c)
|
In the year ended December 31, 2018 the adjustment consists of: (1) a non-recurring tax benefit related to foreign earnings; and (2) tax effects related to U.S. tax reform legislation. In the year ended December
31, 2017 the adjustment
consisted of the tax expense of $7.3 billion related to U.S. tax reform legislation and the establishment of a valuation allowance against deferred tax assets of $2.3 billion that are no longer realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements. These adjustments were excluded because impacts of tax legislation and valuation allowances are not considered part of our core operations.
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
|||||||||||||||
Effective tax rate
|
$
|
8,549
|
|
|
$
|
474
|
|
|
5.5
|
%
|
|
$
|
11,863
|
|
|
$
|
11,533
|
|
|
97.2
|
%
|
|
$
|
12,008
|
|
|
$
|
2,739
|
|
|
22.8
|
%
|
Adjustments(a)
|
2,946
|
|
|
416
|
|
|
|
|
654
|
|
|
208
|
|
|
|
|
300
|
|
|
114
|
|
|
|
|||||||||
Tax adjustments(b)
|
|
|
1,111
|
|
|
|
|
|
|
(9,099
|
)
|
|
|
|
|
|
—
|
|
|
|
||||||||||||
ETR-adjusted
|
$
|
11,495
|
|
|
$
|
2,001
|
|
|
17.4
|
%
|
|
$
|
12,517
|
|
|
$
|
2,642
|
|
|
21.1
|
%
|
|
$
|
12,308
|
|
|
$
|
2,853
|
|
|
23.2
|
%
|
(a)
|
Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the MD&A for adjustment details.
Net income attributable to noncontrolling interests for these adjustments is included in the year ended December 31, 2018.
|
(b)
|
Refer to the reconciliation of diluted earnings (loss) per common share under U.S. GAAP to EPS-diluted-adjusted within
this section of the MD&A for adjustment details.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) attributable to stockholders
|
$
|
8.0
|
|
|
$
|
(3.9
|
)
|
|
$
|
9.4
|
|
Average equity(a)
|
$
|
37.4
|
|
|
$
|
42.2
|
|
|
$
|
43.6
|
|
ROE
|
21.4
|
%
|
|
(9.2
|
)%
|
|
21.6
|
%
|
(a)
|
Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to stockholders.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
EBIT-adjusted(a)
|
$
|
11.8
|
|
|
$
|
12.8
|
|
|
$
|
12.8
|
|
Average equity(b)
|
$
|
37.4
|
|
|
$
|
42.2
|
|
|
$
|
43.6
|
|
Add: Average automotive debt and interest liabilities (excluding capital leases)
|
14.4
|
|
|
11.6
|
|
|
9.9
|
|
|||
Add: Average automotive net pension & OPEB liability
|
18.3
|
|
|
21.0
|
|
|
22.0
|
|
|||
Less: Average automotive net income tax asset
|
(22.7
|
)
|
|
(29.3
|
)
|
|
(32.8
|
)
|
|||
ROIC-adjusted average net assets
|
$
|
47.4
|
|
|
$
|
45.5
|
|
|
$
|
42.7
|
|
ROIC-adjusted
|
24.9
|
%
|
|
28.2
|
%
|
|
30.1
|
%
|
(a)
|
Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the MD&A.
|
(b)
|
Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.
|
|
Year Ending December 31, 2019
|
Diluted earnings per common share
|
$ 5.17-6.00
|
Adjustment – transformation activities
|
1.17-1.59
|
Tax effect on adjustment(a)
|
(0.17-0.26)
|
EPS-diluted-adjusted
|
$ 6.50-7.00
|
(a)
|
The tax effect of the adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
|
Residual Value
|
|
Units
|
|
Percentage
|
|
Residual Value
|
|
Units
|
|
Percentage
|
||||||||
Cars
|
$
|
4,884
|
|
|
379
|
|
|
22.3
|
%
|
|
$
|
5,701
|
|
|
450
|
|
|
27.2
|
%
|
Trucks
|
7,299
|
|
|
296
|
|
|
17.4
|
%
|
|
7,173
|
|
|
285
|
|
|
17.3
|
%
|
||
Crossovers
|
15,057
|
|
|
917
|
|
|
53.8
|
%
|
|
13,723
|
|
|
818
|
|
|
49.5
|
%
|
||
SUVs
|
4,160
|
|
|
111
|
|
|
6.5
|
%
|
|
3,809
|
|
|
99
|
|
|
6.0
|
%
|
||
Total
|
$
|
31,400
|
|
|
1,703
|
|
|
100.0
|
%
|
|
$
|
30,406
|
|
|
1,652
|
|
|
100.0
|
%
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||
2018
|
|
2017
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
113,792
|
|
|
$
|
111,345
|
|
|
$
|
2,447
|
|
|
2.2
|
%
|
|
|
$
|
1.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
1.4
|
|
|
$
|
0.3
|
|
GMI
|
19,148
|
|
|
21,920
|
|
|
(2,772
|
)
|
|
(12.6
|
)%
|
|
|
$
|
(1.7
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
|
$
|
(1.2
|
)
|
|||
Corporate
|
203
|
|
|
342
|
|
|
(139
|
)
|
|
(40.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.1
|
)
|
|||||||
Automotive
|
133,143
|
|
|
133,607
|
|
|
(464
|
)
|
|
(0.3
|
)%
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
1.8
|
|
|
$
|
(1.0
|
)
|
|||
GM Financial
|
14,016
|
|
|
12,151
|
|
|
1,865
|
|
|
15.3
|
%
|
|
|
|
|
|
|
|
|
|
|
$
|
1.9
|
|
|||||||
Eliminations
|
(110
|
)
|
|
(170
|
)
|
|
60
|
|
|
35.3
|
%
|
|
|
|
|
|
$
|
(0.1
|
)
|
|
|
|
$
|
0.1
|
|
||||||
Total net sales and revenue
|
$
|
147,049
|
|
|
$
|
145,588
|
|
|
$
|
1,461
|
|
|
1.0
|
%
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
1.8
|
|
|
$
|
1.0
|
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||
2017
|
|
2016
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
111,345
|
|
|
$
|
119,113
|
|
|
$
|
(7,768
|
)
|
|
(6.5
|
)%
|
|
|
$
|
(12.2
|
)
|
|
$
|
3.5
|
|
|
$
|
0.6
|
|
|
$
|
0.3
|
|
GMI
|
21,920
|
|
|
20,943
|
|
|
977
|
|
|
4.7
|
%
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|||
Corporate
|
342
|
|
|
149
|
|
|
193
|
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.2
|
|
||||||
Automotive
|
133,607
|
|
|
140,205
|
|
|
(6,598
|
)
|
|
(4.7
|
)%
|
|
|
$
|
(12.0
|
)
|
|
$
|
3.7
|
|
|
$
|
1.3
|
|
|
$
|
0.5
|
|
|||
GM Financial
|
12,151
|
|
|
8,983
|
|
|
3,168
|
|
|
35.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.2
|
|
||||||
Eliminations
|
(170
|
)
|
|
(4
|
)
|
|
(166
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.2
|
)
|
||||||
Total net sales and revenue
|
$
|
145,588
|
|
|
$
|
149,184
|
|
|
$
|
(3,596
|
)
|
|
(2.4
|
)%
|
|
|
$
|
(12.0
|
)
|
|
$
|
3.7
|
|
|
$
|
1.3
|
|
|
$
|
3.5
|
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||
|
2018
|
|
2017
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Cost
|
|
Other
|
||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
99,445
|
|
|
$
|
94,193
|
|
|
$
|
(5,252
|
)
|
|
(5.6
|
)%
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
0.1
|
|
GMI
|
20,418
|
|
|
21,478
|
|
|
1,060
|
|
|
4.9
|
%
|
|
|
$
|
1.4
|
|
|
$
|
0.3
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.5
|
|
|||
Corporate
|
178
|
|
|
129
|
|
|
(49
|
)
|
|
(38.0
|
)%
|
|
|
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
||||
GM Cruise
|
715
|
|
|
592
|
|
|
(123
|
)
|
|
(20.8
|
)%
|
|
|
|
|
|
|
|
|
$
|
(0.1
|
)
|
|
|
|
||||||
Eliminations
|
(100
|
)
|
|
(163
|
)
|
|
(63
|
)
|
|
(38.7
|
)%
|
|
|
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
|
|
|||||
Total automotive and other cost of sales
|
$
|
120,656
|
|
|
$
|
116,229
|
|
|
$
|
(4,427
|
)
|
|
(3.8
|
)%
|
|
|
$
|
0.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
0.4
|
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||
|
2017
|
|
2016
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Cost
|
|
Other
|
||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
94,193
|
|
|
$
|
101,073
|
|
|
$
|
6,880
|
|
|
6.8
|
%
|
|
|
$
|
8.7
|
|
|
$
|
(2.7
|
)
|
|
$
|
1.1
|
|
|
$
|
(0.3
|
)
|
GMI
|
21,478
|
|
|
20,459
|
|
|
(1,019
|
)
|
|
(5.0
|
)%
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
|||
Corporate
|
129
|
|
|
85
|
|
|
(44
|
)
|
|
(51.8
|
)%
|
|
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|||||
GM Cruise
|
592
|
|
|
171
|
|
|
(421
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
$
|
(0.4
|
)
|
|
|
|
|||||||
Eliminations
|
(163
|
)
|
|
(4
|
)
|
|
159
|
|
|
n.m.
|
|
|
|
|
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|||||||
Total automotive and other cost of sales
|
$
|
116,229
|
|
|
$
|
121,784
|
|
|
$
|
5,555
|
|
|
4.6
|
%
|
|
|
$
|
8.6
|
|
|
$
|
(3.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(0.4
|
)
|
|
Years Ended December 31,
|
|
Year Ended
2018 vs. 2017 Change
|
|
Year Ended
2017 vs. 2016 Change
|
||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
Favorable/ (Unfavorable)
|
|
%
|
||||||||||||
Automotive and other selling, general and administrative expense
|
$
|
9,650
|
|
|
$
|
9,570
|
|
|
$
|
10,345
|
|
|
$
|
(80
|
)
|
|
(0.8
|
)%
|
|
$
|
775
|
|
|
7.5
|
%
|
|
Years Ended December 31,
|
|
Year Ended
2018 vs. 2017 Change
|
|
Year Ended
2017 vs. 2016 Change
|
||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
Favorable/ (Unfavorable)
|
|
%
|
||||||||||||
Interest income and other non-operating income, net
|
$
|
2,596
|
|
|
$
|
1,645
|
|
|
$
|
1,603
|
|
|
$
|
951
|
|
|
57.8
|
%
|
|
$
|
42
|
|
|
2.6
|
%
|
|
Years Ended December 31,
|
|
Year Ended
2018 vs. 2017 Change
|
|
Year Ended
2017 vs. 2016 Change
|
||||||||||||||||||
|
|
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
Favorable/ (Unfavorable)
|
|
%
|
||||||||||
Income tax expense
|
$
|
474
|
|
|
$
|
11,533
|
|
|
$
|
2,739
|
|
|
$
|
11,059
|
|
|
n.m.
|
|
$
|
(8,794
|
)
|
|
n.m.
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
113,792
|
|
|
$
|
111,345
|
|
|
$
|
2,447
|
|
|
2.2
|
%
|
|
|
$
|
1.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
1.4
|
|
|
|
|
$
|
0.3
|
|
||
EBIT-adjusted
|
$
|
10,769
|
|
|
$
|
11,889
|
|
|
$
|
(1,120
|
)
|
|
(9.4
|
)%
|
|
|
$
|
0.4
|
|
|
$
|
(1.5
|
)
|
|
$
|
1.4
|
|
|
$
|
(1.7
|
)
|
|
$
|
0.2
|
|
EBIT-adjusted margin
|
9.5
|
%
|
|
10.7
|
%
|
|
(1.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Wholesale vehicle sales
|
3,555
|
|
|
3,511
|
|
|
44
|
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
111,345
|
|
|
$
|
119,113
|
|
|
$
|
(7,768
|
)
|
|
(6.5
|
)%
|
|
|
$
|
(12.2
|
)
|
|
$
|
3.5
|
|
|
$
|
0.6
|
|
|
|
|
$
|
0.3
|
|
||
EBIT-adjusted
|
$
|
11,889
|
|
|
$
|
12,388
|
|
|
$
|
(499
|
)
|
|
(4.0
|
)%
|
|
|
$
|
(3.5
|
)
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
1.8
|
|
|
$
|
(0.3
|
)
|
EBIT-adjusted margin
|
10.7
|
%
|
|
10.4
|
%
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
3,511
|
|
|
3,958
|
|
|
(447
|
)
|
|
(11.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
19,148
|
|
|
$
|
21,920
|
|
|
$
|
(2,772
|
)
|
|
(12.6
|
)%
|
|
|
$
|
(1.7
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
|
|
|
$
|
(1.2
|
)
|
||
EBIT-adjusted
|
$
|
423
|
|
|
$
|
1,300
|
|
|
$
|
(877
|
)
|
|
(67.5
|
)%
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
EBIT-adjusted margin
|
2.2
|
%
|
|
5.9
|
%
|
|
(3.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity income — Automotive China
|
$
|
1,981
|
|
|
$
|
1,976
|
|
|
$
|
5
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EBIT (loss)-adjusted — excluding Equity income
|
$
|
(1,558
|
)
|
|
$
|
(676
|
)
|
|
$
|
(882
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,152
|
|
|
1,267
|
|
|
(115
|
)
|
|
(9.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
21,920
|
|
|
$
|
20,943
|
|
|
$
|
977
|
|
|
4.7
|
%
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
|
|
$
|
—
|
|
||
EBIT-adjusted
|
$
|
1,300
|
|
|
$
|
767
|
|
|
$
|
533
|
|
|
69.5
|
%
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.6
|
|
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
EBIT-adjusted margin
|
5.9
|
%
|
|
3.7
|
%
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity income — Automotive China
|
$
|
1,976
|
|
|
$
|
1,973
|
|
|
$
|
3
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EBIT (loss)-adjusted —excluding Equity income
|
$
|
(676
|
)
|
|
$
|
(1,206
|
)
|
|
$
|
530
|
|
|
43.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,267
|
|
|
1,255
|
|
|
12
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Wholesale vehicles including vehicles exported to markets outside of China
|
4,030
|
|
|
4,140
|
|
|
4,013
|
|
|||
Total net sales and revenue
|
$
|
50,316
|
|
|
$
|
50,065
|
|
|
$
|
47,150
|
|
Net income
|
$
|
3,992
|
|
|
$
|
3,984
|
|
|
$
|
4,117
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
8,609
|
|
|
$
|
9,202
|
|
Debt
|
$
|
496
|
|
|
$
|
381
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
Favorable/ (Unfavorable)
|
|
%
|
|||||||||||
EBIT (loss)-adjusted
|
$
|
(728
|
)
|
|
$
|
(613
|
)
|
|
$
|
(171
|
)
|
|
$
|
(115
|
)
|
|
(18.8
|
)%
|
|
$
|
(442
|
)
|
|
n.m.
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||
Total revenue
|
$
|
14,016
|
|
|
$
|
12,151
|
|
|
$
|
8,983
|
|
|
$
|
1,865
|
|
|
15.3
|
%
|
|
$
|
3,168
|
|
|
35.3
|
%
|
Provision for loan losses
|
$
|
642
|
|
|
$
|
757
|
|
|
$
|
644
|
|
|
$
|
(115
|
)
|
|
(15.2
|
)%
|
|
$
|
113
|
|
|
17.5
|
%
|
Earnings before income taxes-adjusted
|
$
|
1,893
|
|
|
$
|
1,196
|
|
|
$
|
763
|
|
|
$
|
697
|
|
|
58.3
|
%
|
|
$
|
433
|
|
|
56.7
|
%
|
Average debt outstanding (dollars in billions)
|
$
|
85.1
|
|
|
$
|
74.9
|
|
|
$
|
54.8
|
|
|
$
|
10.2
|
|
|
13.5
|
%
|
|
$
|
20.1
|
|
|
36.7
|
%
|
Effective rate of interest paid
|
3.8
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
|
0.4
|
%
|
|
|
|
(0.2
|
)%
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Automotive cash and cash equivalents
|
$
|
13.7
|
|
|
$
|
11.2
|
|
Marketable securities
|
6.0
|
|
|
8.3
|
|
||
Automotive cash, cash equivalents and marketable securities(a)(b)
|
19.6
|
|
|
19.6
|
|
||
GM Cruise cash and cash equivalents(c)
|
2.3
|
|
|
—
|
|
||
Available liquidity
|
21.9
|
|
|
19.6
|
|
||
Available under credit facilities
|
14.2
|
|
|
14.1
|
|
||
Total available liquidity(a)
|
$
|
36.1
|
|
|
$
|
33.6
|
|
(a)
|
Amounts do not add due to rounding.
|
(b)
|
Includes $0.6 billion
that is designated exclusively to fund capital expenditures in GM Korea at December 31, 2018. Refer to
Note 20
to our consolidated financial statements for further details.
|
(c)
|
Amounts are designated exclusively for the use of GM Cruise and do not include $0.1 billion of GM Cruise's investment in GM stock. Refer to
Note 20
to our consolidated financial statements for further details.
|
|
Year Ended December 31, 2018
|
||
Operating cash flow
|
$
|
11.7
|
|
Capital expenditures
|
(8.7
|
)
|
|
Dividends paid and payments to purchase common stock
|
(2.3
|
)
|
|
Issuance of senior unsecured notes
|
2.1
|
|
|
Repayment of senior unsecured notes
|
(1.5
|
)
|
|
GM investment in GM Cruise
|
(1.1
|
)
|
|
Proceeds from KDB investment in GM Korea
|
0.7
|
|
|
Other non-operating
|
(0.7
|
)
|
|
Total change in automotive available liquidity
|
$
|
0.2
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
7.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
8.8
|
|
|
$
|
7.3
|
|
|
$
|
(9.0
|
)
|
Depreciation, amortization and impairment charges
|
6.1
|
|
|
5.7
|
|
|
5.1
|
|
|
0.4
|
|
|
0.6
|
|
|||||
Pension and OPEB activities
|
(3.4
|
)
|
|
(2.6
|
)
|
|
(4.2
|
)
|
|
(0.8
|
)
|
|
1.6
|
|
|||||
Working capital
|
0.7
|
|
|
1.8
|
|
|
2.2
|
|
|
(1.1
|
)
|
|
(0.4
|
)
|
|||||
Accrued and other liabilities and income taxes
|
1.9
|
|
|
8.5
|
|
|
3.0
|
|
|
(6.6
|
)
|
|
5.5
|
|
|||||
Other
|
(0.7
|
)
|
|
1.2
|
|
|
(0.3
|
)
|
|
(1.9
|
)
|
|
1.5
|
|
|||||
Net automotive cash provided by operating activities
|
$
|
11.7
|
|
|
$
|
14.4
|
|
|
$
|
14.6
|
|
|
$
|
(2.7
|
)
|
|
$
|
(0.2
|
)
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
(8.7
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
Acquisitions and liquidations of marketable securities, net
|
2.3
|
|
|
3.5
|
|
|
(3.7
|
)
|
|
(1.2
|
)
|
|
7.2
|
|
|||||
GM investment in GM Cruise
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|||||
Investment in Lyft
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.5
|
|
|||||
Other
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|||||
Net automotive cash used in investing activities
|
$
|
(7.7
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
7.5
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of senior unsecured notes
|
$
|
2.1
|
|
|
$
|
3.0
|
|
|
$
|
2.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
1.0
|
|
Net payments on short-term debt
|
(1.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|||||
Payments to purchase common stock
|
(0.1
|
)
|
|
(4.5
|
)
|
|
(2.5
|
)
|
|
4.4
|
|
|
(2.0
|
)
|
|||||
Dividends paid
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
0.1
|
|
|||||
Proceeds from KDB investment in GM Korea
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|||||
Other
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||||
Net automotive cash used in financing activities
|
$
|
(1.5
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
2.7
|
|
|
$
|
(1.1
|
)
|
|
Corporate
|
|
Revolving Credit Facilities
|
|
Senior Unsecured
|
|
Outlook
|
DBRS Limited
|
BBB
|
|
BBB
|
|
N/A
|
|
Positive
|
Fitch
|
BBB
|
|
BBB
|
|
BBB
|
|
Stable
|
Moody's
|
Investment Grade
|
|
Baa2
|
|
Baa3
|
|
Stable
|
S&P
|
BBB
|
|
BBB
|
|
BBB
|
|
Stable
|
|
Year Ended December 31, 2018
|
||
Operating cash flow
|
$
|
(0.6
|
)
|
Issuance of GM Cruise Preferred Shares to SoftBank
|
0.9
|
|
|
Issuance of GM Cruise Common Shares to Honda
|
0.8
|
|
|
GM investment in GM Cruise
|
1.1
|
|
|
Other non-operating
|
0.2
|
|
|
Total change in GM Cruise available liquidity
|
$
|
2.4
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||||
Net cash used in operating activities
|
$
|
(0.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.4
|
)
|
Net cash used in investing activities
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Net cash provided by financing activities
|
$
|
3.0
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
$
|
2.4
|
|
|
$
|
0.2
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
4.9
|
|
|
$
|
4.3
|
|
Borrowing capacity on unpledged eligible assets
|
18.0
|
|
|
12.5
|
|
||
Borrowing capacity on committed unsecured lines of credit
|
0.3
|
|
|
0.1
|
|
||
Borrowing capacity on revolving credit facility, exclusive to GM Financial
|
2.0
|
|
|
—
|
|
||
Total GM Financial available liquidity
|
$
|
25.2
|
|
|
$
|
16.9
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017 Change
|
|
2017 vs. 2016 Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
7.4
|
|
|
$
|
6.5
|
|
|
$
|
4.7
|
|
|
$
|
0.9
|
|
|
$
|
1.8
|
|
Net cash used in investing activities
|
$
|
(17.5
|
)
|
|
$
|
(21.9
|
)
|
|
$
|
(23.7
|
)
|
|
$
|
4.4
|
|
|
$
|
1.8
|
|
Net cash provided by financing activities
|
$
|
11.1
|
|
|
$
|
16.1
|
|
|
$
|
19.1
|
|
|
$
|
(5.0
|
)
|
|
$
|
(3.0
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2024 and after
|
|
Total
|
||||||||||
Automotive debt
|
$
|
812
|
|
|
$
|
1,002
|
|
|
$
|
1,552
|
|
|
$
|
10,568
|
|
|
$
|
13,934
|
|
Automotive Financing debt
|
31,045
|
|
|
38,191
|
|
|
12,513
|
|
|
9,937
|
|
|
91,686
|
|
|||||
Capital lease obligations
|
137
|
|
|
92
|
|
|
41
|
|
|
258
|
|
|
528
|
|
|||||
Automotive interest payments(a)
|
743
|
|
|
1,430
|
|
|
1,365
|
|
|
9,725
|
|
|
13,263
|
|
|||||
Automotive Financing interest payments(b)
|
2,811
|
|
|
2,994
|
|
|
1,198
|
|
|
714
|
|
|
7,717
|
|
|||||
Postretirement benefits(c)
|
250
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|||||
Operating lease obligations, net
|
235
|
|
|
438
|
|
|
255
|
|
|
453
|
|
|
1,381
|
|
|||||
Other contractual commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Material
|
1,235
|
|
|
669
|
|
|
174
|
|
|
118
|
|
|
2,196
|
|
|||||
Marketing
|
819
|
|
|
282
|
|
|
18
|
|
|
25
|
|
|
1,144
|
|
|||||
Rental car repurchases
|
405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405
|
|
|||||
Other
|
1,010
|
|
|
429
|
|
|
106
|
|
|
218
|
|
|
1,763
|
|
|||||
Total contractual commitments(d)
|
$
|
39,502
|
|
|
$
|
45,552
|
|
|
$
|
17,222
|
|
|
$
|
32,016
|
|
|
$
|
134,292
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-contractual benefits(e)
|
$
|
317
|
|
|
$
|
983
|
|
|
$
|
944
|
|
|
$
|
10,229
|
|
|
$
|
12,473
|
|
(a)
|
Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and capital lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at
December 31, 2018
.
|
(b)
|
GM Financial interest payments were determined using the interest rate in effect at
December 31, 2018
for floating rate debt and the contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.
|
(c)
|
Amounts include OPEB payments under the current U.S. contractual labor agreements through 2019 and Canada labor agreements through 2021. These agreements are generally renegotiated in the year of expiration. Amounts do not include pension funding obligations, which are discussed in
Note 15
to our consolidated financial statements.
|
(d)
|
Amounts do not include future cash payments for long-term purchase obligations and other accrued expenditures (unless specifically listed in the table above) which were recorded in Accounts payable or Accrued liabilities at
December 31, 2018
.
|
(e)
|
Amounts include all expected future payments for both current and expected future service at
December 31, 2018
for OPEB obligations for salaried and hourly employees extending beyond the current North American union contract agreements, workers' compensation and extended disability benefits. Amounts do not include pension funding obligations, which are discussed in
Note 15
to our consolidated financial statements.
|
|
December 31, 2018
|
|
December 31, 2017
|
||
Cars
|
379
|
|
|
450
|
|
Trucks
|
296
|
|
|
285
|
|
Crossovers
|
917
|
|
|
818
|
|
SUVs
|
111
|
|
|
99
|
|
Total
|
1,703
|
|
|
1,652
|
|
|
U.S. Plans(a)
|
|
Non-U.S. Plans(a)
|
||||
|
Effect on 2019 Pension Expense
|
|
Effect on December 31, 2018 PBO
|
|
Effect on 2019 Pension Expense
|
|
Effect on December 31, 2018 PBO
|
25 basis point decrease in discount rate
|
-$80
|
|
+$1,480
|
|
+$19
|
|
+$589
|
25 basis point increase in discount rate
|
+$80
|
|
-$1,420
|
|
+$11
|
|
-$564
|
25 basis point decrease in expected rate of return on assets
|
+$140
|
|
N/A
|
|
+$33
|
|
N/A
|
25 basis point increase in expected rate of return on assets
|
-$140
|
|
N/A
|
|
-$33
|
|
N/A
|
(a)
|
The sensitivity does not include the effects of the individual annual yield curve rates applied for the calculation of the service and interest cost.
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Translation (gains) losses recorded in Accumulated other comprehensive loss
|
$
|
353
|
|
|
$
|
(275
|
)
|
Transaction and remeasurement losses recorded in earnings
|
$
|
156
|
|
|
$
|
43
|
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
One hundred basis points instantaneous increase in interest rates
|
$
|
10.7
|
|
|
$
|
19.4
|
|
One hundred basis points instantaneous decrease in interest rates(a)
|
$
|
(10.7
|
)
|
|
$
|
(19.4
|
)
|
(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.
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Translation (gains) losses recorded in Accumulated other comprehensive loss
|
$
|
291
|
|
|
$
|
(474
|
)
|
Transaction and remeasurement losses, net recorded in earnings
|
$
|
12
|
|
|
$
|
9
|
|
/
s
/ ERNST & YOUNG LLP
|
|
We have served as the Company's auditor since 2017.
|
|
Detroit, Michigan
|
February 6, 2019
|
/
s
/ ERNST & YOUNG LLP
|
|
Detroit, Michigan
|
February 6, 2019
|
/
s
/ Deloitte & Touche LLP
|
|
|
|
Detroit, Michigan
|
|
February 6, 2018 (July 25, 2018 as to Note 25,
Segment Reporting
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales and revenue
|
|
|
|
|
|
||||||
Automotive
|
$
|
133,045
|
|
|
$
|
133,449
|
|
|
$
|
140,205
|
|
GM Financial
|
14,004
|
|
|
12,139
|
|
|
8,979
|
|
|||
Total net sales and revenue (Note 3)
|
147,049
|
|
|
145,588
|
|
|
149,184
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Automotive and other cost of sales
|
120,656
|
|
|
116,229
|
|
|
121,784
|
|
|||
GM Financial interest, operating and other expenses
|
12,298
|
|
|
11,128
|
|
|
8,369
|
|
|||
Automotive and other selling, general and administrative expense
|
9,650
|
|
|
9,570
|
|
|
10,345
|
|
|||
Total costs and expenses
|
142,604
|
|
|
136,927
|
|
|
140,498
|
|
|||
Operating income
|
4,445
|
|
|
8,661
|
|
|
8,686
|
|
|||
Automotive interest expense
|
655
|
|
|
575
|
|
|
563
|
|
|||
Interest income and other non-operating income, net (Note 19)
|
2,596
|
|
|
1,645
|
|
|
1,603
|
|
|||
Equity income (Note 8)
|
2,163
|
|
|
2,132
|
|
|
2,282
|
|
|||
Income before income taxes
|
8,549
|
|
|
11,863
|
|
|
12,008
|
|
|||
Income tax expense (Note 17)
|
474
|
|
|
11,533
|
|
|
2,739
|
|
|||
Income from continuing operations
|
8,075
|
|
|
330
|
|
|
9,269
|
|
|||
Loss from discontinued operations, net of tax (Note 22)
|
70
|
|
|
4,212
|
|
|
1
|
|
|||
Net income (loss)
|
8,005
|
|
|
(3,882
|
)
|
|
9,268
|
|
|||
Net loss attributable to noncontrolling interests
|
9
|
|
|
18
|
|
|
159
|
|
|||
Net income (loss) attributable to stockholders
|
$
|
8,014
|
|
|
$
|
(3,864
|
)
|
|
$
|
9,427
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
7,916
|
|
|
$
|
(3,880
|
)
|
|
$
|
9,427
|
|
|
|
|
|
|
|
||||||
Earnings per share (Note 21)
|
|
|
|
|
|
||||||
Basic earnings per common share
–
continuing operations
|
$
|
5.66
|
|
|
$
|
0.23
|
|
|
$
|
6.12
|
|
Basic loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
2.88
|
|
|
$
|
—
|
|
Basic earnings (loss) per common share
|
$
|
5.61
|
|
|
$
|
(2.65
|
)
|
|
$
|
6.12
|
|
Weighted-average common shares outstanding – basic
|
1,411
|
|
|
1,465
|
|
|
1,540
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per common share
–
continuing operations
|
$
|
5.58
|
|
|
$
|
0.22
|
|
|
$
|
6.00
|
|
Diluted loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
2.82
|
|
|
$
|
—
|
|
Diluted earnings (loss) per common share
|
$
|
5.53
|
|
|
$
|
(2.60
|
)
|
|
$
|
6.00
|
|
Weighted-average common shares outstanding – diluted
|
1,431
|
|
|
1,492
|
|
|
1,570
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
8,005
|
|
|
$
|
(3,882
|
)
|
|
$
|
9,268
|
|
Other comprehensive income (loss), net of tax (Note 20)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments and other
|
(715
|
)
|
|
747
|
|
|
(384
|
)
|
|||
Defined benefit plans
|
(221
|
)
|
|
570
|
|
|
(969
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(936
|
)
|
|
1,317
|
|
|
(1,353
|
)
|
|||
Comprehensive income (loss)
|
7,069
|
|
|
(2,565
|
)
|
|
7,915
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
15
|
|
|
20
|
|
|
218
|
|
|||
Comprehensive income (loss) attributable to stockholders
|
$
|
7,084
|
|
|
$
|
(2,545
|
)
|
|
$
|
8,133
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,844
|
|
|
$
|
15,512
|
|
Marketable securities (Note 4)
|
5,966
|
|
|
8,313
|
|
||
Accounts and notes receivable (net of allowance of $211 and $278)
|
6,549
|
|
|
8,164
|
|
||
GM Financial receivables, net (Note 5; Note 11 at VIEs)
|
26,850
|
|
|
20,521
|
|
||
Inventories (Note 6)
|
9,816
|
|
|
10,663
|
|
||
Equipment on operating leases, net (Note 7)
|
247
|
|
|
1,106
|
|
||
Other current assets (Note 4; Note 11 at VIEs)
|
5,021
|
|
|
4,465
|
|
||
Total current assets
|
75,293
|
|
|
68,744
|
|
||
Non-current Assets
|
|
|
|
||||
GM Financial receivables, net (Note 5; Note 11 at VIEs)
|
25,083
|
|
|
21,208
|
|
||
Equity in net assets of nonconsolidated affiliates (Note 8)
|
9,215
|
|
|
9,073
|
|
||
Property, net (Note 9)
|
38,758
|
|
|
36,253
|
|
||
Goodwill and intangible assets, net (Note 10)
|
5,579
|
|
|
5,849
|
|
||
Equipment on operating leases, net (Note 7; Note 11 at VIEs)
|
43,559
|
|
|
42,882
|
|
||
Deferred income taxes (Note 17)
|
24,082
|
|
|
23,544
|
|
||
Other assets (Note 4; Note 11 at VIEs)
|
5,770
|
|
|
4,929
|
|
||
Total non-current assets
|
152,046
|
|
|
143,738
|
|
||
Total Assets
|
$
|
227,339
|
|
|
$
|
212,482
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable (principally trade)
|
$
|
22,297
|
|
|
$
|
23,929
|
|
Short-term debt and current portion of long-term debt (Note 13)
|
|
|
|
||||
Automotive
|
935
|
|
|
2,515
|
|
||
GM Financial (Note 11 at VIEs)
|
30,956
|
|
|
24,450
|
|
||
Accrued liabilities (Note 12)
|
28,049
|
|
|
25,996
|
|
||
Total current liabilities
|
82,237
|
|
|
76,890
|
|
||
Non-current Liabilities
|
|
|
|
||||
Long-term debt (Note 13)
|
|
|
|
||||
Automotive
|
13,028
|
|
|
10,987
|
|
||
GM Financial (Note 11 at VIEs)
|
60,032
|
|
|
56,267
|
|
||
Postretirement benefits other than pensions (Note 15)
|
5,370
|
|
|
5,998
|
|
||
Pensions (Note 15)
|
11,538
|
|
|
13,746
|
|
||
Other liabilities (Note 12)
|
12,357
|
|
|
12,394
|
|
||
Total non-current liabilities
|
102,325
|
|
|
99,392
|
|
||
Total Liabilities
|
184,562
|
|
|
176,282
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Equity (Note 20)
|
|
|
|
||||
Common stock, $0.01 par value
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
25,563
|
|
|
25,371
|
|
||
Retained earnings
|
22,322
|
|
|
17,627
|
|
||
Accumulated other comprehensive loss
|
(9,039
|
)
|
|
(8,011
|
)
|
||
Total stockholders’ equity
|
38,860
|
|
|
35,001
|
|
||
Noncontrolling interests
|
3,917
|
|
|
1,199
|
|
||
Total Equity
|
42,777
|
|
|
36,200
|
|
||
Total Liabilities and Equity
|
$
|
227,339
|
|
|
$
|
212,482
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
8,075
|
|
|
$
|
330
|
|
|
$
|
9,269
|
|
Depreciation and impairment of Equipment on operating leases, net
|
7,604
|
|
|
6,805
|
|
|
4,804
|
|
|||
Depreciation, amortization and impairment charges on Property, net
|
6,065
|
|
|
5,456
|
|
|
5,015
|
|
|||
Foreign currency remeasurement and transaction losses
|
168
|
|
|
52
|
|
|
229
|
|
|||
Undistributed earnings of nonconsolidated affiliates, net
|
(141
|
)
|
|
(132
|
)
|
|
(15
|
)
|
|||
Pension contributions and OPEB payments
|
(2,069
|
)
|
|
(1,636
|
)
|
|
(3,454
|
)
|
|||
Pension and OPEB income, net
|
(1,280
|
)
|
|
(934
|
)
|
|
(769
|
)
|
|||
Provision (benefit) for deferred taxes
|
(112
|
)
|
|
10,880
|
|
|
2,228
|
|
|||
Change in other operating assets and liabilities (Note 26)
|
(1,376
|
)
|
|
(3,015
|
)
|
|
580
|
|
|||
Other operating activities
|
(1,678
|
)
|
|
(468
|
)
|
|
(894
|
)
|
|||
Net cash provided by operating activities – continuing operations
|
15,256
|
|
|
17,338
|
|
|
16,993
|
|
|||
Net cash used in operating activities – discontinued operations
|
—
|
|
|
(10
|
)
|
|
(386
|
)
|
|||
Net cash provided by operating activities
|
15,256
|
|
|
17,328
|
|
|
16,607
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Expenditures for property
|
(8,761
|
)
|
|
(8,453
|
)
|
|
(8,384
|
)
|
|||
Available-for-sale marketable securities, acquisitions
|
(2,820
|
)
|
|
(5,503
|
)
|
|
(15,182
|
)
|
|||
Trading marketable securities, acquisitions
|
—
|
|
|
—
|
|
|
(262
|
)
|
|||
Available-for-sale marketable securities, liquidations
|
5,108
|
|
|
9,007
|
|
|
10,871
|
|
|||
Trading marketable securities, liquidations
|
—
|
|
|
—
|
|
|
872
|
|
|||
Acquisition of companies/investments, net of cash acquired
|
(83
|
)
|
|
(41
|
)
|
|
(804
|
)
|
|||
Purchases of finance receivables, net
|
(25,671
|
)
|
|
(19,325
|
)
|
|
(14,378
|
)
|
|||
Principal collections and recoveries on finance receivables
|
17,048
|
|
|
12,578
|
|
|
9,899
|
|
|||
Purchases of leased vehicles, net
|
(16,736
|
)
|
|
(19,180
|
)
|
|
(19,495
|
)
|
|||
Proceeds from termination of leased vehicles
|
10,864
|
|
|
6,667
|
|
|
2,554
|
|
|||
Other investing activities
|
122
|
|
|
178
|
|
|
162
|
|
|||
Net cash used in investing activities – continuing operations
|
(20,929
|
)
|
|
(24,072
|
)
|
|
(34,147
|
)
|
|||
Net cash provided by (used in) investing activities – discontinued operations (Note 22)
|
166
|
|
|
(3,500
|
)
|
|
(1,496
|
)
|
|||
Net cash used in investing activities
|
(20,763
|
)
|
|
(27,572
|
)
|
|
(35,643
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
1,186
|
|
|
(140
|
)
|
|
(282
|
)
|
|||
Proceeds from issuance of debt (original maturities greater than three months)
|
43,801
|
|
|
52,187
|
|
|
42,036
|
|
|||
Payments on debt (original maturities greater than three months)
|
(33,323
|
)
|
|
(33,592
|
)
|
|
(20,727
|
)
|
|||
Payments to purchase common stock
|
(190
|
)
|
|
(4,492
|
)
|
|
(2,500
|
)
|
|||
Proceeds from issuance of subsidiary preferred and common stock (Note 20)
|
2,862
|
|
|
985
|
|
|
—
|
|
|||
Dividends paid
|
(2,242
|
)
|
|
(2,233
|
)
|
|
(2,368
|
)
|
|||
Other financing activities
|
(640
|
)
|
|
(305
|
)
|
|
(163
|
)
|
|||
Net cash provided by financing activities – continuing operations
|
11,454
|
|
|
12,410
|
|
|
15,996
|
|
|||
Net cash provided by financing activities – discontinued operations
|
—
|
|
|
174
|
|
|
1,081
|
|
|||
Net cash provided by financing activities
|
11,454
|
|
|
12,584
|
|
|
17,077
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(299
|
)
|
|
348
|
|
|
(213
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
5,648
|
|
|
2,688
|
|
|
(2,172
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
17,848
|
|
|
15,160
|
|
|
17,332
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
23,496
|
|
|
$
|
17,848
|
|
|
$
|
15,160
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 4)
|
$
|
23,496
|
|
|
$
|
17,848
|
|
|
$
|
14,487
|
|
Cash, cash equivalents and restricted cash
–
discontinued operations at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
673
|
|
Significant Non-cash Investing and Financing Activity
|
|
|
|
|
|
|
|
|
|||
Non-cash property additions – continuing operations
|
$
|
3,813
|
|
|
$
|
3,996
|
|
|
$
|
3,897
|
|
Non-cash property additions – discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
868
|
|
Non-cash business acquisition – continuing operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290
|
|
Non-cash proceeds on sale of discontinued operations (Note 22)
|
$
|
—
|
|
|
$
|
808
|
|
|
$
|
—
|
|
|
Common Stockholders’
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
Balance at January 1, 2016
|
$
|
15
|
|
|
$
|
27,607
|
|
|
$
|
20,285
|
|
|
$
|
(8,036
|
)
|
|
$
|
452
|
|
|
$
|
40,323
|
|
Net income
|
—
|
|
|
—
|
|
|
9,427
|
|
|
—
|
|
|
(159
|
)
|
|
9,268
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,294
|
)
|
|
(59
|
)
|
|
(1,353
|
)
|
||||||
Issuance of common stock
|
—
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
290
|
|
||||||
Purchase of common stock
|
—
|
|
|
(1,320
|
)
|
|
(1,180
|
)
|
|
—
|
|
|
—
|
|
|
(2,500
|
)
|
||||||
Exercise of common stock warrants
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||||
Stock based compensation
|
—
|
|
|
317
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
290
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(2,337
|
)
|
|
—
|
|
|
—
|
|
|
(2,337
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
||||||
Balance at December 31, 2016
|
15
|
|
|
26,983
|
|
|
26,168
|
|
|
(9,330
|
)
|
|
239
|
|
|
44,075
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
(3,864
|
)
|
|
—
|
|
|
(18
|
)
|
|
(3,882
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,319
|
|
|
(2
|
)
|
|
1,317
|
|
||||||
Purchase of common stock
|
(1
|
)
|
|
(2,063
|
)
|
|
(2,428
|
)
|
|
—
|
|
|
—
|
|
|
(4,492
|
)
|
||||||
Exercise of common stock warrants
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||||
Issuance of subsidiary preferred stock (Note 20)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
985
|
|
|
985
|
|
||||||
Stock based compensation
|
—
|
|
|
468
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
434
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(2,215
|
)
|
|
—
|
|
|
—
|
|
|
(2,215
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||
Other
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(47
|
)
|
||||||
Balance at December 31, 2017
|
14
|
|
|
25,371
|
|
|
17,627
|
|
|
(8,011
|
)
|
|
1,199
|
|
|
36,200
|
|
||||||
Adoption of accounting standards (Note 2)
|
—
|
|
|
—
|
|
|
(1,046
|
)
|
|
(98
|
)
|
|
—
|
|
|
(1,144
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
8,014
|
|
|
—
|
|
|
(9
|
)
|
|
8,005
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(930
|
)
|
|
(6
|
)
|
|
(936
|
)
|
||||||
Purchase of common stock
|
—
|
|
|
(91
|
)
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
||||||
Issuance of subsidiary preferred and common stock (Note 20)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,862
|
|
|
2,862
|
|
||||||
Stock based compensation
|
—
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(2,144
|
)
|
|
—
|
|
|
—
|
|
|
(2,144
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
(169
|
)
|
||||||
Other
|
—
|
|
|
(4
|
)
|
|
(30
|
)
|
|
—
|
|
|
40
|
|
|
6
|
|
||||||
Balance at December 31, 2018
|
$
|
14
|
|
|
$
|
25,563
|
|
|
$
|
22,322
|
|
|
$
|
(9,039
|
)
|
|
$
|
3,917
|
|
|
$
|
42,777
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Income Statement
|
|
|
|
|
|
||||||
Automotive net sales and revenue
|
$
|
133,045
|
|
|
$
|
132,101
|
|
|
$
|
944
|
|
Automotive and other cost of sales
|
$
|
120,656
|
|
|
$
|
119,635
|
|
|
$
|
1,021
|
|
Income before income taxes
|
$
|
8,549
|
|
|
$
|
8,428
|
|
|
$
|
121
|
|
Net income attributable to stockholders
|
$
|
8,014
|
|
|
$
|
7,906
|
|
|
$
|
108
|
|
|
December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Balance Sheet
|
|
|
|
|
|
||||||
Equipment on operating leases, net
|
$
|
247
|
|
|
$
|
1,182
|
|
|
$
|
(935
|
)
|
Deferred income taxes
|
$
|
24,082
|
|
|
$
|
23,652
|
|
|
$
|
430
|
|
Accrued liabilities
|
$
|
28,049
|
|
|
$
|
26,543
|
|
|
$
|
1,506
|
|
Other liabilities
|
$
|
12,357
|
|
|
$
|
12,792
|
|
|
$
|
(435
|
)
|
Retained earnings
|
$
|
22,322
|
|
|
$
|
23,550
|
|
|
$
|
(1,228
|
)
|
|
December 31, 2017
|
|
Adjustment due to ASU 2014-09
|
|
Adjustment due to ASU 2016-01, ASU 2017-12 and ASU 2018-02
|
|
January 1, 2018
|
||||||||
Deferred income taxes
|
$
|
23,544
|
|
|
$
|
444
|
|
|
$
|
(63
|
)
|
|
$
|
23,925
|
|
Other assets
|
$
|
4,929
|
|
|
$
|
195
|
|
|
$
|
242
|
|
|
$
|
5,366
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
24,450
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
24,437
|
|
Accrued liabilities
|
$
|
25,996
|
|
|
$
|
2,328
|
|
|
$
|
—
|
|
|
$
|
28,324
|
|
Other liabilities
|
$
|
12,394
|
|
|
$
|
(235
|
)
|
|
$
|
—
|
|
|
$
|
12,159
|
|
Retained earnings
|
$
|
17,627
|
|
|
$
|
(1,336
|
)
|
|
$
|
290
|
|
|
$
|
16,581
|
|
Accumulated other comprehensive loss
|
$
|
(8,011
|
)
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
|
$
|
(8,109
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||
Vehicle, parts and accessories
|
$
|
107,217
|
|
|
$
|
17,980
|
|
|
$
|
20
|
|
|
$
|
125,217
|
|
|
$
|
—
|
|
|
$
|
(62
|
)
|
|
$
|
125,155
|
|
Used vehicles
|
3,215
|
|
|
175
|
|
|
—
|
|
|
3,390
|
|
|
—
|
|
|
(36
|
)
|
|
3,354
|
|
|||||||
Services and other
|
3,360
|
|
|
993
|
|
|
183
|
|
|
4,536
|
|
|
—
|
|
|
—
|
|
|
4,536
|
|
|||||||
Automotive net sales and revenue
|
113,792
|
|
|
19,148
|
|
|
203
|
|
|
133,143
|
|
|
—
|
|
|
(98
|
)
|
|
133,045
|
|
|||||||
Leased vehicle income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,963
|
|
|
—
|
|
|
9,963
|
|
|||||||
Finance charge income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,629
|
|
|
(8
|
)
|
|
3,621
|
|
|||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424
|
|
|
(4
|
)
|
|
420
|
|
|||||||
GM Financial net sales and revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,016
|
|
|
(12
|
)
|
|
14,004
|
|
|||||||
Net sales and revenue
|
$
|
113,792
|
|
|
$
|
19,148
|
|
|
$
|
203
|
|
|
$
|
133,143
|
|
|
$
|
14,016
|
|
|
$
|
(110
|
)
|
|
$
|
147,049
|
|
|
Fair Value Level
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
|
|
|
|
|
||||
Cash and time deposits(a)
|
|
|
$
|
7,254
|
|
|
$
|
6,962
|
|
Available-for-sale debt securities
|
|
|
|
|
|
||||
U.S. government and agencies
|
2
|
|
4,656
|
|
|
750
|
|
||
Corporate debt
|
2
|
|
3,791
|
|
|
3,032
|
|
||
Sovereign debt
|
2
|
|
1,976
|
|
|
1,954
|
|
||
Total available-for-sale debt securities – cash equivalents
|
|
|
10,423
|
|
|
5,736
|
|
||
Money market funds
|
1
|
|
3,167
|
|
|
2,814
|
|
||
Total cash and cash equivalents(b)
|
|
|
$
|
20,844
|
|
|
$
|
15,512
|
|
Marketable debt securities
|
|
|
|
|
|
||||
U.S. government and agencies
|
2
|
|
$
|
1,230
|
|
|
$
|
3,310
|
|
Corporate debt
|
2
|
|
3,478
|
|
|
3,665
|
|
||
Mortgage and asset-backed
|
2
|
|
695
|
|
|
635
|
|
||
Sovereign debt
|
2
|
|
563
|
|
|
703
|
|
||
Total available-for-sale debt securities – marketable securities
|
|
|
$
|
5,966
|
|
|
$
|
8,313
|
|
Restricted cash
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
$
|
260
|
|
|
$
|
219
|
|
Money market funds
|
1
|
|
2,392
|
|
|
2,117
|
|
||
Total restricted cash
|
|
|
$
|
2,652
|
|
|
$
|
2,336
|
|
|
|
|
|
|
|
|
|
||
Available-for-sale debt securities included above with contractual maturities(c)
|
|
|
|
|
|
|
|
||
Due in one year or less
|
|
|
$
|
11,288
|
|
|
|
||
Due between one and five years
|
|
|
4,406
|
|
|
|
|||
Total available-for-sale debt securities with contractual maturities
|
|
|
$
|
15,694
|
|
|
|
(a)
|
Includes
$616 million
that is designated exclusively to fund capital expenditures in GM Korea at December 31, 2018. Refer to
Note 20
for additional information.
|
(b)
|
Includes
$2.3 billion
in GM Cruise at December 31, 2018. Refer to
Note 20
for additional information.
|
(c)
|
Excludes mortgage and asset-backed securities.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
20,844
|
|
|
$
|
15,512
|
|
Restricted cash included in Other current assets
|
2,083
|
|
|
1,745
|
|
||
Restricted cash included in Other assets
|
569
|
|
|
591
|
|
||
Total
|
$
|
23,496
|
|
|
$
|
17,848
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Retail
|
|
Commercial(a)
|
|
Total
|
|
Retail
|
|
Commercial(a)
|
|
Total
|
||||||||||||
Finance receivables, collectively evaluated for impairment, net of fees
|
$
|
38,220
|
|
|
$
|
12,235
|
|
|
$
|
50,455
|
|
|
$
|
30,486
|
|
|
$
|
9,935
|
|
|
$
|
40,421
|
|
Finance receivables, individually evaluated for impairment, net of fees
|
2,348
|
|
|
41
|
|
|
2,389
|
|
|
2,228
|
|
|
22
|
|
|
2,250
|
|
||||||
GM Financial receivables
|
40,568
|
|
|
12,276
|
|
|
52,844
|
|
|
32,714
|
|
|
9,957
|
|
|
42,671
|
|
||||||
Less: allowance for loan losses
|
(844
|
)
|
|
(67
|
)
|
|
(911
|
)
|
|
(889
|
)
|
|
(53
|
)
|
|
(942
|
)
|
||||||
GM Financial receivables, net
|
$
|
39,724
|
|
|
$
|
12,209
|
|
|
$
|
51,933
|
|
|
$
|
31,825
|
|
|
$
|
9,904
|
|
|
$
|
41,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of GM Financial receivables utilizing Level 2 inputs
|
|
|
|
|
$
|
12,209
|
|
|
|
|
|
|
$
|
9,904
|
|
||||||||
Fair value of GM Financial receivables utilizing Level 3 inputs
|
|
|
|
|
$
|
39,430
|
|
|
|
|
|
|
$
|
31,831
|
|
(a)
|
Net of dealer cash management balances of
$922 million
and
$536 million
at December 31, 2018 and 2017.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Allowance for loan losses at beginning of period
|
$
|
942
|
|
|
$
|
805
|
|
|
$
|
749
|
|
Provision for loan losses
|
642
|
|
|
757
|
|
|
644
|
|
|||
Charge-offs
|
(1,199
|
)
|
|
(1,173
|
)
|
|
(1,137
|
)
|
|||
Recoveries
|
536
|
|
|
552
|
|
|
542
|
|
|||
Effect of foreign currency
|
(10
|
)
|
|
1
|
|
|
7
|
|
|||
Allowance for loan losses at end of period
|
$
|
911
|
|
|
$
|
942
|
|
|
$
|
805
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Percent of Contractual Amount Due
|
|
Amount
|
|
Percent of Contractual Amount Due
|
||||||
31-to-60 days delinquent
|
$
|
1,349
|
|
|
3.3
|
%
|
|
$
|
1,334
|
|
|
4.1
|
%
|
Greater-than-60 days delinquent
|
547
|
|
|
1.4
|
%
|
|
559
|
|
|
1.7
|
%
|
||
Total finance receivables more than 30 days delinquent
|
1,896
|
|
|
4.7
|
%
|
|
1,893
|
|
|
5.8
|
%
|
||
In repossession
|
44
|
|
|
0.1
|
%
|
|
27
|
|
|
—
|
%
|
||
Total finance receivables more than 30 days delinquent or in repossession
|
$
|
1,940
|
|
|
4.8
|
%
|
|
$
|
1,920
|
|
|
5.8
|
%
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Group I
|
–
Dealers with superior financial metrics
|
$
|
2,192
|
|
|
$
|
1,915
|
|
Group II
|
–
Dealers with strong financial metrics
|
4,399
|
|
|
3,465
|
|
||
Group III
|
–
Dealers with fair financial metrics
|
4,064
|
|
|
3,239
|
|
||
Group IV
|
–
Dealers with weak financial metrics
|
1,116
|
|
|
997
|
|
||
Group V
|
–
Dealers warranting special mention due to elevated risks
|
422
|
|
|
260
|
|
||
Group VI
|
–
Dealers with loans classified as substandard, doubtful or impaired
|
83
|
|
|
81
|
|
||
|
|
$
|
12,276
|
|
|
$
|
9,957
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Consolidated Balance Sheets
|
|
|
|
||||
Commercial finance receivables, net due from GM consolidated dealers
|
$
|
445
|
|
|
$
|
355
|
|
Direct-financing lease receivables from GM subsidiaries
|
$
|
134
|
|
|
$
|
88
|
|
Subvention receivable(a)
|
$
|
727
|
|
|
$
|
306
|
|
Commercial loan funding payable
|
$
|
61
|
|
|
$
|
90
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated Statements of Income
|
|
|
|
|
|
||||||
Interest subvention earned on finance receivables
|
$
|
554
|
|
|
$
|
492
|
|
|
$
|
387
|
|
Leased vehicle subvention earned
|
$
|
3,274
|
|
|
$
|
3,046
|
|
|
$
|
2,232
|
|
(a)
|
Cash paid by Automotive segments to GM Financial for subvention was
$3.8 billion
,
$4.3 billion
, and
$4.2 billion
during
2018
,
2017
and 2016.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Total productive material, supplies and work in process
|
$
|
4,274
|
|
|
$
|
4,203
|
|
Finished product, including service parts
|
5,542
|
|
|
6,460
|
|
||
Total inventories
|
$
|
9,816
|
|
|
$
|
10,663
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Equipment on operating leases
|
$
|
55,282
|
|
|
$
|
53,947
|
|
Less: accumulated depreciation
|
(11,476
|
)
|
|
(9,959
|
)
|
||
Equipment on operating leases, net(a)
|
$
|
43,806
|
|
|
$
|
43,988
|
|
(a)
|
Includes
$43.6 billion
and
$42.9 billion
of GM Financial Equipment on operating leases, net at
December 31, 2018
and
2017
.
|
|
Years Ending December 31,
|
||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
Minimum rental receipts under operating leases
|
$
|
6,733
|
|
|
$
|
4,141
|
|
|
$
|
1,568
|
|
|
$
|
155
|
|
|
$
|
9
|
|
|
$
|
12,606
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Automotive China equity income
|
$
|
1,981
|
|
|
$
|
1,976
|
|
|
$
|
1,973
|
|
Other joint ventures equity income
|
182
|
|
|
156
|
|
|
309
|
|
|||
Total Equity income
|
$
|
2,163
|
|
|
$
|
2,132
|
|
|
$
|
2,282
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Automotive China carrying amount
|
$
|
7,779
|
|
|
$
|
7,832
|
|
Other investments carrying amount
|
1,436
|
|
|
1,241
|
|
||
Total equity in net assets of nonconsolidated affiliates
|
$
|
9,215
|
|
|
$
|
9,073
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||
Automotive China JVs
|
|
|
|
||
SAIC General Motors Corp., Ltd. (SGM)
|
50
|
%
|
|
50
|
%
|
FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM)
|
50
|
%
|
|
50
|
%
|
Pan Asia Technical Automotive Center Co., Ltd.
|
50
|
%
|
|
50
|
%
|
SAIC General Motors Sales Co., Ltd.
|
49
|
%
|
|
49
|
%
|
SAIC GM Wuling Automobile Co., Ltd. (SGMW)
|
44
|
%
|
|
44
|
%
|
Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar)
|
40
|
%
|
|
40
|
%
|
SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom)
|
25
|
%
|
|
25
|
%
|
SAIC GM Dong Yue Motors Co., Ltd. (SGM DY)
|
25
|
%
|
|
25
|
%
|
SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT)
|
25
|
%
|
|
25
|
%
|
Other joint ventures
|
|
|
|
||
SAIC-GMAC
|
35
|
%
|
|
35
|
%
|
SAIC-GMF Leasing Co., Ltd.
|
35
|
%
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Automotive China JVs
|
|
Others
|
|
Total
|
|
Automotive China JVs
|
|
Others
|
|
Total
|
||||||||||||
Summarized Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
$
|
16,506
|
|
|
$
|
16,234
|
|
|
$
|
32,740
|
|
|
$
|
17,370
|
|
|
$
|
13,484
|
|
|
$
|
30,854
|
|
Non-current assets
|
14,012
|
|
|
3,870
|
|
|
17,882
|
|
|
14,188
|
|
|
3,409
|
|
|
17,597
|
|
||||||
Total assets
|
$
|
30,518
|
|
|
$
|
20,104
|
|
|
$
|
50,622
|
|
|
$
|
31,558
|
|
|
$
|
16,893
|
|
|
$
|
48,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
$
|
21,574
|
|
|
$
|
13,985
|
|
|
$
|
35,559
|
|
|
$
|
22,642
|
|
|
$
|
12,255
|
|
|
$
|
34,897
|
|
Non-current liabilities
|
1,689
|
|
|
2,826
|
|
|
4,515
|
|
|
1,639
|
|
|
1,903
|
|
|
3,542
|
|
||||||
Total liabilities
|
$
|
23,263
|
|
|
$
|
16,811
|
|
|
$
|
40,074
|
|
|
$
|
24,281
|
|
|
$
|
14,158
|
|
|
$
|
38,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interests
|
$
|
865
|
|
|
$
|
1
|
|
|
$
|
866
|
|
|
$
|
871
|
|
|
$
|
1
|
|
|
$
|
872
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Summarized Operating Data
|
|
|
|
|
|
||||||
Automotive China JVs' net sales
|
$
|
50,316
|
|
|
$
|
50,065
|
|
|
$
|
47,150
|
|
Others' net sales
|
1,721
|
|
|
2,542
|
|
|
2,412
|
|
|||
Total net sales
|
$
|
52,037
|
|
|
$
|
52,607
|
|
|
$
|
49,562
|
|
|
|
|
|
|
|
|
|
|
|||
Automotive China JVs' net income
|
$
|
3,992
|
|
|
$
|
3,984
|
|
|
$
|
4,117
|
|
Others' net income
|
536
|
|
|
648
|
|
|
378
|
|
|||
Total net income
|
$
|
4,528
|
|
|
$
|
4,632
|
|
|
$
|
4,495
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Automotive sales and revenue
|
$
|
406
|
|
|
$
|
923
|
|
|
$
|
889
|
|
Automotive purchases, net
|
$
|
1,155
|
|
|
$
|
674
|
|
|
$
|
803
|
|
Dividends received
|
$
|
2,022
|
|
|
$
|
2,000
|
|
|
$
|
2,120
|
|
Operating cash flows
|
$
|
657
|
|
|
$
|
2,321
|
|
|
$
|
2,512
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accounts and notes receivable, net
|
$
|
979
|
|
|
$
|
780
|
|
Accounts payable
|
$
|
163
|
|
|
$
|
534
|
|
Undistributed earnings
|
$
|
2,331
|
|
|
$
|
2,184
|
|
|
Estimated Useful Lives in Years
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
|
|
$
|
1,349
|
|
|
$
|
1,647
|
|
Buildings and improvements
|
5-40
|
|
9,173
|
|
|
7,471
|
|
||
Machinery and equipment
|
3-27
|
|
26,453
|
|
|
23,915
|
|
||
Special tools
|
1-13
|
|
23,828
|
|
|
21,113
|
|
||
Construction in progress
|
|
|
4,680
|
|
|
6,188
|
|
||
Total property
|
|
|
65,483
|
|
|
60,334
|
|
||
Less: accumulated depreciation
|
|
|
(26,725
|
)
|
|
(24,081
|
)
|
||
Total property, net
|
|
|
$
|
38,758
|
|
|
$
|
36,253
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization expense
|
$
|
5,347
|
|
|
$
|
4,966
|
|
|
$
|
4,622
|
|
Impairment charges
|
$
|
466
|
|
|
$
|
199
|
|
|
$
|
68
|
|
Capitalized software amortization expense(a)
|
$
|
424
|
|
|
$
|
459
|
|
|
$
|
458
|
|
(a)
|
Included in depreciation and amortization expense.
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Technology and intellectual property
|
$
|
734
|
|
|
$
|
457
|
|
|
$
|
277
|
|
|
$
|
8,092
|
|
|
$
|
7,735
|
|
|
$
|
357
|
|
Brands
|
4,299
|
|
|
1,165
|
|
|
3,134
|
|
|
4,302
|
|
|
1,044
|
|
|
3,258
|
|
||||||
Dealer network, customer relationships and other
|
968
|
|
|
661
|
|
|
307
|
|
|
1,310
|
|
|
933
|
|
|
377
|
|
||||||
Total intangible assets
|
$
|
6,001
|
|
|
$
|
2,283
|
|
|
$
|
3,718
|
|
|
$
|
13,704
|
|
|
$
|
9,712
|
|
|
$
|
3,992
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Restricted cash
–
current
|
$
|
1,876
|
|
|
$
|
1,740
|
|
Restricted cash
–
non-current
|
$
|
504
|
|
|
$
|
527
|
|
GM Financial receivables, net of fees
–
current
|
$
|
18,304
|
|
|
$
|
15,141
|
|
GM Financial receivables, net of fees
–
non-current
|
$
|
14,008
|
|
|
$
|
12,944
|
|
GM Financial equipment on operating leases, net
|
$
|
21,781
|
|
|
$
|
22,222
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
21,087
|
|
|
$
|
18,972
|
|
GM Financial long-term debt
|
$
|
21,417
|
|
|
$
|
20,356
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accrued liabilities
|
|
|
|
||||
Dealer and customer allowances, claims and discounts
|
$
|
11,611
|
|
|
$
|
8,523
|
|
Deposits primarily from rental car companies
|
405
|
|
|
2,113
|
|
||
Deferred revenue
|
3,504
|
|
|
3,400
|
|
||
Product warranty and related liabilities
|
2,788
|
|
|
2,994
|
|
||
Payrolls and employee benefits excluding postemployment benefits
|
2,233
|
|
|
2,594
|
|
||
Other
|
7,508
|
|
|
6,372
|
|
||
Total accrued liabilities
|
$
|
28,049
|
|
|
$
|
25,996
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
||||
Deferred revenue
|
$
|
2,959
|
|
|
$
|
2,887
|
|
Product warranty and related liabilities
|
4,802
|
|
|
5,338
|
|
||
Employee benefits excluding postemployment benefits
|
658
|
|
|
680
|
|
||
Postemployment benefits including facility idling reserves
|
875
|
|
|
574
|
|
||
Other
|
3,063
|
|
|
2,915
|
|
||
Total other liabilities
|
$
|
12,357
|
|
|
$
|
12,394
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Product Warranty and Related Liabilities
|
|
|
|
|
|
||||||
Warranty balance at beginning of period
|
$
|
8,332
|
|
|
$
|
9,069
|
|
|
$
|
8,550
|
|
Warranties issued and assumed in period – recall campaigns
|
665
|
|
|
678
|
|
|
899
|
|
|||
Warranties issued and assumed in period – product warranty
|
2,143
|
|
|
2,123
|
|
|
2,338
|
|
|||
Payments
|
(2,903
|
)
|
|
(3,129
|
)
|
|
(3,375
|
)
|
|||
Adjustments to pre-existing warranties
|
(464
|
)
|
|
(495
|
)
|
|
636
|
|
|||
Effect of foreign currency and other
|
(183
|
)
|
|
86
|
|
|
21
|
|
|||
Warranty balance at end of period
|
$
|
7,590
|
|
|
$
|
8,332
|
|
|
$
|
9,069
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Secured debt
|
$
|
143
|
|
|
$
|
204
|
|
Unsecured debt
|
13,292
|
|
|
12,579
|
|
||
Capital leases
|
528
|
|
|
719
|
|
||
Total automotive debt(a)
|
$
|
13,963
|
|
|
$
|
13,502
|
|
|
|
|
|
||||
Fair value utilizing Level 1 inputs
|
$
|
11,693
|
|
|
$
|
13,202
|
|
Fair value utilizing Level 2 inputs
|
1,838
|
|
|
1,886
|
|
||
Fair value of automotive debt
|
$
|
13,531
|
|
|
$
|
15,088
|
|
|
|
|
|
||||
Available under credit facility agreements
|
$
|
14,167
|
|
|
$
|
14,067
|
|
Interest rate range on outstanding debt(b)
|
0.0-18.5%
|
|
|
0.0-21.8%
|
|
||
Weighted-average interest rate on outstanding short-term debt(b)
|
6.6
|
%
|
|
4.7
|
%
|
||
Weighted-average interest rate on outstanding long-term debt(b)
|
5.2
|
%
|
|
5.2
|
%
|
(a)
|
Includes net discount and debt issuance costs of
$499 million
at
December 31, 2018
and
2017
.
|
(b)
|
Includes coupon rates on debt denominated in various foreign currencies and interest free loans and the impact of reclassification of
$1.5 billion
of senior unsecured notes from long-term to short-term in the year ended December 31, 2017.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Secured debt
|
$
|
42,835
|
|
|
$
|
42,835
|
|
|
$
|
39,887
|
|
|
$
|
39,948
|
|
Unsecured debt
|
48,153
|
|
|
47,556
|
|
|
40,830
|
|
|
41,989
|
|
||||
Total GM Financial debt
|
$
|
90,988
|
|
|
$
|
90,391
|
|
|
$
|
80,717
|
|
|
$
|
81,937
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
88,305
|
|
|
|
|
$
|
79,623
|
|
||||
Fair value utilizing Level 3 inputs
|
|
|
$
|
2,086
|
|
|
|
|
$
|
2,314
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Automotive interest expense
|
$
|
655
|
|
|
$
|
575
|
|
|
$
|
563
|
|
Automotive Financing - GM Financial interest expense
|
3,225
|
|
|
2,566
|
|
|
1,972
|
|
|||
Total interest expense
|
$
|
3,880
|
|
|
$
|
3,141
|
|
|
$
|
2,535
|
|
|
Automotive
|
|
Automotive Financing(a)
|
|
Total
|
||||||
2019
|
$
|
949
|
|
|
$
|
31,045
|
|
|
$
|
31,994
|
|
2020
|
589
|
|
|
23,153
|
|
|
23,742
|
|
|||
2021
|
505
|
|
|
15,038
|
|
|
15,543
|
|
|||
2022
|
49
|
|
|
7,430
|
|
|
7,479
|
|
|||
2023
|
1,544
|
|
|
5,083
|
|
|
6,627
|
|
|||
Thereafter
|
10,826
|
|
|
9,937
|
|
|
20,763
|
|
|||
|
$
|
14,462
|
|
|
$
|
91,686
|
|
|
$
|
106,148
|
|
(a)
|
Secured debt, credit facilities and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.
|
|
Fair Value Level
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Derivatives not designated as hedges(a)
|
|
|
|
|
|
||||
Foreign currency
|
2
|
|
$
|
2,710
|
|
|
$
|
4,022
|
|
Commodity
|
2
|
|
658
|
|
|
606
|
|
||
PSA Warrants(b)
|
2
|
|
45
|
|
|
48
|
|
||
Total derivative financial instruments
|
|
|
$
|
3,413
|
|
|
$
|
4,676
|
|
(a)
|
The fair value of these derivative instruments at
December 31, 2018
and
2017
and the gains/losses included in our consolidated income statements for the years ended
December 31, 2018
,
2017
and 2016 were insignificant, unless otherwise noted.
|
(b)
|
The fair value of the PSA warrants located in Other assets was
$827 million
and
$764 million
at
December 31, 2018
and
2017
. We recorded insignificant amounts in Interest income and other non-operating income, net for the years ended
December 31, 2018
and
2017
.
|
|
Fair Value Level
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as hedges(a)(b)
|
|
|
|
|
|
||||
Fair value hedges – interest rate swaps(c)
|
2
|
|
$
|
9,533
|
|
|
$
|
11,110
|
|
Fair value hedges – foreign currency swaps(c)
|
2
|
|
1,829
|
|
|
—
|
|
||
Cash flow hedges
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
2
|
|
768
|
|
|
2,177
|
|
||
Foreign currency swaps
|
2
|
|
2,075
|
|
|
1,574
|
|
||
Derivatives not designated as hedges(a)(b)
|
|
|
|
|
|
||||
Interest rate contracts(d)
|
2
|
|
99,666
|
|
|
81,938
|
|
||
Foreign currency swaps
|
2
|
|
—
|
|
|
1,201
|
|
||
Total derivative financial instruments(e)
|
|
|
$
|
113,871
|
|
|
$
|
98,000
|
|
(a)
|
The fair value of these derivative instruments at
December 31, 2018
and
2017
and the gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended
December 31, 2018
,
2017
and 2016 were insignificant, unless otherwise noted.
|
(b)
|
Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.
|
(c)
|
The fair value of these derivative instruments located in Other liabilities was
$291 million
and
$290 million
at
December 31, 2018
and
2017
. The fair value of these derivative instruments located in Other assets were insignificant at
December 31, 2018
and
2017
.
|
(d)
|
The fair value of these derivative instruments located in Other assets was
$372 million
and
$329 million
at
December 31, 2018
and
2017
. The fair value of these derivative instruments located in Other liabilities was
$520
million and
$207 million
at
December 31, 2018
and
2017
.
|
(e)
|
We held insignificant amounts and posted
$451 million
and
$299 million
of collateral available for netting at
December 31, 2018
and
2017
.
|
|
December 31, 2018
|
||||||
|
Carrying Amount of Hedged Items
|
|
Cumulative Amount of Fair Value Hedging Adjustments(a)
|
||||
GM Financial long-term debt
|
$
|
17,923
|
|
|
$
|
459
|
|
(a)
|
Includes
$247 million
of adjustments remaining on hedged items for which hedge accounting has been discontinued.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. hourly and salaried
|
$
|
76
|
|
|
$
|
77
|
|
|
$
|
2,054
|
|
Non-U.S.
|
1,624
|
|
|
1,153
|
|
|
1,022
|
|
|||
Total
|
$
|
1,700
|
|
|
$
|
1,230
|
|
|
$
|
3,076
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||
|
Pension Benefits
|
|
Global OPEB Plans
|
|
Pension Benefits
|
|
Global OPEB Plans
|
||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|
U.S.
|
|
Non-U.S.
|
|
||||||||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning benefit obligation
|
$
|
68,450
|
|
|
$
|
22,789
|
|
|
$
|
6,374
|
|
|
$
|
68,827
|
|
|
$
|
21,156
|
|
|
$
|
6,180
|
|
Service cost
|
209
|
|
|
149
|
|
|
20
|
|
|
203
|
|
|
180
|
|
|
19
|
|
||||||
Interest cost
|
2,050
|
|
|
464
|
|
|
195
|
|
|
2,145
|
|
|
473
|
|
|
202
|
|
||||||
Actuarial (gains) losses
|
(4,449
|
)
|
|
(272
|
)
|
|
(389
|
)
|
|
2,885
|
|
|
561
|
|
|
311
|
|
||||||
Benefits paid
|
(4,898
|
)
|
|
(1,595
|
)
|
|
(388
|
)
|
|
(5,067
|
)
|
|
(1,369
|
)
|
|
(426
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
(1,452
|
)
|
|
(106
|
)
|
|
—
|
|
|
1,953
|
|
|
78
|
|
||||||
Curtailments, settlements and other
|
(172
|
)
|
|
(179
|
)
|
|
38
|
|
|
(543
|
)
|
|
(165
|
)
|
|
10
|
|
||||||
Ending benefit obligation
|
61,190
|
|
|
19,904
|
|
|
5,744
|
|
|
68,450
|
|
|
22,789
|
|
|
6,374
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning fair value of plan assets
|
62,639
|
|
|
14,495
|
|
|
—
|
|
|
61,622
|
|
|
12,799
|
|
|
—
|
|
||||||
Actual return on plan assets
|
(1,419
|
)
|
|
301
|
|
|
—
|
|
|
6,549
|
|
|
1,025
|
|
|
—
|
|
||||||
Employer contributions
|
76
|
|
|
1,624
|
|
|
369
|
|
|
77
|
|
|
1,153
|
|
|
406
|
|
||||||
Benefits paid
|
(4,898
|
)
|
|
(1,595
|
)
|
|
(388
|
)
|
|
(5,067
|
)
|
|
(1,369
|
)
|
|
(426
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
(1,106
|
)
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|
—
|
|
||||||
Settlements and other
|
(296
|
)
|
|
(191
|
)
|
|
19
|
|
|
(542
|
)
|
|
(120
|
)
|
|
20
|
|
||||||
Ending fair value of plan assets
|
56,102
|
|
|
13,528
|
|
|
—
|
|
|
62,639
|
|
|
14,495
|
|
|
—
|
|
||||||
Ending funded status
|
$
|
(5,088
|
)
|
|
$
|
(6,376
|
)
|
|
$
|
(5,744
|
)
|
|
$
|
(5,811
|
)
|
|
$
|
(8,294
|
)
|
|
$
|
(6,374
|
)
|
Amounts recorded in the consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
—
|
|
Current liabilities
|
(73
|
)
|
|
(349
|
)
|
|
(374
|
)
|
|
(71
|
)
|
|
(355
|
)
|
|
(376
|
)
|
||||||
Non-current liabilities
|
(5,015
|
)
|
|
(6,523
|
)
|
|
(5,370
|
)
|
|
(5,740
|
)
|
|
(8,006
|
)
|
|
(5,998
|
)
|
||||||
Net amount recorded
|
$
|
(5,088
|
)
|
|
$
|
(6,376
|
)
|
|
$
|
(5,744
|
)
|
|
$
|
(5,811
|
)
|
|
$
|
(8,294
|
)
|
|
$
|
(6,374
|
)
|
Amounts recorded in Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
(752
|
)
|
|
$
|
(3,983
|
)
|
|
$
|
(752
|
)
|
|
$
|
114
|
|
|
$
|
(4,163
|
)
|
|
$
|
(1,186
|
)
|
Net prior service (cost) credit
|
19
|
|
|
(64
|
)
|
|
34
|
|
|
23
|
|
|
(26
|
)
|
|
55
|
|
||||||
Total recorded in Accumulated other comprehensive loss
|
$
|
(733
|
)
|
|
$
|
(4,047
|
)
|
|
$
|
(718
|
)
|
|
$
|
137
|
|
|
$
|
(4,189
|
)
|
|
$
|
(1,131
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
ABO
|
$
|
61,177
|
|
|
$
|
19,822
|
|
|
$
|
68,437
|
|
|
$
|
22,650
|
|
Plans with ABO in excess of plan assets
|
|
|
|
|
|
|
|
||||||||
ABO
|
$
|
61,177
|
|
|
$
|
10,289
|
|
|
$
|
68,437
|
|
|
$
|
21,679
|
|
Fair value of plan assets
|
$
|
56,102
|
|
|
$
|
3,485
|
|
|
$
|
62,639
|
|
|
$
|
13,408
|
|
Plans with PBO in excess of plan assets
|
|
|
|
|
|
|
|
||||||||
PBO
|
$
|
61,190
|
|
|
$
|
10,356
|
|
|
$
|
68,450
|
|
|
$
|
21,822
|
|
Fair value of plan assets
|
$
|
56,102
|
|
|
$
|
3,485
|
|
|
$
|
62,639
|
|
|
$
|
13,411
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||||||
|
Pension Benefits
|
|
Global OPEB Plans
|
|
Pension Benefits
|
|
Global OPEB Plans
|
|
Pension Benefits
|
|
Global OPEB Plans
|
||||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|
U.S.
|
|
Non-U.S.
|
|
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||||
Components of expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
330
|
|
|
$
|
163
|
|
|
$
|
20
|
|
|
$
|
315
|
|
|
$
|
199
|
|
|
$
|
19
|
|
|
$
|
381
|
|
|
$
|
273
|
|
|
$
|
18
|
|
Interest cost
|
2,050
|
|
|
464
|
|
|
195
|
|
|
2,145
|
|
|
473
|
|
|
202
|
|
|
2,212
|
|
|
527
|
|
|
201
|
|
|||||||||
Expected return on plan assets
|
(3,890
|
)
|
|
(825
|
)
|
|
—
|
|
|
(3,677
|
)
|
|
(750
|
)
|
|
—
|
|
|
(3,778
|
)
|
|
(733
|
)
|
|
—
|
|
|||||||||
Amortization of net actuarial (gains) losses
|
10
|
|
|
144
|
|
|
54
|
|
|
(6
|
)
|
|
157
|
|
|
23
|
|
|
(25
|
)
|
|
137
|
|
|
19
|
|
|||||||||
Curtailments, settlements and other
|
(19
|
)
|
|
43
|
|
|
(19
|
)
|
|
(37
|
)
|
|
8
|
|
|
(5
|
)
|
|
(4
|
)
|
|
16
|
|
|
(13
|
)
|
|||||||||
Net periodic pension and OPEB (income) expense
|
$
|
(1,519
|
)
|
|
$
|
(11
|
)
|
|
$
|
250
|
|
|
$
|
(1,260
|
)
|
|
$
|
87
|
|
|
$
|
239
|
|
|
$
|
(1,214
|
)
|
|
$
|
220
|
|
|
$
|
225
|
|
Weighted-average assumptions used to determine benefit obligations(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
4.22
|
%
|
|
2.86
|
%
|
|
4.19
|
%
|
|
3.53
|
%
|
|
2.66
|
%
|
|
3.52
|
%
|
|
3.92
|
%
|
|
2.88
|
%
|
|
3.93
|
%
|
|||||||||
Weighted-average assumptions used to determine net expense(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
3.19
|
%
|
|
2.99
|
%
|
|
3.29
|
%
|
|
3.35
|
%
|
|
2.94
|
%
|
|
3.39
|
%
|
|
3.36
|
%
|
|
3.14
|
%
|
|
3.49
|
%
|
|||||||||
Expected rate of return on plan assets
|
6.61
|
%
|
|
6.09
|
%
|
|
N/A
|
|
|
6.23
|
%
|
|
5.82
|
%
|
|
N/A
|
|
|
6.33
|
%
|
|
6.07
|
%
|
|
N/A
|
|
(a)
|
The rate of compensation increase does not have a significant effect on our U.S. pension and OPEB plans.
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Equity
|
12
|
%
|
|
14
|
%
|
|
15
|
%
|
|
18
|
%
|
Debt
|
64
|
%
|
|
66
|
%
|
|
61
|
%
|
|
56
|
%
|
Other(a)
|
24
|
%
|
|
20
|
%
|
|
24
|
%
|
|
26
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
U.S. Pension Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common and preferred stocks
|
$
|
4,914
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
$
|
4,934
|
|
|
$
|
8,892
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
8,911
|
|
Government and agency debt securities(a)
|
—
|
|
|
12,077
|
|
|
—
|
|
|
12,077
|
|
|
—
|
|
|
12,116
|
|
|
—
|
|
|
12,116
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
24,645
|
|
|
—
|
|
|
24,645
|
|
|
—
|
|
|
26,122
|
|
|
—
|
|
|
26,122
|
|
||||||||
Other investments, net
|
350
|
|
|
80
|
|
|
371
|
|
|
801
|
|
|
552
|
|
|
119
|
|
|
395
|
|
|
1,066
|
|
||||||||
Net plan assets subject to leveling
|
$
|
5,264
|
|
|
$
|
36,820
|
|
|
$
|
373
|
|
|
42,457
|
|
|
$
|
9,444
|
|
|
$
|
38,374
|
|
|
$
|
397
|
|
|
48,215
|
|
||
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment funds
|
|
|
|
|
|
|
6,465
|
|
|
|
|
|
|
|
|
6,632
|
|
||||||||||||||
Private equity and debt investments
|
|
|
|
|
|
|
3,021
|
|
|
|
|
|
|
|
|
3,539
|
|
||||||||||||||
Real estate investments
|
|
|
|
|
|
|
3,504
|
|
|
|
|
|
|
|
|
3,351
|
|
||||||||||||||
Total plan assets measured at net asset value
|
|
|
|
|
|
|
12,990
|
|
|
|
|
|
|
|
|
13,522
|
|
||||||||||||||
Other plan assets, net(b)
|
|
|
|
|
|
|
655
|
|
|
|
|
|
|
|
|
902
|
|
||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
56,102
|
|
|
|
|
|
|
|
|
$
|
62,639
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Non-U.S. Pension Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common and preferred stocks
|
$
|
441
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
447
|
|
|
$
|
578
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
585
|
|
Government and agency debt securities(a)
|
—
|
|
|
3,640
|
|
|
—
|
|
|
3,640
|
|
|
—
|
|
|
3,853
|
|
|
—
|
|
|
3,853
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
2,589
|
|
|
1
|
|
|
2,590
|
|
|
—
|
|
|
2,566
|
|
|
—
|
|
|
2,566
|
|
||||||||
Other investments, net
|
59
|
|
|
128
|
|
|
242
|
|
|
429
|
|
|
23
|
|
|
149
|
|
|
438
|
|
|
610
|
|
||||||||
Net plan assets subject to leveling
|
$
|
500
|
|
|
$
|
6,358
|
|
|
$
|
248
|
|
|
7,106
|
|
|
$
|
601
|
|
|
$
|
6,569
|
|
|
$
|
444
|
|
|
7,614
|
|
||
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investment funds
|
|
|
|
|
|
|
5,081
|
|
|
|
|
|
|
|
|
5,346
|
|
||||||||||||||
Private equity and debt investments
|
|
|
|
|
|
|
526
|
|
|
|
|
|
|
|
|
570
|
|
||||||||||||||
Real estate investments
|
|
|
|
|
|
|
980
|
|
|
|
|
|
|
|
|
1,097
|
|
||||||||||||||
Total plan assets measured at net asset value
|
|
|
|
|
|
|
6,587
|
|
|
|
|
|
|
|
|
7,013
|
|
||||||||||||||
Other plan assets (liabilities), net(b)
|
|
|
|
|
|
|
(165
|
)
|
|
|
|
|
|
|
|
(132
|
)
|
||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
13,528
|
|
|
|
|
|
|
|
|
$
|
14,495
|
|
(a)
|
Includes U.S. and sovereign government and agency issues.
|
(b)
|
Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees, custody fees and other expenses.
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Minimum commitments(a)
|
$
|
296
|
|
|
$
|
286
|
|
|
$
|
247
|
|
|
$
|
180
|
|
|
$
|
146
|
|
|
$
|
582
|
|
|
$
|
1,737
|
|
Sublease income
|
(61
|
)
|
|
(51
|
)
|
|
(44
|
)
|
|
(38
|
)
|
|
(33
|
)
|
|
(129
|
)
|
|
(356
|
)
|
|||||||
Net minimum commitments
|
$
|
235
|
|
|
$
|
235
|
|
|
$
|
203
|
|
|
$
|
142
|
|
|
$
|
113
|
|
|
$
|
453
|
|
|
$
|
1,381
|
|
(a)
|
Certain leases contain escalation clauses and renewal or purchase options.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. income
|
$
|
4,433
|
|
|
$
|
8,399
|
|
|
$
|
9,989
|
|
Non-U.S. income (loss)
|
1,953
|
|
|
1,332
|
|
|
(263
|
)
|
|||
Income before income taxes and equity income
|
$
|
6,386
|
|
|
$
|
9,731
|
|
|
$
|
9,726
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(104
|
)
|
|
$
|
18
|
|
|
$
|
(126
|
)
|
U.S. state and local
|
113
|
|
|
83
|
|
|
65
|
|
|||
Non-U.S.
|
577
|
|
|
552
|
|
|
572
|
|
|||
Total current income tax expense
|
586
|
|
|
653
|
|
|
511
|
|
|||
Deferred income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
(578
|
)
|
|
7,831
|
|
|
1,865
|
|
|||
U.S. state and local
|
250
|
|
|
(187
|
)
|
|
264
|
|
|||
Non-U.S.
|
216
|
|
|
3,236
|
|
|
99
|
|
|||
Total deferred income tax expense (benefit)
|
(112
|
)
|
|
10,880
|
|
|
2,228
|
|
|||
Total income tax expense
|
$
|
474
|
|
|
$
|
11,533
|
|
|
$
|
2,739
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax expense at U.S. federal statutory income tax rate
|
$
|
1,341
|
|
|
$
|
3,406
|
|
|
$
|
3,404
|
|
State and local tax expense
|
282
|
|
|
(76
|
)
|
|
190
|
|
|||
Non-U.S. income taxed at other than the U.S. federal statutory tax rate
|
90
|
|
|
(145
|
)
|
|
(61
|
)
|
|||
U.S. tax impact on Non-U.S. income
|
(822
|
)
|
|
(941
|
)
|
|
(894
|
)
|
|||
Change in valuation allowances
|
1,695
|
|
|
2,712
|
|
|
237
|
|
|||
Change in tax laws
|
(134
|
)
|
|
7,194
|
|
|
147
|
|
|||
General business credits and manufacturing incentives
|
(695
|
)
|
|
(428
|
)
|
|
(342
|
)
|
|||
Capital loss expiration
|
107
|
|
|
—
|
|
|
—
|
|
|||
Settlements of prior year tax matters
|
(188
|
)
|
|
(256
|
)
|
|
(46
|
)
|
|||
Realization of basis differences in affiliates
|
(59
|
)
|
|
—
|
|
|
(94
|
)
|
|||
German statutory approval of net operating losses
|
(990
|
)
|
|
—
|
|
|
—
|
|
|||
Other adjustments
|
(153
|
)
|
|
67
|
|
|
198
|
|
|||
Total income tax expense
|
$
|
474
|
|
|
$
|
11,533
|
|
|
$
|
2,739
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred tax assets
|
|
|
|
||||
Postretirement benefits other than pensions
|
$
|
1,584
|
|
|
$
|
1,948
|
|
Pension and other employee benefit plans
|
3,020
|
|
|
3,285
|
|
||
Warranties, dealer and customer allowances, claims and discounts
|
6,307
|
|
|
5,675
|
|
||
U.S. capitalized research expenditures
|
5,176
|
|
|
4,413
|
|
||
U.S. operating loss and tax credit carryforwards(a)
|
8,591
|
|
|
8,578
|
|
||
Non-U.S. operating loss and tax credit carryforwards(b)
|
6,393
|
|
|
5,103
|
|
||
Miscellaneous
|
2,034
|
|
|
1,697
|
|
||
Total deferred tax assets before valuation allowances
|
33,105
|
|
|
30,699
|
|
||
Less: valuation allowances
|
(7,976
|
)
|
|
(6,690
|
)
|
||
Total deferred tax assets
|
25,129
|
|
|
24,009
|
|
||
Deferred tax liabilities
|
|
|
|
|
|
||
Property, plant and equipment
|
1,098
|
|
|
418
|
|
||
Intangible assets
|
729
|
|
|
735
|
|
||
Total deferred tax liabilities
|
1,827
|
|
|
1,153
|
|
||
Net deferred tax assets
|
$
|
23,302
|
|
|
$
|
22,856
|
|
(a)
|
At
December 31, 2018
U.S. operating loss and tax credit carryforwards of
$8.6 billion
expire through
2038
if not utilized.
|
(b)
|
At
December 31, 2018
Non-U.S. operating loss and tax credit carryforwards of
$1.2 billion
expire through
2037
if not utilized and the remaining balance of
$5.2 billion
may be carried forward indefinitely.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
1,557
|
|
|
$
|
1,182
|
|
|
$
|
1,337
|
|
Additions to current year tax positions
|
292
|
|
|
160
|
|
|
49
|
|
|||
Additions to prior years' tax positions
|
264
|
|
|
448
|
|
|
96
|
|
|||
Reductions to prior years' tax positions
|
(244
|
)
|
|
(195
|
)
|
|
(192
|
)
|
|||
Reductions in tax positions due to lapse of statutory limitations
|
(38
|
)
|
|
(44
|
)
|
|
(103
|
)
|
|||
Settlements
|
(450
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|||
Other
|
(40
|
)
|
|
17
|
|
|
(4
|
)
|
|||
Balance at end of period
|
$
|
1,341
|
|
|
$
|
1,557
|
|
|
$
|
1,182
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
227
|
|
|
$
|
268
|
|
|
$
|
383
|
|
Additions, interest accretion and other
|
1,637
|
|
|
330
|
|
|
412
|
|
|||
Payments
|
(600
|
)
|
|
(315
|
)
|
|
(490
|
)
|
|||
Revisions to estimates and effect of foreign currency
|
(142
|
)
|
|
(56
|
)
|
|
(37
|
)
|
|||
Balance at end of period
|
$
|
1,122
|
|
|
$
|
227
|
|
|
$
|
268
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Non-service pension and OPEB income
|
$
|
1,665
|
|
|
$
|
1,316
|
|
|
$
|
1,262
|
|
Interest income
|
335
|
|
|
266
|
|
|
182
|
|
|||
Licensing agreements income
|
296
|
|
|
74
|
|
|
94
|
|
|||
Revaluation of investments
|
258
|
|
|
(56
|
)
|
|
—
|
|
|||
Other
|
42
|
|
|
45
|
|
|
65
|
|
|||
Total interest income and other non-operating income, net
|
$
|
2,596
|
|
|
$
|
1,645
|
|
|
$
|
1,603
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign Currency Translation Adjustments
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(1,606
|
)
|
|
$
|
(2,355
|
)
|
|
$
|
(2,034
|
)
|
Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment, net of tax and impact of adoption of accounting standards(a)(b)(c)
|
(664
|
)
|
|
560
|
|
|
(317
|
)
|
|||
Reclassification adjustment, net of tax(a)
|
20
|
|
|
189
|
|
|
(4
|
)
|
|||
Other comprehensive income (loss), net of tax(a)
|
(644
|
)
|
|
749
|
|
|
(321
|
)
|
|||
Balance at end of period
|
$
|
(2,250
|
)
|
|
$
|
(1,606
|
)
|
|
$
|
(2,355
|
)
|
Defined Benefit Plans
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(6,398
|
)
|
|
$
|
(6,968
|
)
|
|
$
|
(5,999
|
)
|
Other comprehensive loss and noncontrolling interests before reclassification adjustment, net of impact of adoption of accounting standards(b)(c)
|
(580
|
)
|
|
(798
|
)
|
|
(1,546
|
)
|
|||
Tax benefit
|
100
|
|
|
98
|
|
|
459
|
|
|||
Other comprehensive loss and noncontrolling interests before reclassification adjustment, net of tax and impact of adoption of accounting standards(b)(c)
|
(480
|
)
|
|
(700
|
)
|
|
(1,087
|
)
|
|||
Reclassification adjustment, net of tax(a)(d)
|
141
|
|
|
1,270
|
|
|
118
|
|
|||
Other comprehensive income (loss), net of tax
|
(339
|
)
|
|
570
|
|
|
(969
|
)
|
|||
Balance at end of period(e)
|
$
|
(6,737
|
)
|
|
$
|
(6,398
|
)
|
|
$
|
(6,968
|
)
|
(a)
|
The income tax effect was insignificant in the years ended
December 31, 2018
,
2017
and
2016
.
|
(b)
|
The noncontrolling interests are insignificant in the years ended
December 31, 2018
,
2017
and
2016
.
|
(c)
|
Refer to Note 2 for additional information on adoption of accounting standards in 2018.
|
(
d)
|
$1.2 billion
is included in the loss on sale of the Opel/Vauxhall Business in the year ended December 31, 2017. An insignificant amount is included in the computation of periodic pension and OPEB (income) expense in the years ended December 31, 2018, 2017 and 2016.
|
(e)
|
Consists primarily of unamortized actuarial loss on our defined benefit plans. Refer to the critical accounting estimates section of our MD&A for additional information.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Basic earnings per share
|
|
|
|
|
|
||||||
Income from continuing operations(a)
|
$
|
8,084
|
|
|
$
|
348
|
|
|
$
|
9,428
|
|
Less: cumulative dividends on subsidiary preferred stock
|
(98
|
)
|
|
(16
|
)
|
|
—
|
|
|||
Income from continuing operations attributable to common stockholders
|
7,986
|
|
|
332
|
|
|
9,428
|
|
|||
Loss from discontinued operations, net of tax
|
70
|
|
|
4,212
|
|
|
1
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
7,916
|
|
|
$
|
(3,880
|
)
|
|
$
|
9,427
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
1,411
|
|
|
1,465
|
|
|
1,540
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share – continuing operations
|
$
|
5.66
|
|
|
$
|
0.23
|
|
|
$
|
6.12
|
|
Basic loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
2.88
|
|
|
$
|
—
|
|
Basic earnings (loss) per common share
|
$
|
5.61
|
|
|
$
|
(2.65
|
)
|
|
$
|
6.12
|
|
Diluted earnings per share
|
|
|
|
|
|
||||||
Income from continuing operations attributable to common stockholders – diluted(a)
|
$
|
7,986
|
|
|
$
|
332
|
|
|
$
|
9,428
|
|
Loss from discontinued operations, net of tax – diluted
|
$
|
70
|
|
|
$
|
4,212
|
|
|
$
|
1
|
|
Net income (loss) attributable to common stockholders – diluted
|
$
|
7,916
|
|
|
$
|
(3,880
|
)
|
|
$
|
9,427
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding – basic
|
1,411
|
|
|
1,465
|
|
|
1,540
|
|
|||
Dilutive effect of warrants and awards under stock incentive plans
|
20
|
|
|
27
|
|
|
30
|
|
|||
Weighted-average common shares outstanding – diluted
|
1,431
|
|
|
1,492
|
|
|
1,570
|
|
|||
|
|
|
|
|
|
|
|||||
Diluted earnings per common share – continuing operations
|
$
|
5.58
|
|
|
$
|
0.22
|
|
|
$
|
6.00
|
|
Diluted loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
2.82
|
|
|
$
|
—
|
|
Diluted earnings (loss) per common share
|
$
|
5.53
|
|
|
$
|
(2.60
|
)
|
|
$
|
6.00
|
|
|
|
|
|
|
|
||||||
Potentially dilutive securities(b)
|
9
|
|
|
—
|
|
|
—
|
|
(a)
|
Net of Net loss attributable to noncontrolling interests.
|
(b)
|
Potentially dilutive securities attributable to outstanding stock options and RSUs were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Automotive net sales and revenue
|
$
|
—
|
|
|
$
|
11,257
|
|
|
$
|
19,704
|
|
GM Financial net sales and revenue
|
—
|
|
|
466
|
|
|
552
|
|
|||
Total net sales and revenue
|
—
|
|
|
11,723
|
|
|
20,256
|
|
|||
Automotive and other cost of sales
|
—
|
|
|
11,049
|
|
|
18,894
|
|
|||
GM Financial interest, operating and other expenses
|
—
|
|
|
342
|
|
|
423
|
|
|||
Automotive and other selling, general, and administrative expense
|
—
|
|
|
813
|
|
|
1,356
|
|
|||
Other income (expense) items
|
—
|
|
|
(72
|
)
|
|
93
|
|
|||
Loss from discontinued operations before taxes
|
—
|
|
|
553
|
|
|
324
|
|
|||
Loss on sale of discontinued operations before taxes(a)(b)
|
70
|
|
|
2,176
|
|
|
—
|
|
|||
Total loss from discontinued operations before taxes
|
70
|
|
|
2,729
|
|
|
324
|
|
|||
Income tax expense (benefit)(b)(c)
|
—
|
|
|
1,483
|
|
|
(323
|
)
|
|||
Loss from discontinued operations, net of tax
|
$
|
70
|
|
|
$
|
4,212
|
|
|
$
|
1
|
|
(a)
|
Includes contract cancellation charges associated with the disposal for the year ended December 31, 2017.
|
(b)
|
Total loss on sale of discontinued operations, net of tax was
$3.9 billion
for the year ended December 31, 2017.
|
(c)
|
Includes
$2.0 billion
of deferred tax assets that transferred to PSA Group in the year ended December 31, 2017.
|
|
Shares
(in millions)
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Remaining Contractual Term in Years
|
|||
Units outstanding at January 1, 2018
|
52.9
|
|
|
$
|
21.75
|
|
|
2.0
|
Granted
|
13.7
|
|
|
$
|
30.41
|
|
|
|
Settled
|
(10.2
|
)
|
|
$
|
30.23
|
|
|
|
Forfeited or expired
|
(8.3
|
)
|
|
$
|
29.51
|
|
|
|
Units outstanding at December 31, 2018(a)
|
48.1
|
|
|
$
|
19.81
|
|
|
1.3
|
(a)
|
Includes the target amount of PSUs.
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Total net sales and revenue
|
$
|
36,099
|
|
|
$
|
36,760
|
|
|
$
|
35,791
|
|
|
$
|
38,399
|
|
Automotive and other gross margin(a)
|
$
|
2,507
|
|
|
$
|
3,204
|
|
|
$
|
3,743
|
|
|
$
|
2,935
|
|
Income from continuing operations
|
$
|
1,110
|
|
|
$
|
2,366
|
|
|
$
|
2,530
|
|
|
$
|
2,069
|
|
Loss from discontinued operations, net of tax
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to stockholders
|
$
|
1,046
|
|
|
$
|
2,390
|
|
|
$
|
2,534
|
|
|
$
|
2,044
|
|
Basic earnings per common share – continuing operations
|
$
|
0.78
|
|
|
$
|
1.68
|
|
|
$
|
1.77
|
|
|
$
|
1.42
|
|
Basic loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted earnings per common share – continuing operations
|
$
|
0.77
|
|
|
$
|
1.66
|
|
|
$
|
1.75
|
|
|
$
|
1.40
|
|
Diluted loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Includes our GM Cruise segment.
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Total net sales and revenue
|
$
|
37,266
|
|
|
$
|
36,984
|
|
|
$
|
33,623
|
|
|
$
|
37,715
|
|
Automotive and other gross margin(a)
|
$
|
4,758
|
|
|
$
|
4,463
|
|
|
$
|
3,614
|
|
|
$
|
4,385
|
|
Income (loss) from continuing operations
|
$
|
2,686
|
|
|
$
|
2,433
|
|
|
$
|
114
|
|
|
$
|
(4,903
|
)
|
Loss from discontinued operations, net of tax
|
$
|
69
|
|
|
$
|
770
|
|
|
$
|
3,096
|
|
|
$
|
277
|
|
Net income (loss) attributable to stockholders
|
$
|
2,608
|
|
|
$
|
1,660
|
|
|
$
|
(2,981
|
)
|
|
$
|
(5,151
|
)
|
Basic earnings (loss) per common share – continuing operations
|
$
|
1.78
|
|
|
$
|
1.62
|
|
|
$
|
0.08
|
|
|
$
|
(3.46
|
)
|
Basic loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
0.51
|
|
|
$
|
2.14
|
|
|
$
|
0.19
|
|
Diluted earnings (loss) per common share – continuing operations
|
$
|
1.75
|
|
|
$
|
1.60
|
|
|
$
|
0.08
|
|
|
$
|
(3.46
|
)
|
Diluted loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
0.51
|
|
|
$
|
2.11
|
|
|
$
|
0.19
|
|
(a)
|
Includes our GM Cruise segment.
|
|
At and For the Year Ended December 31, 2018
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Cruise
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||
Net sales and revenue
|
$
|
113,792
|
|
|
$
|
19,148
|
|
|
$
|
203
|
|
|
|
|
$
|
133,143
|
|
|
$
|
—
|
|
|
$
|
14,016
|
|
|
$
|
(110
|
)
|
|
$
|
147,049
|
|
||
Earnings (loss) before interest and taxes-adjusted
|
$
|
10,769
|
|
|
$
|
423
|
|
|
$
|
(570
|
)
|
|
|
|
|
$
|
10,622
|
|
|
$
|
(728
|
)
|
|
$
|
1,893
|
|
|
$
|
(4
|
)
|
|
$
|
11,783
|
|
|
Adjustments(a)
|
$
|
(1,236
|
)
|
|
$
|
(1,212
|
)
|
|
$
|
(457
|
)
|
|
|
|
|
$
|
(2,905
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(2,905
|
)
|
||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
335
|
|
||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(655
|
)
|
||||||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,549
|
|
|||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(474
|
)
|
|||||||||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,075
|
|
|||||||||||||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70
|
)
|
|||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|||||||||||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,014
|
|
||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
75
|
|
|
$
|
7,761
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
7,860
|
|
|
$
|
—
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
|
$
|
9,215
|
|
Goodwill and intangibles
|
$
|
2,623
|
|
|
$
|
928
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3,552
|
|
|
$
|
671
|
|
|
$
|
1,356
|
|
|
$
|
—
|
|
|
$
|
5,579
|
|
Total assets
|
$
|
109,763
|
|
|
$
|
24,911
|
|
|
$
|
31,694
|
|
|
$
|
(50,690
|
)
|
|
$
|
115,678
|
|
|
$
|
3,195
|
|
|
$
|
109,953
|
|
|
$
|
(1,487
|
)
|
|
$
|
227,339
|
|
Expenditures for property
|
$
|
7,784
|
|
|
$
|
883
|
|
|
$
|
21
|
|
|
$
|
(2
|
)
|
|
$
|
8,686
|
|
|
$
|
15
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
8,761
|
|
Depreciation and amortization
|
$
|
4,995
|
|
|
$
|
562
|
|
|
$
|
50
|
|
|
$
|
(3
|
)
|
|
$
|
5,604
|
|
|
$
|
7
|
|
|
$
|
7,531
|
|
|
$
|
—
|
|
|
$
|
13,142
|
|
Impairment charges
|
$
|
55
|
|
|
$
|
466
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
527
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
527
|
|
Equity income
|
$
|
8
|
|
|
$
|
1,972
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,980
|
|
|
$
|
—
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
2,163
|
|
(a)
|
Consists of restructuring and other charges related to transformation activities of
$1.2 billion
in GMNA; charges of
$1.2 billion
related to restructuring actions in Korea and other countries in GMI; and charges of
$440 million
for ignition switch related legal matters and other insignificant charges in Corporate.
|
|
At and For the Year Ended December 31, 2017
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Cruise
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||
Net sales and revenue
|
$
|
111,345
|
|
|
$
|
21,920
|
|
|
$
|
342
|
|
|
|
|
|
$
|
133,607
|
|
|
$
|
—
|
|
|
$
|
12,151
|
|
|
$
|
(170
|
)
|
|
$
|
145,588
|
|
|
Earnings (loss) before interest and taxes-adjusted
|
$
|
11,889
|
|
|
$
|
1,300
|
|
|
$
|
(921
|
)
|
|
|
|
|
$
|
12,268
|
|
|
$
|
(613
|
)
|
|
$
|
1,196
|
|
|
$
|
(7
|
)
|
|
$
|
12,844
|
|
|
Adjustments(a)
|
$
|
—
|
|
|
$
|
(540
|
)
|
|
$
|
(114
|
)
|
|
|
|
|
$
|
(654
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(654
|
)
|
||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266
|
|
|||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(575
|
)
|
|||||||||||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18
|
)
|
|||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,863
|
|
|||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,533
|
)
|
|||||||||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
330
|
|
|||||||||||||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,212
|
)
|
|||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|||||||||||||||||
Net loss attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(3,864
|
)
|
||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
68
|
|
|
$
|
7,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,886
|
|
|
$
|
—
|
|
|
$
|
1,187
|
|
|
$
|
—
|
|
|
$
|
9,073
|
|
Goodwill and intangibles
|
$
|
2,819
|
|
|
$
|
973
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
3,803
|
|
|
$
|
679
|
|
|
$
|
1,367
|
|
|
$
|
—
|
|
|
$
|
5,849
|
|
Total assets
|
$
|
99,874
|
|
|
$
|
27,712
|
|
|
$
|
30,573
|
|
|
$
|
(42,750
|
)
|
|
$
|
115,409
|
|
|
$
|
666
|
|
|
$
|
97,251
|
|
|
$
|
(844
|
)
|
|
$
|
212,482
|
|
Expenditures for property
|
$
|
7,704
|
|
|
$
|
607
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
8,325
|
|
|
$
|
34
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
8,453
|
|
Depreciation and amortization
|
$
|
4,654
|
|
|
$
|
708
|
|
|
$
|
32
|
|
|
$
|
(1
|
)
|
|
$
|
5,393
|
|
|
$
|
1
|
|
|
$
|
6,573
|
|
|
$
|
—
|
|
|
$
|
11,967
|
|
Impairment charges
|
$
|
78
|
|
|
$
|
211
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
294
|
|
Equity income
|
$
|
8
|
|
|
$
|
1,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,959
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
2,132
|
|
(a)
|
Consists of charges of
$460
million related to restructuring actions in India and South Africa in GMI; charges of
$80
million associated with the deconsolidation of Venezuela in GMI and charges of
$114
million for ignition switch related legal matters in Corporate.
|
|
At and For the Year Ended December 31, 2016
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Cruise
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||
Net sales and revenue
|
$
|
119,113
|
|
|
$
|
20,943
|
|
|
$
|
149
|
|
|
|
|
|
$
|
140,205
|
|
|
$
|
—
|
|
|
$
|
8,983
|
|
|
$
|
(4
|
)
|
|
$
|
149,184
|
|
|
Earnings (loss) before interest and taxes-adjusted
|
$
|
12,388
|
|
|
$
|
767
|
|
|
$
|
(902
|
)
|
|
|
|
|
$
|
12,253
|
|
|
$
|
(171
|
)
|
|
$
|
763
|
|
|
$
|
3
|
|
|
$
|
12,848
|
|
|
Adjustments(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(300
|
)
|
|
|
|
|
$
|
(300
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(300
|
)
|
||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182
|
|
|||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(563
|
)
|
|||||||||||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(159
|
)
|
|||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,008
|
|
|||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,739
|
)
|
|||||||||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,269
|
|
|||||||||||||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159
|
|
|||||||||||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,427
|
|
||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
74
|
|
|
$
|
7,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,052
|
|
|
$
|
—
|
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
8,996
|
|
Goodwill and intangibles
|
$
|
3,128
|
|
|
$
|
1,021
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
4,163
|
|
|
$
|
620
|
|
|
$
|
1,366
|
|
|
$
|
—
|
|
|
$
|
6,149
|
|
Total assets(b)
|
$
|
103,908
|
|
|
$
|
27,273
|
|
|
$
|
38,465
|
|
|
$
|
(35,139
|
)
|
|
$
|
134,507
|
|
|
$
|
548
|
|
|
$
|
87,947
|
|
|
$
|
(1,312
|
)
|
|
$
|
221,690
|
|
Expenditures for property
|
$
|
7,338
|
|
|
$
|
943
|
|
|
$
|
8
|
|
|
$
|
(2
|
)
|
|
$
|
8,287
|
|
|
$
|
4
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
8,384
|
|
Depreciation and amortization
|
$
|
4,292
|
|
|
$
|
702
|
|
|
$
|
18
|
|
|
$
|
(5
|
)
|
|
$
|
5,007
|
|
|
$
|
1
|
|
|
$
|
4,678
|
|
|
$
|
—
|
|
|
$
|
9,686
|
|
Impairment charges
|
$
|
65
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
Equity income
|
$
|
159
|
|
|
$
|
1,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,130
|
|
|
$
|
—
|
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
2,282
|
|
(a)
|
Consists of a net charge of
$300 million
for ignition switch related legal matters.
|
(b)
|
Assets in Corporate and GM Financial include assets classified as held for sale.
|
Change in other operating assets and liabilities
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Accounts receivable
|
$
|
492
|
|
|
$
|
1,402
|
|
|
$
|
(1,249
|
)
|
Wholesale receivables funded by GM Financial, net
|
(2,606
|
)
|
|
(2,099
|
)
|
|
(2,184
|
)
|
|||
Inventories
|
399
|
|
|
440
|
|
|
(75
|
)
|
|||
Automotive equipment on operating leases
|
748
|
|
|
(263
|
)
|
|
785
|
|
|||
Change in other assets
|
(529
|
)
|
|
108
|
|
|
(939
|
)
|
|||
Accounts payable
|
(537
|
)
|
|
(362
|
)
|
|
3,195
|
|
|||
Income taxes payable
|
(75
|
)
|
|
(3
|
)
|
|
(162
|
)
|
|||
Accrued and other liabilities
|
732
|
|
|
(2,238
|
)
|
|
1,209
|
|
|||
Total
|
$
|
(1,376
|
)
|
|
$
|
(3,015
|
)
|
|
$
|
580
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes and interest
|
|
|
|
|
|
||||||
Cash paid for income taxes, net
|
$
|
660
|
|
|
$
|
656
|
|
|
$
|
676
|
|
Cash paid for interest (net of amounts capitalized) – Automotive
|
$
|
656
|
|
|
$
|
501
|
|
|
$
|
460
|
|
Cash paid for interest (net of amounts capitalized) – GM Financial
|
2,941
|
|
|
2,571
|
|
|
1,761
|
|
|||
Total cash paid for interest (net of amounts capitalized)
|
$
|
3,597
|
|
|
$
|
3,072
|
|
|
$
|
2,221
|
|
/s/ MARY T. BARRA
|
|
/s/ DHIVYA SURYADEVARA
|
Mary T. Barra
Chairman and Chief Executive Officer
|
|
Dhivya Suryadevara
Executive Vice President and Chief Financial Officer
|
February 6, 2019
|
|
February 6, 2019
|
(a)
|
1. All Financial Statements and Supplemental Information
|
(b)
|
Exhibits
|
Exhibit Number
|
|
Exhibit Name
|
|
|
1.1
|
|
|
Incorporated by Reference
|
|
1.2
|
|
|
Incorporated by Reference
|
|
2.1
|
|
|
Incorporated by Reference
|
|
2.2
|
|
|
Incorporated by Reference
|
|
2.3
|
|
|
Filed Herewith
|
|
3.1
|
|
|
Incorporated by Reference
|
|
3.2
|
|
|
Incorporated by Reference
|
|
4.1
|
|
|
Incorporated by Reference
|
|
4.2
|
|
|
|
Incorporated by Reference
|
4.3
|
|
|
Incorporated by Reference
|
|
4.4
|
|
|
|
Incorporated by Reference
|
4.5
|
|
|
|
Incorporated by Reference
|
4.6
|
|
|
Incorporated by Reference
|
|
4.7
|
|
|
|
Incorporated by Reference
|
4.8
|
|
|
Incorporated by Reference
|
Exhibit Number
|
|
Exhibit Name
|
|
|
10.1
|
|
|
Incorporated by Reference
|
|
10.2
|
|
|
Incorporated by Reference
|
|
10.3
|
|
|
Incorporated by Reference
|
|
10.4*
|
|
|
Incorporated by Reference
|
|
10.5*
|
|
|
Incorporated by Reference
|
|
10.6*
|
|
|
Incorporated by Reference
|
|
10.7*
|
|
|
|
Incorporated by Reference
|
10.8*
|
|
|
Incorporated by Reference
|
|
10.9*
|
|
|
Incorporated by Reference
|
|
10.10*
|
|
|
Incorporated by Reference
|
|
10.11*
|
|
|
Incorporated by Reference
|
|
10.12*
|
|
|
|
Incorporated by Reference
|
10.13*
|
|
|
Incorporated by Reference
|
|
10.14*
|
|
|
Incorporated by Reference
|
|
10.15*
|
|
|
Incorporated by Reference
|
|
10.16*
|
|
|
Incorporated by Reference
|
|
10.17*
|
|
|
Incorporated by Reference
|
|
10.18*
|
|
|
Incorporated by Reference
|
|
10.19*
|
|
|
Incorporated by Reference
|
|
10.20*
|
|
|
Filed Herewith
|
|
10.21*
|
|
|
Filed Herewith
|
|
10.22*
|
|
|
Filed Herewith
|
|
10.23*
|
|
|
Filed Herewith
|
Exhibit Number
|
|
Exhibit Name
|
|
|
10.24
|
|
|
Incorporated by Reference
|
|
10.25
|
|
|
Incorporated by Reference
|
|
10.26†
|
|
|
Incorporated by Reference
|
|
10.27
|
|
|
Incorporated by Reference
|
|
10.28
|
|
|
|
Incorporated by Reference
|
10.29
|
|
|
Incorporated by Reference
|
|
10.30†
|
|
|
Incorporated by Reference
|
|
10.31†
|
|
|
Incorporated by Reference
|
|
10.32†
|
|
|
Incorporated by Reference
|
|
10.33
|
|
|
Filed Herewith
|
|
16.1
|
|
|
Incorporated by Reference
|
|
21
|
|
|
Filed Herewith
|
|
23.1
|
|
|
Filed Herewith
|
|
23.2
|
|
|
Filed Herewith
|
|
24
|
|
|
Filed Herewith
|
|
31.1
|
|
|
Filed Herewith
|
|
31.2
|
|
|
Filed Herewith
|
|
32
|
|
|
Furnished with this Report
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed Herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed Herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed Herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed Herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed Herewith
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed Herewith
|
†
|
Certain confidential portions have been omitted pursuant to a granted request for confidential treatment, which has been separately filed with the SEC.
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this Report.
|
**
|
The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
|
|
GENERAL MOTORS COMPANY (Registrant)
|
|
|
|
|
By:
|
/s/ MARY T. BARRA
|
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer |
|
Date:
|
February 6, 2019
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ MARY T. BARRA
|
|
Chairman and Chief Executive Officer
|
Mary T. Barra
|
|
|
|
|
|
/s/ DHIVYA SURYADEVARA
|
|
Executive Vice President and Chief Financial Officer
|
Dhivya Suryadevara
|
|
|
|
|
|
/s/ CHRISTOPHER T. HATTO
|
|
Vice President, Controller and Chief Accounting Officer
|
Christopher T. Hatto
|
|
|
|
|
|
/s/ THEODORE M. SOLSO*
|
|
Lead Director
|
Theodore M. Solso
|
|
|
|
|
|
/s/ LINDA R. GOODEN*
|
|
Director
|
Linda R. Gooden
|
|
|
|
|
|
/s/ JOSEPH JIMENEZ*
|
|
Director
|
Joseph Jimenez
|
|
|
|
|
|
/s/ JANE L. MENDILLO*
|
|
Director
|
Jane L. Mendillo
|
|
|
|
|
|
/s/ ADMIRAL MICHAEL G. MULLEN, USN (ret.)*
|
|
Director
|
Admiral Michael G. Mullen, USN (ret.)
|
|
|
|
|
|
/s/ JUDITH A. MISCIK*
|
|
Director
|
Judith A. Miscik
|
|
|
|
|
|
/s/ JAMES J. MULVA*
|
|
Director
|
James J. Mulva
|
|
|
|
|
|
/s/ PATRICIA F. RUSSO*
|
|
Director
|
Patricia F. Russo
|
|
|
|
|
|
/s/ THOMAS M. SCHOEWE*
|
|
Director
|
Thomas M. Schoewe
|
|
|
|
|
|
/s/ CAROL M. STEPHENSON*
|
|
Director
|
Carol M. Stephenson
|
|
|
|
|
|
/s/ DEVIN N. WENIG*
|
|
Director
|
Devin N. Wenig
|
|
|
*By:
|
/s/ RICK HANSEN
|
|
|
Rick Hansen
|
|
|
Attorney-in-Fact
|
|
|
Page
|
ARTICLE I ISSUANCE AND DELIVERY OF SHARES
|
1
|
Section 1.1
Issuance on the Closing Date
|
1
|
ARTICLE II CLOSING
|
2
|
Section 2.1
Closing; Closing Date
|
2
|
Section 2.2
Deliveries by Buyer at the Closing
|
2
|
Section 2.3
Deliveries by the Company at the Closing
|
2
|
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
3
|
Section 3.1
Corporate Organization; Subsidiaries
|
3
|
Section 3.2
Authority and Validity
|
4
|
Section 3.3
Non-Contravention
|
4
|
Section 3.4
Consents and Approvals
|
4
|
Section 3.5
Capitalization
|
5
|
Section 3.6
Legal Proceedings
|
6
|
Section 3.7
Taxes and Tax Returns
|
6
|
Section 3.8
Labor and Employment Matters
|
8
|
Section 3.9
Material Contracts
|
9
|
Section 3.10
Compliance with Applicable Laws; Permits
|
10
|
Section 3.11
Intellectual Property
|
11
|
Section 3.12
Privacy and Data Security
|
13
|
Section 3.13
Broker’s Fees
|
14
|
Section 3.14
Affiliate Transactions
|
14
|
Section 3.15
Financial Statements; Undisclosed Liabilities
|
14
|
Section 3.16
Absence of Certain Changes
|
16
|
Section 3.17
Real Property
|
16
|
Section 3.18
Tangible Personal Property
|
16
|
Section 3.19
Applicable ABAC/AML/Trade Laws
|
16
|
Section 3.20
Insurance
|
17
|
Section 3.21
No Other Representations and Warranties
|
17
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
|
17
|
Section 4.1
Corporate Organization
|
17
|
Section 4.2
Authority and Validity
|
17
|
Section 4.3
Non-Contravention
|
18
|
Section 4.4
Consents and Approvals
|
18
|
Section 4.5
Accredited Investor Status
|
18
|
Section 4.6
Investment Intention; Sale or Transfer
|
19
|
Section 4.7
Broker’s Fees
|
19
|
Section 4.8
Legal Proceedings
|
19
|
Section 4.9
No Other Representations and Warranties; Non-Reliance on Company Estimates
|
20
|
ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS
|
20
|
Section 5.1
CFIUS
|
20
|
Section 5.2
Cooperation
|
21
|
Section 5.3
Publicity
|
21
|
Section 5.4
Transfer Taxes
|
21
|
ARTICLE VI INDEMNIFICATION; CERTAIN REMEDIES
|
21
|
Section 6.1
Survival
|
21
|
Section 6.2
Indemnification by the Company
|
22
|
Section 6.3
Indemnification by Buyer
|
22
|
Section 6.4
Indemnification Procedures
|
23
|
Section 6.5
Limitations on Indemnification for Breaches of Representations and Warranties
|
24
|
Section 6.6
Adjustments to Losses; Limitations on Remedies; Calculation of Losses
|
25
|
Section 6.7
Payments
|
26
|
Section 6.8
Mitigation
|
26
|
Section 6.9
Exclusive Remedy
|
27
|
Section 6.10
Treatment of Indemnity Payments
|
27
|
ARTICLE VII GENERAL PROVISIONS
|
27
|
Section 7.1
Confidentiality
|
27
|
Section 7.2
Expenses
|
28
|
Section 7.3
Notices
|
28
|
Section 7.4
Interpretation
|
29
|
Section 7.5
Entire Agreement; Amendments and Waivers
|
30
|
Section 7.6
Governing Law
|
30
|
Section 7.7
Submission to Jurisdiction; Consent to Service of Process
|
30
|
Section 7.8
Severability
|
31
|
Section 7.9
Assignment
|
31
|
Section 7.10
Binding Effect; No Third Party Beneficiaries
|
31
|
Section 7.11
Specific Performance
|
31
|
Section 7.12
Counterparts
|
32
|
Section 7.13
Additional Definitions
|
32
|
(a)
|
If to Buyer:
|
Closing
|
Section 2.1
|
Closing Cap
|
Section 6.5(a)(i)
|
Closing Date
|
Section 2.1
|
Term
|
Section
|
Company
|
Preamble
|
Company Equity Interests
|
Section 3.5(c)
|
Company Fundamental Reps
|
Section 6.1(a)
|
Company Group Registered IP
|
Section 3.11(a)
|
Company Non-Fundamental Reps
|
Section 6.5(a)(i)
|
Company Properties
|
Section 3.17
|
Company Subsidiaries
|
Section 3.5(d)
|
Cruise
|
Section 3.5(d)
|
Disclosure Letter
|
Article III Preamble
|
Dispute Period
|
Section 6.4
|
EIP Stock
|
Section 3.5(b)
|
Existing LLC Agreement
|
Recitals
|
Final Determination
|
Section 6.7
|
Financial Statements
|
Section 3.15(a)
|
GM PubCo
|
Article III Preamble
|
GM SEC Filings
|
Article III Preamble
|
Honda
|
Preamble
|
Honda R&D Co
|
Preamble
|
Inbound Intellectual Property License
|
Section 3.9(a)(vii)
|
Indemnification Claim
|
Section 6.4
|
Indemnified Party
|
Section 6.4
|
Indemnifying Party
|
Section 6.4
|
Issuance
|
Section 1.1
|
Legal Proceeding
|
Section 3.6
|
Material Contract
|
Section 3.9(a)
|
Non-Party Affiliates
|
Section 6.9
|
Options
|
Section 3.5(b)
|
Order
|
Section 3.3
|
Parent
|
Preamble
|
Permits
|
Section 3.3
|
Purchase Price
|
Section 1.1
|
Q1 2018 10-Q
|
Section 3.15(a)
|
Real Property Lease
|
Section 3.7
|
Second A&R LLC Agreement
|
Recitals
|
Securities Act
|
Section 3.5(b)
|
Settlement
|
Section 6.4
|
SoftBank
|
Recitals
|
SoftBank Transaction
|
Recitals
|
Strobe
|
Section 3.5(d)
|
Survival Period
|
Section 6.1(b)
|
Tax Benefit
|
Section 6.6(b)
|
Third Party Claim
|
Section 6.4
|
Trade Secrets
|
Section 7.13
|
Transfer Taxes
|
Section 5.4
|
(i)
|
the Participant’s commission of, or plea of guilty or no contest to, a felony or comparable local charge in non-U.S. jurisdictions;
|
(ii)
|
the Participant’s gross negligence or willful misconduct that is materially injurious to the Company or any of its Subsidiaries;
|
(iii)
|
the Participant’s material violation of state or federal securities laws or comparable local charges in non-U.S. jurisdictions; or
|
(iv)
|
the Participant’s gross insubordination.
|
(i)
|
determining who is a Participant;
|
(ii)
|
approving the Participants who are granted Awards under the Plan;
|
(iii)
|
approving the Awards to be granted under the Plan;
|
(iv)
|
determining the number of Common Shares to be covered by each Award
|
(v)
|
determining the type, number, vesting requirements and other features and conditions of the Awards, which need not be consistent among grants of separate Awards or among different Participants;
|
(vi)
|
adopting and using agreements and forms, including Award Agreements, for the administration of the Plan;
|
(vii)
|
correcting any defect, supplying any omission, or reconciling any inconsistency in the Plan or any Award Agreement;
|
(viii)
|
accelerating the vesting of Awards at any time and under such terms and conditions as it deems appropriate, which need not be consistent among grants of separate Awards or among different Participants;
|
(ix)
|
determining whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of Common Shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;
|
(x)
|
approving the treatment of Awards upon a Change in Control or Initial Public Offering, which need not be consistent among grants of separate Awards or among different Participants;
|
(xi)
|
interpreting the Plan;
|
(xii)
|
making all other decisions relating to the operation of the Plan, which need not be consistent among grants of separate Awards or among different Participants;
|
(xiii)
|
imposing restrictions on any Awards at the time of grant in the applicable Award Agreement or taking other Committee action with respect to confidentiality and other restrictive covenants as it deems necessary or appropriate;
|
(xiv)
|
imposing “blackout periods” or other periods during which Options may not be exercised or Awards may not be settled;
|
(xv)
|
within the limitations of the Plan, modifying or assuming outstanding Awards or accepting the cancellation of outstanding Awards (including stock units granted by another issuer) in return for the grant of new Awards for the same or a different number of shares and with the same or different vesting provisions;
provided
,
however
, that, notwithstanding the foregoing or anything to the contrary herein other than pursuant to
Section 4(c)
and
Section 12
, no modification of an Award shall, without the consent of the
|
(xvi)
|
adopting such plans or subplans as may be deemed necessary or appropriate to provide for the participation by Participants who reside outside the U.S., which plans and/or subplans shall be attached hereto as Appendices; and
|
(xvii)
|
delegating some or all of the administration of the Plan to Members, one or more employees of the Company or its Subsidiaries or any other committee of the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, reinstate in the Board some or all of the powers previously delegated.
|
(i)
|
If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Shares into a greater number of Common Shares, or combines (by reverse split, combination or otherwise) its outstanding Common Shares into a lesser number of Common Shares, then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise and the number of Common Shares covered by outstanding Awards, as well as the Share Reserve, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.
|
(ii)
|
Excepting transactions covered by
Section 4(c)(i)
, if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding Common Shares are converted into the right to receive (or the holders of Common Shares are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity, then, subject to the provisions of
Section 12
, (1) the aggregate number or kind of securities that thereafter may be issued under the Plan, (2) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (3) the exercise or purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.
|
(iii)
|
If there shall occur any change in the capital structure of the Company other than those covered by
Section 4(c)(i)
and
4(c)(ii)
, including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of Equity Securities of the Company, then the Committee shall adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan. For the avoidance of doubt, in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.
|
(iv)
|
Any such adjustment determined by the Committee pursuant to this
Section 4(c)
shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this
Section 4(c)
shall be intended to comply with the
|
(i)
|
Each Option and SAR held by the Participant that is vested and exercisable shall remain exercisable until the third anniversary of the date of death or, if earlier, the expiration date of such Option or SAR. Each outstanding Option and SAR held by the Participant that has not vested as of the Participant’s Termination Date shall immediately be forfeited on the Participant’s Termination Date.
|
(ii)
|
Each outstanding vested Restricted Stock and RSU Award held by the Participant shall be settled within sixty (60) days following the Participant’s Termination Date. Each outstanding Restricted Stock and RSU Award held by the Participant that has not vested as of the Participant’s Termination Date shall immediately be forfeited on the Participant’s Termination Date.
|
(iii)
|
Each outstanding vested Performance Award held by the Participant shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Agreement. Each outstanding Performance Award held by the Participant that has not vested as of the Participant’s
|
(i)
|
Each Option and SAR held by the Participant that is vested and exercisable shall remain exercisable until the third anniversary of the Participant’s Termination Date or, if earlier, the expiration date of such Option or SAR. Each outstanding Option and SAR held by the Participant that has not vested as of the Participant’s Termination Date shall immediately be forfeited on the Participant’s Termination Date.
|
(ii)
|
Each outstanding vested Restricted Stock and RSU Award held by the Participant shall be settled within sixty (60) days following the Participant’s Termination Date. Each outstanding Restricted Stock and RSU Award held by the Participant that has not vested as of the Participant’s Termination Date shall immediately be forfeited on the Participant’s Termination Date.
|
(iii)
|
Each outstanding vested Performance Award held by the Participant shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Agreement. Each outstanding Performance Award held by the Participant that has not vested as of the Participant’s Termination Date shall immediately be forfeited on the Participant’s Termination Date.
|
(i)
|
If in connection with the Change in Control, any outstanding Option or SAR is continued in effect or converted into an option to purchase or right with respect to cash or stock of the successor or surviving entity (or a parent or subsidiary thereof) which conversion shall comply with Sections 424 (to the extent applicable) and 409A of the Code, then upon the occurrence of a Participant’s Termination Date by the successor or surviving entity without Cause within twenty-four (24) months following the consummation of such Change in Control, such Option(s) or SAR(s) held by such Participant shall vest and become exercisable and shall remain exercisable until the earlier of the expiration of its full specified term or the first anniversary of such Termination Date. If outstanding Options or SARs are not continued or converted as described in this subsection, such Options or SARs shall vest and become fully exercisable effective immediately prior to the Change in Control (in a manner facilitating full exercise, including cashless exercise by Participants subject to the Change in Control) and any Options or SARs not exercised prior to the Change in Control shall be cancelled without consideration effective as of the Change in Control.
|
(ii)
|
If in connection with the Change in Control, any outstanding Restricted Stock or RSU is continued in effect or converted into a restricted stock or unit representing an interest in cash or stock of the successor or surviving entity (or a parent or subsidiary thereof) on a basis substantially equivalent to the consideration received by Members of the Company in connection
|
(iii)
|
With respect to each outstanding Performance Award, (A) the performance period shall end as of the date immediately prior to such Change in Control and the Committee shall determine the extent to which the performance criteria applicable to such Performance Award have been satisfied at such time, (B) the portion of such Performance Award that is deemed to have been earned pursuant to clause (A) above shall be converted into a time- vesting Award of equivalent value to which any service vesting requirements applicable to the predecessor Performance Award shall continue to apply and (C) the converted time-vesting Award shall be paid or settled on the settlement date or dates as provided under the terms of the predecessor Performance Award that would have applied had a Change in Control not occurred; provided that upon the occurrence of a Participant’s Termination Date by the successor or surviving entity without Cause within twenty-four (24) months following the Change in Control, any service vesting requirements applicable to any such converted Award shall be deemed to have been met and such converted Award shall be immediately paid or settled upon such Termination Date.
|
(i)
|
to terminate or cancel any outstanding Award in exchange for a cash payment (and, for the avoidance of doubt, if as of the date of the Change in Control, the Board determines that no amount would have been realized upon the exercise of the Award or other realization of the Participant’s rights, then the Award may be cancelled by the Company without payment of consideration);
|
(ii)
|
to provide for the assumption, substitution, replacement or continuation of any Award by the successor or surviving entity (or a parent or subsidiary thereof) with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent
|
(iii)
|
to make any other adjustments in the number and type of securities (or other consideration) subject to outstanding Awards and in the terms and conditions of outstanding Awards (including the grant or exercise price andperformance criteria with respect thereto) and Awards that may be granted in the future; and
|
(iv)
|
to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all Common Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement.
|
(i)
|
In the event of a Participant’s Termination Date in the event of Cause, Termination Date prior to the date on which a Common Share issued in respect of any Award has vested, or a Material Breach, the Company may at any time during the period commencing on the Termination Date or date of Material Breach and ending on the first anniversary of the Termination Date or Material Breach repurchase from the Participant any Common Shares previously acquired by the Participant through the exercise, grant or payment of an Award under the Plan at a repurchase price equal to the lesser of (A) the original purchase price or exercise price (as applicable) of the share, if any, and (B) Fair Market Value of the Common Shares as of the date of repurchase.
|
(ii)
|
If the Company elects to exercise the rights under this
Section 13
, the Company shall do so by delivering to the Participant a notice of such election,
|
(iii)
|
All repurchases shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt financing agreements. If any such restrictions prohibit the repurchase of Common Shares for cash or the Repurchase Note as stated above, the Company shall have the right to delay payment of any outstanding Repurchase Notes;
provided
that such notes shall accelerate and be payable in full once the Company is permitted to repurchase the Common Shares or repay such notes under the debt financing agreements or, if earlier, upon a Change in Control. Any such notes issued by the Company shall be subject to any restrictive covenants in debt financing agreements to which the Company is subject at the time of the repurchase closing. If any such restrictions prohibit the repurchase of Common Shares for such subordinated notes, then the time periods provided herein for repurchases shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restriction.
|
(iv)
|
Notwithstanding anything in the Plan to the contrary, this
Section 13(a)
shall terminate and be of no further force or effect upon the earlier to occur of a Change in Control or an Initial Public Offering.
|
Issuer
|
GM Cruise Holdings LLC, a Delaware limited liability company (the “
Company
”)
|
Number of Restricted Stock Units
|
[
l
]
|
Grant Date
|
[
l
]
|
Grant Date Restricted Stock Units Value Per Share
|
$1,515
|
Vesting
|
This RSU will vest upon satisfaction of both the Time-Vesting Condition and the Performance-Vesting Condition as described in
Section 4
of the attached Terms and Conditions of the RSU.
|
Expiration Date
|
With respect to each RSU granted hereunder, the earliest to occur of (a) the date on which an RSU is settled in accordance with
Section 5
hereof, (b) the date on which an RSU is forfeited in accordance with
Section 4
hereof, and (c) the tenth (10th) anniversary of the Grant Date.
|
Restrictive Covenants
|
As a condition of receiving this Award, you will be subject to the restrictive covenants set forth in
Exhibit A
attached.
|
Accredited Investor
|
If requested by the Committee, you will be required to complete an
|
Questionnaire
|
Accredited Investor Questionnaire prior to acceptance of the grant.
|
(i)
|
the End Date;
|
(ii)
|
the Participant’s Termination Date in the event of a termination of Participant’s employment for “Cause.” For the sake of clarity, the entire RSU (any Time-Vested Portion and/or any Performance-Vested Portion, as well as any portion outstanding and unvested) shall terminate and expire upon the Participant’s Termination Date in the event of a termination of Participant’s employment for “Cause.” For the purposes of this Award Agreement, a termination of the Participant’s employment for “Cause” shall occur if: (i) the Participant has engaged in intentional acts of fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his employment or service, or (ii) the Participant has committed a willful material breach of the restrictive covenants set forth in
Section 2
(Nonsolicitation and Noninterference with Business Relationships),
Section 3
(Nonsolicitation and Noninterference with Covered Persons),
Section 4
(False Statements of Fact) and
Section 5
(Confidential Information) of the attached
Exhibit A
, which are legally enforceable under California law;
provided
,
however
, in each case that (I) the Company notifies the Participant in writing of the circumstances giving the Company the right to terminate the Participant’s employment for Cause within thirty (30) days of discovery by a majority of the members of the Board of the existence of such circumstances; provided that, prior to the earlier of a Change in Control or Initial Public Offering, such majority consists of all members of the Board who are employees of General Motors Company (“
GM
”), (II) the Participant fails to cure, if possible, such circumstances within thirty (30) days after receipt of such notice, and (III) the Company then terminates Participant’s employment within ninety (90) days of such failure to cure. If the Company does not timely do so, the right to terminate Participant’s employment for Cause shall lapse and be deemed
|
Issuer
|
GM Cruise Holdings LLC, a Delaware limited liability company
|
Number of Common Shares Subject to the Option
|
[
l
]
|
Grant Date
|
[
l
]
|
Exercise Price
|
$1,515
|
Vesting
|
This Option will vest over the ten (10)-year period beginning on the first (1st) anniversary of the Grant Date, with 10% of the Option vesting on [
l
], 2.5% of the Option vesting on a quarterly basis thereafter, and the final 5% vesting on [
l
];
provided
that you must be continuously employed by the Company or any of its Subsidiaries from the Grant Date through each such vesting date.
|
Option Expiration Date
|
[
l
]
|
Restrictive Covenants
|
You will be subject to the restrictive covenants set forth in
Exhibit A
attached.
|
Accredited Investor Questionnaire
|
If requested by the Committee, you will be required to complete an Accredited Investor Questionnaire prior to acceptance of the grant.
|
5.
|
Exercise of the Option
.
|
(i)
|
the ten (10)-year anniversary of the Grant Date;
|
(ii)
|
three (3) years following the Termination Date where termination of employment is due to death or Disability;
|
(iii)
|
three (3) years following the Termination Date where termination of employment is by the Company without Cause (other than due to death or Disability) or by the Participant for any reason; or
|
(iv)
|
the Termination Date where termination of employment is by the Company for Cause or by the Participant if Cause exists at the time of resignation. For the sake of clarity, the entire Option (all vested and unvested portions) shall terminate and expire upon the Participant’s termination under this
Section 5(a)(iv)
. For the purposes of this Award Agreement, a termination of the Participant’s employment for “Cause” shall occur if: (i) the Participant has engaged in intentional acts of fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his employment or service or (ii) the Participant has committed a willful material breach of the restrictive covenants set forth in
Section 2
(Nonsolicitation and Noninterference with Business Relationships),
Section 3
(Nonsolicitation and Noninterference with Covered Persons),
Section 4
(False Statements of Fact) and
Section 5
(Confidential Information) of the attached
Exhibit A
, which are legally enforceable under California law;
provided
,
however
, in each case that (I) the Company notifies the Participant in writing of the circumstances giving the Company the right to terminate the Participant’s employment for Cause within thirty (30) days of discovery by a majority of the members of the Board of the existence of such circumstances; provided that, prior to the earlier of a Change in Control or Initial Public Offering, such majority consists of all members of the Board who are employees of General Motors Company (“
GM
”), (II) the Participant fails to cure, if possible, such circumstances within thirty (30) days after receipt of such notice, and (III) the Company then terminates Participant’s employment within ninety (90) days of such failure to cure. If the Company does not timely do so, the right to terminate Participant’s employment for Cause shall lapse and be deemed waived with respect to those circumstances. For the avoidance of doubt, the definition of “Cause” set forth in this Award Agreement shall, solely for purposes of this Award Agreement, supersede any other definition of “Cause” set forth in the Plan or any other agreement between the Participant and the Company.
|
(i)
|
Subject to
Section 5(a)
and the terms of this
Section 5(b)
, the Vested Portion of the Option may be exercised by initiating the transaction in Participant’s Solium Shareworks account, or by contacting a Solium representitive;
provided
that the Option may be exercised with respect to whole Common Shares only. Such notice to Solium shall specify the number of Common Shares for which the Option is being exercised and shall be accompanied by payment in full of the exercise price as follows: (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) solely to the extent permitted by applicable law, if the Common Shares are traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the exercise price; (C) at the Participant’s discretion, having the Company withhold Common Shares issuable upon exercise of the Option, or by payment in full or in part in the form of Common Shares owned by the Participant, based on the Fair Market Value of the Common Shares on the payment date as determined by the Committee or (D) on such other terms and conditions as may be acceptable to the Committee. No Common Shares shall be issued until payment therefor, as provided herein, has been made or provided for, and the withholding obligation referred to in
Section 8
herein is satisfied.
|
(ii)
|
Upon the Company’s determination that the Option has been validly exercised as to any of the Common Shares, and the withholding obligation referred to in
Section 8
herein is satisfied, the Company shall issue the Common Shares in the Participant’s name by book-entry registration only.
|
(a)
|
The Executive’s death;
|
(b)
|
The Executive’s Termination of Employment due to Disability;
|
(c)
|
The Executive’s movement into a position that is excluded from participation in the Program on its own or as a member of a class of employees that is not eligible to participate in the Program, other than following a Change in Control;
|
(d)
|
The Executive’s involuntary Termination of Employment by the Employer other than by reason of the Executive’s position elimination resulting from a reduction in force, a reorganization or a staffing reduction or a mutually agreed separation on terms satisfactory to the Employer;
|
(e)
|
The Executive’s voluntary Termination of Employment in any case in which there is not a Change in Control;
|
(f)
|
The Executive’s voluntary Termination of Employment without Good Reason following a change in control;
|
(g)
|
The Executive’s involuntary Termination of Employment by the Employer for Cause;
|
(h)
|
The Executive’s exclusion from participation in the Program by the Company in accordance with the terms of the Program; or
|
(i)
|
The termination of the Program.
|
Level
|
Base Salary Multiple
|
STIP Target Multiple
|
Healthcare Equivalent Payment Multiple
|
Equity Equivalent
|
CEO
|
2X
|
1X
|
24 Months
|
Cash equivalent of Structure Equity vesting within the 12 months following Termination of Employment
|
SVP& Above
|
1.5X
|
1X
|
18 Months
|
Level
|
Base Salary Multiple
|
STIP Target Multiple
|
Healthcare Equivalent Payment Multiple
|
CEO
|
2X
|
1X
|
24 Months
|
SVP& Above
|
1.5X
|
1X
|
18 Months
|
|
|
|
Page
|
ARTICLE I ORGANIZATION MATTERS AND CERTAIN DEFINITIONS
|
5
|
1.01 Organization of Company
|
5
|
1.02 Legal Status
|
5
|
1.03 Name
|
5
|
1.04 Registered Office and Registered Agent; Principal Office
|
5
|
1.05 Purpose
|
5
|
1.06 Term
|
5
|
1.07 Certain Definitions
|
6
|
1.08 No State‑Law Partnership
|
6
|
1.09 Limited Liability Company Agreement
|
6
|
ARTICLE II CAPITAL CONTRIBUTIONS; ISSUANCES OF SHARES
|
6
|
2.01 Shares Generally
|
6
|
2.02 Class A Preferred Shares; Class C Common Shares
|
7
|
2.03 Class B Common Shares
|
10
|
2.04 Class E Common Shares
|
11
|
2.05 Other Contributions
|
11
|
2.06 Issuances of Shares
|
11
|
2.07 Preemptive Rights
|
12
|
2.08 Certificates
|
14
|
2.09 Repurchase Rights
|
14
|
2.10 Optional A-1 Conversion
|
14
|
2.11 Optional A-2 Conversion
|
14
|
ARTICLE III DISTRIBUTIONS
|
15
|
3.01 Distributions
|
15
|
3.02 Distributions Upon Liquidation or a Deemed Liquidation Event
|
16
|
3.03 Unvested Class B Common Shares
|
17
|
3.04 Distributions In-Kind
|
17
|
ARTICLE IV TAX MATTERS
|
18
|
4.01 Corporate Status
|
18
|
4.02 Withholding
|
18
|
4.03 Tax Sharing
|
18
|
4.04 Transfer Taxes
|
24
|
ARTICLE V MEMBERS
|
25
|
5.01 Voting Rights of Members
|
25
|
5.02 Quorum; Voting
|
25
|
5.03 Written Consent
|
26
|
|
|
TABLE OF CONTENTS
(continued)
|
Page
|
5.04 Meetings
|
26
|
5.05 Place of Meeting
|
26
|
5.06 Notice of Meeting
|
26
|
5.07 Withdrawal; Partition
|
26
|
5.08 Business Opportunities; Performance of Duties
|
27
|
5.09 Limitation of Liability
|
28
|
5.10 Authority
|
29
|
5.11 Sale of the Company; IPO
|
29
|
5.12 Honda Minority Consent Right
|
29
|
ARTICLE VI MANAGEMENT
|
29
|
6.01 Management
|
29
|
6.02 Number of Directors
|
30
|
6.03 Board Designation Rights and Composition; Proxies
|
30
|
6.04 Board Observer
|
31
|
6.05 Director Appointee Screening
|
32
|
6.06 Tenure of Directors
|
33
|
6.07 Committees
|
33
|
6.08 Director Compensation
|
34
|
6.09 Director Resignation
|
34
|
6.10 Vacancies
|
34
|
6.11 Meetings
|
34
|
6.12 Meetings by Telephone
|
35
|
6.13 Quorum; Actions of Board of Directors; SoftBank Minority Consent Rights
|
35
|
6.14 Competitively Sensitive Information
|
37
|
6.15 Officers
|
37
|
ARTICLE VII EXCULPATION AND INDEMNIFICATION
|
38
|
7.01 Exculpation
|
38
|
7.02 Indemnification
|
38
|
7.03 No Personal Liability
|
40
|
ARTICLE VIII BOOKS AND RECORDS; INFORMATION; RELATED MATTERS; COMPLIANCE
|
40
|
8.01 Generally
|
40
|
8.02 Delivery of Financial Information
|
40
|
8.03 Technical Information
|
41
|
8.04 Applicable ABAC/AML/Trade Laws
|
41
|
|
|
TABLE OF CONTENTS
(continued)
|
Page
|
8.05 Notice to Honda of an OEM Investment
|
42
|
ARTICLE IX TRANSFERS OF COMPANY INTERESTS; ADMISSION OF NEW MEMBERS; GM CALL
|
42
|
9.01 Limitations on Transfer
|
42
|
9.02 Permitted Transfers
|
45
|
9.03 Assignee’s Rights and Obligations
|
45
|
9.04 Admission of Members
|
46
|
9.05 Certain Requirements of Prospective Members
|
46
|
9.06 Status of Transferred Shares
|
47
|
9.07 Tag-Along Rights
|
47
|
9.08 Sale of the Company
|
49
|
9.09 Drag-Along
|
52
|
9.10 Public Offering
|
53
|
9.11 Registration Rights; “Market Stand-Off” Agreement; Volume Restrictions
|
55
|
9.12 GM Call Right
|
56
|
9.13 Optional SoftBank Conversion
|
58
|
ARTICLE X DISSOLUTION
|
59
|
10.01 Events of Dissolution
|
59
|
10.02 Liquidation and Termination
|
60
|
10.03 Cancellation of Certificate
|
61
|
ARTICLE XI EXCLUSIVITY; NON-COMPETE
|
61
|
11.01 Exclusivity
|
61
|
11.02 Non-Compete
|
61
|
ARTICLE XII GENERAL PROVISIONS
|
63
|
12.01 Expenses
|
63
|
12.02 No Third-Party Rights
|
63
|
12.03 Legend on Certificates for Certificated Shares
|
63
|
12.04 Confidentiality
|
64
|
12.05 Power of Attorney
|
65
|
12.06 Notices
|
65
|
12.07 Facsimile and E-Mail
|
66
|
12.08 Amendment
|
67
|
12.09 Tax and Other Advice
|
67
|
12.10 Acknowledgments
|
67
|
12.11 Miscellaneous
|
67
|
|
|
TABLE OF CONTENTS
(continued)
|
Page
|
12.12 Title to Company Assets
|
70
|
12.13 Creditors
|
70
|
12.14 Remedies
|
70
|
12.15 Time is of the Essence; Computation of Time
|
71
|
12.16 Notice to Members of Provisions
|
71
|
12.17 Further Assurances
|
71
|
12.18 Termination
|
71
|
|
Jonathan L. Davis
|
Defined Term
|
Section Where Found
|
Act
|
Section 1.02
|
Additional Member
|
Section 9.04(b)
|
Admission Date
|
Section 9.03(c)
|
Advance Notice
|
Section 2.02(c)(i)
|
Aggregate Company Hypothetical Pre-Deconsolidation Tax Amount
|
Section 4.03(n)(i)
|
Amended Tag Notice
|
Section 9.07(c)
|
Applicable FMV Parties
|
Exhibit II
|
Assignee
|
Section 9.03(a)
|
Binding Transaction Agreement
|
Section 9.01(a)(v)
|
Board Observers
|
Section 6.04
|
Board of Directors
|
Section 6.01(a)
|
Call Notice
|
Section 9.12(b)
|
Cash Election
|
Section 9.13(b)
|
CD Notice
|
Section 2.02(c)(i)
|
Certificated Shares
|
Section 2.08
|
Chairman
|
Section 6.03(b)
|
Class A-1 Preferred Shares
|
Section 2.01(a)
|
Class A-1/D Purchase
|
Section 9.12(a)
|
Class A-1-A Liquidation Preference Amount
|
Appendix I
|
Class A-1-A Preferred Shares
|
Section 2.01(a)
|
Class A-1-B Liquidation Preference Amount
|
Appendix I
|
Class A-1-B Preferred Shares
|
Section 2.01(a)
|
Class A-2 Preferred Shares
|
Section 2.01(a)
|
Class B Common Shares
|
Section 2.01(a)
|
Class C Common Shares
|
Section 2.01(a)
|
Class D Common Shares
|
Section 2.01(a)
|
Class E Common Shares
|
Section 2.01(a)
|
Class E Purchase
|
Section 9.12(b)
|
Commercial Deployment
|
Section 2.02(b)(i)
|
Common Director
|
Section 6.03(a)
|
Company
|
Preamble; Section 12.03
|
Company Hypothetical Pre-Deconsolidation Tax Amount
|
Section 4.03(n)(ii)
|
Company’s Notice of Intention to Sell
|
Section 2.07(a)
|
Cure Period
|
Section 2.02(c)(ii)
|
Deconsolidation
|
Section 4.03(n)(iii)
|
Deemed Liquidation Event
|
Section 3.02(b)
|
Drag Percentage
|
Section 9.09(a)
|
Drag-Along Notice
|
Section 9.09(a)
|
Drag-Along Sale Transaction
|
Section 9.09(a)
|
Dragees
|
Section 9.09(a)
|
Entity
|
Section 9.10(c)
|
Equity Awards
|
Section 2.03(a)
|
Excess New Securities
|
Section 2.07(a)
|
Excess NOL Tax Increase
|
Section 4.03(n)(iv)
|
Excluded Transfer
|
Section 9.01(a)(iii)
|
Defined Term
|
Section Where Found
|
Exempt Employee Member Transfer
|
Section 9.02(a)
|
Exempt Honda Transfer
|
Section 9.02(a)
|
Exempt SoftBank Transfer
|
Section 9.02(a)
|
FAW-GM
|
Section 11.01(a)
|
First A&R Agreement
|
Recitals
|
GM
|
Preamble
|
GM Acquirer
|
Appendix I
|
GM Commitment
|
Section 2.02(e)
|
GM Consolidated Group
|
Section 4.03(n)(v)
|
GM ROFR Date
|
Section 9.01(a)(v)
|
GM ROFR Notice
|
Section 9.01(a)(v)
|
Honda
|
Preamble
|
Honda Board Observer
|
Section 6.04
|
Honda Call Notice
|
Section 9.12(b)
|
Honda Commitment
|
Section 2.04
|
Honda Purchase Agreement
|
Recitals
|
Honda R&D Co
|
Section 6.05
|
Hypothetical Deconsolidated Company NOL Amount
|
Section 4.03(n)(vii)
|
Incremental GM Tax Amount
|
Section 4.03(n)(viii)
|
IP Upsized FMV
|
Exhibit II
|
IP Upsizing
|
Exhibit II
|
IPO Shares
|
Section 9.10(a)
|
IPO Shortfall
|
Section 6.13(d)
|
IRS
|
Section 4.02
|
LLC Agreement
|
Section 12.03
|
Low-Vote IPO Shares
|
Section 9.10(b)
|
Member Group Persons
|
Section 5.08(a)
|
Members Schedule
|
Section 2.01(b)
|
New Securities
|
Section 2.07(a)
|
NOL Deficit Amount
|
Section 4.03(n)(ix)
|
Non-Compete Period
|
Section 11.02(a)
|
Officers
|
Section 6.15
|
Optional SoftBank Conversion Notice
|
Section 9.13(a)
|
Optional SoftBank Conversion Purchase
|
Section 9.13(c)
|
Options
|
Section 2.03(a)
|
Original Agreement
|
Recitals
|
Original Closing Date
|
Recitals
|
Other Business
|
Section 5.08(a)
|
Other Tax Credits
|
Section 4.03(n)(x)
|
Par Securities
|
Section 6.13(c)
|
Participation Members
|
Section 9.07(a)
|
PATAC
|
Section 11.01(a)
|
Payment Period
|
Section 2.02(c)(i)
|
Permitted Transferee
|
Section 9.02(b)
|
Proceeding
|
Section 7.02(a)
|
Defined Term
|
Section Where Found
|
R&D Tax Credits
|
Section 4.03(n)(xi)
|
ROFR Notice
|
Section 9.01(a)(v)
|
ROFR Offered Shares
|
Section 9.01(a)(v)
|
RSUs
|
Section 2.03(a)
|
Section 59(e) Benefit Amount
|
Section 4.03(n)(xii)
|
Section 59(e) Detriment Amount
|
Section 4.03(n)(xiii)
|
Section 59(e) Election
|
Section 4.03(d)
|
Senior Securities
|
Section 2.02(d)(iv)
|
SGM
|
Section 11.01(a)
|
Shares
|
Section 2.01(a)
|
Share Awards
|
Section 2.03(a)
|
Standardized FMV
|
Exhibit II
|
State Acts
|
Section 12.03
|
Stock Election
|
Section 9.13(b)
|
Subsequent SoftBank Commitment
|
Section 2.02(c)(i)
|
Substituted Member
|
Section 9.04(a)
|
SoftBank
|
Preamble
|
SoftBank Board Observer
|
Section 6.04
|
SoftBank Call Notice
|
Section 9.12(a)
|
SoftBank Commitment
|
Section 2.02(a)
|
SoftBank Director
|
Section 6.03(a)
|
SoftBank Fund
|
Appendix I
|
Supplemental Notice of Intention to Sell
|
Section 2.07(a)
|
SVF Transfer
|
Section 9.02(c)
|
Tag Notice
|
Section 9.07(a)
|
Tagged Shares
|
Section 9.07(a)
|
Target
|
Appendix I
|
Tax Materials
|
Section 4.03(m)
|
Tax Period
|
Section 4.03(n)(xiv)
|
Total Conversion Shares
|
Section 9.07(a)(i)
|
Total Tagged Shares
|
Section 9.07(a)(ii)
|
Total Optional Conversion Shares
|
Appendix I
|
Transferor
|
Section 9.01(a)(v)
|
Transferring Holder
|
Section 9.07(a)
|
Company Name
|
State or Sovereign Power of Incorporation
|
2140879 Ontario Inc.
|
Canada
|
ACAR Leasing Ltd.
|
Delaware
|
ACF Investment Corp.
|
Delaware
|
Adam Opel GmbH
|
Germany
|
AFS SenSub Corp.
|
Nevada
|
AmeriCredit Consumer Loan Company, Inc.
|
Nevada
|
AmeriCredit Financial Services, Inc.
|
Delaware
|
Annunciata Corporation
|
Delaware
|
APGO Trust
|
Delaware
|
Argonaut Holdings LLC
|
Delaware
|
Banco GMAC S.A.
|
Brazil
|
BOCO (Proprietary) Limited
|
South Africa
|
Boco Trust
|
South Africa
|
Cadillac Korea Co., Ltd.
|
Korea, Republic of
|
Carve-Out Ownership Cooperative LLC
|
Delaware
|
Chevrolet Deutschland GmbH
|
Germany
|
Chevrolet Sales (Thailand) Limited
|
Thailand
|
Chevrolet Sales India Private Ltd.
|
India
|
Chevrolet Sociedad Anonima de Ahorro para Fines Determinados
|
Argentina
|
CHEVYPLAN S.A. Sociedad Administradora de Planes de Autofinanciamiento Comercial
|
Colombia
|
Controladora General Motors, S.A. de C.V.
|
Mexico
|
DCJ1 LLC
|
Delaware
|
Dealership Liquidations, Inc.
|
Delaware
|
Delphi Energy and Engine Management Systems UK Overseas Corporation
|
Delaware
|
DMAX, Ltd.
|
Ohio
|
FAW-GM Light Duty Commercial Vehicle Co., Ltd.
|
China
|
Fundacion Chevrolet
|
Colombia
|
General Motors - Colmotores S.A.
|
Colombia
|
General Motors (China) Investment Company Limited
|
China
|
General Motors (Thailand) Limited
|
Thailand
|
General Motors Advisory Services LLC
|
Uzbekistan
|
General Motors Africa and Middle East FZE
|
United Arab Emirates
|
General Motors Asia Pacific Holdings, LLC
|
Delaware
|
General Motors Asia, LLC
|
Delaware
|
General Motors Asset Management Corporation
|
Delaware
|
General Motors Australia Ltd.
|
Australia
|
General Motors Auto LLC
|
Russian Federation
|
General Motors Automobiles Philippines, Inc.
|
Philippines
|
General Motors Automotive Holdings, S.L.
|
Spain
|
General Motors Belgique Automobile NV
|
Belgium
|
General Motors Chile Industria Automotriz Limitada
|
Chile
|
General Motors China LLC
|
Delaware
|
Company Name
|
State or Sovereign Power of Incorporation
|
General Motors Daewoo Auto and Technology CIS LLC
|
Russian Federation
|
General Motors de Argentina S.r.l.
|
Argentina
|
General Motors de Mexico, S. de R.L. de C.V.
|
Mexico
|
General Motors del Ecuador S.A.
|
Ecuador
|
General Motors do Brasil Ltda.
|
Brazil
|
General Motors Egypt, S.A.E.
|
Egypt
|
General Motors Europe Limited
|
England and Wales
|
General Motors Financial Chile Limitada
|
Chile
|
General Motors Financial Chile S.A.
|
Chile
|
General Motors Financial Company, Inc.
|
Texas
|
General Motors Financial of Canada, Ltd.
|
Canada
|
General Motors Global Service Operations, Inc.
|
Delaware
|
General Motors Holden Australia Ltd.
|
Australia
|
General Motors Holden Australia NSC Ltd.
|
Australia
|
General Motors Holdings LLC
|
Delaware
|
General Motors India Private Limited
|
India
|
General Motors International Holdings LLC
|
Delaware
|
General Motors International Operations Pte. Ltd.
|
Singapore
|
General Motors International Services Company SAS
|
Colombia
|
General Motors International Services LLC
|
Delaware
|
General Motors Investment Limited
|
Hong Kong
|
General Motors Investment Management Corporation
|
Delaware
|
General Motors Investment Participacoes Ltda.
|
Brazil
|
General Motors Investments Pty. Ltd.
|
Australia
|
General Motors Israel Ltd.
|
Israel
|
General Motors IT Services (Ireland) Limited
|
Ireland
|
General Motors Japan Limited
|
Japan
|
General Motors Limited
|
England
|
General Motors LLC
|
Delaware
|
General Motors New Zealand Pensions Limited
|
New Zealand
|
General Motors of Canada Company
|
Canada
|
General Motors Overseas Commercial Vehicle Corporation
|
Delaware
|
General Motors Overseas Corporation
|
Delaware
|
General Motors Overseas Distribution LLC
|
Delaware
|
General Motors Peru S.A.
|
Peru
|
General Motors Powertrain (Thailand) Limited
|
Thailand
|
General Motors Research Corporation
|
Delaware
|
General Motors South Africa (Pty) Limited
|
South Africa
|
General Motors Taiwan Ltd.
|
Taiwan
|
General Motors Technical Centre India Private Limited
|
India
|
General Motors Treasury Center, LLC
|
Delaware
|
General Motors Uruguay S.A.
|
Uruguay
|
Company Name
|
State or Sovereign Power of Incorporation
|
General Motors Ventures LLC
|
Delaware
|
General Motors Warehousing and Trading (Shanghai) Co. Ltd.
|
China
|
General Motors-Holden's Sales Pty. Limited
|
Australia
|
Global Services Detroit LLC
|
Delaware
|
Global Tooling Service Company Europe Limited
|
England and Wales
|
GM (UK) Pension Trustees Limited
|
England
|
GM Administradora de Bens Ltda.
|
Brazil
|
GM CME Holdings C.V.
|
Netherlands
|
GM Components Holdings, LLC
|
Delaware
|
GM Cruise Holdings LLC
|
Delaware
|
GM Cruise LLC
|
Delaware
|
GM Defense LLC
|
Delaware
|
GM Eurometals, Inc.
|
Delaware
|
GM Finance Co. Holdings LLC
|
Delaware
|
GM Financial Canada Leasing Ltd.
|
Canada
|
GM Financial Colombia Holdings LLC
|
Delaware
|
GM Financial Colombia S.A. Compania de Financiamiento
|
Colombia
|
GM Financial Consumer Discount Company
|
Pennsylvania
|
GM Financial de Mexico, S.A. de C.V. SOFOM E.R.
|
Mexico
|
GM Financial Holdings LLC
|
Delaware
|
GM Financial Mexico Holdings LLC
|
Delaware
|
GM Global Propulsion Systems -Torino S.r.l.
|
Italy
|
GM Global Technology Operations LLC
|
Delaware
|
GM Global Tooling Company LLC
|
Delaware
|
GM Global Treasury Centre Limited
|
England and Wales
|
GM Holden Ltd.
|
Australia
|
GM Holdings U.K. No.1 Limited
|
England and Wales
|
GM Inversiones Santiago Limitada
|
Chile
|
GM Investment Trustees Limited
|
England
|
GM Korea Company
|
Korea, Republic of
|
GM LAAM Holdings, LLC
|
Delaware
|
GM Mexico Holdings B.V.
|
Netherlands
|
GM Mobility Europe GmbH
|
Germany
|
GM Personnel Services, Inc.
|
Delaware
|
GM Philippines, Inc.
|
Philippines
|
GM PSA Purchasing Services S.A.
|
Belgium
|
GM Regional Holdings LLC
|
Delaware
|
GM Retirees Pension Trustees Limited
|
England
|
GM Subsystems Manufacturing, LLC
|
Delaware
|
GMAC Administradora de Consorcios Ltda.
|
Brazil
|
GMAC Prestadora de Servicios de Mao de Obra Ltda.
|
Brazil
|
GMACI Corretora de Seguros Ltda
|
Brazil
|
Company Name
|
State or Sovereign Power of Incorporation
|
GMCH&SP Private Equity II L.P.
|
Canada
|
GM-DI Leasing LLC
|
Delaware
|
GMF Australia Pty Ltd
|
Australia
|
GMF Europe LLP
|
England and Wales
|
GMF Funding Corp.
|
Delaware
|
GMF Global Assignment LLC
|
Delaware
|
GMF International LLC
|
Delaware
|
GMF Leasing LLC
|
Delaware
|
GMF Wholesale Receivables LLC
|
Delaware
|
GMGP Holdings LLC
|
Delaware
|
Grand Pointe Holdings, Inc.
|
Michigan
|
Grand Pointe Park Condominium Association
|
Michigan
|
Holden New Zealand Limited
|
New Zealand
|
IBC Pension Trustees Limited
|
England
|
Lease Ownership Cooperative LLC
|
Delaware
|
Lidlington Engineering Company, Ltd.
|
Delaware
|
Limited Liability Company "General Motors CIS"
|
Russian Federation
|
Maven Drive LLC
|
Delaware
|
Maven Leasing Ltd.
|
Delaware
|
Millbrook Pension Management Limited
|
England
|
Monetization of Carve-Out, LLC
|
Delaware
|
Motors Holding LLC
|
Delaware
|
Multi-Use Lease Entity Trust
|
Delaware
|
North American New Cars LLC
|
Delaware
|
Omnibus BB Transportes, S. A.
|
Ecuador
|
OnStar Connected Services Srl
|
Romania
|
OnStar de Mexico S. de R.L. de C.V.
|
Mexico
|
OnStar Europe Ltd.
|
England and Wales
|
OnStar Global Services Corporation
|
Delaware
|
OnStar, LLC
|
Delaware
|
P.T. G M AutoWorld Indonesia
|
Indonesia
|
P.T. General Motors Indonesia
|
Indonesia
|
Pan Asia Technical Automotive Center Company, Ltd.
|
China
|
PIMS Co.
|
Delaware
|
Prestadora de Servicios GMF Colombia S.A.S.
|
Colombia
|
Private Auto Lease Trust
|
Delaware
|
PT. General Motors Indonesia Manufacturing
|
Indonesia
|
Riverfront Holdings III, Inc.
|
Delaware
|
Riverfront Holdings Phase II, Inc.
|
Delaware
|
Riverfront Holdings, Inc.
|
Delaware
|
SAIC General Motors Corporation Limited
|
China
|
SAIC General Motors Sales Company Limited
|
China
|
Company Name
|
State or Sovereign Power of Incorporation
|
SAIC GM (Shenyang) Norsom Motors Co., Ltd.
|
China
|
SAIC GM Dong Yue Motors Company Limited
|
China
|
SAIC GM Dong Yue Powertrain Company Limited
|
China
|
SAIC GM Wuling Automobile Company Limited
|
China
|
SAIC-GMAC Automotive Finance Company Limited
|
China
|
SAIC-GMF Leasing Co. Ltd.
|
China
|
Servicios GMAC S.A. de C.V.
|
Mexico
|
Shanghai OnStar Telematics Co. Ltd.
|
China
|
Strobe, Inc.
|
Delaware and
California
|
Vehicle Asset Universal Leasing Trust
|
Delaware
|
WRE, Inc.
|
Michigan
|
Zona Franca Industrial Colmotores SAS
|
Colombia
|
(1)
|
Registration Statement (Form S-3 No. 333-215924),
|
(2)
|
Registration Statement (Form S-8 No. 333-218793) pertaining to the General Motors Company 2017 Long-Term Incentive Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-211344) pertaining to the General Motors Company 2016 Equity Incentive Plan, and
|
(4)
|
Registration Statement (Form S-8 No. 333-196812) pertaining to the General Motors Company 2014 Long-Term Incentive Plan;
|
/
s
/ ERNST & YOUNG LLP
|
|
Detroit, Michigan
|
February 6, 2019
|
/
s
/ Deloitte & Touche LLP
|
|
Detroit, Michigan
|
February 6, 2019
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ JANE L. MENDILLO
|
|
|
|
|
Jane L. Mendillo
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ LINDA R. GOODEN
|
|
|
|
|
Linda R. Gooden
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ JOSEPH JIMENEZ
|
|
|
|
|
Joseph Jimenez
|
|
|
|
|
|
|
|
|
|
January 17, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ ADMIRAL MICHAEL G. MULLEN, USN (ret.)
|
|
|
|
|
Admiral Michael G. Mullen, USN (ret.)
|
|
|
|
|
|
|
|
|
|
December 10, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ JUDITH A. MISCIK
|
|
|
|
|
Judith A. Miscik
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ JAMES J. MULVA
|
|
|
|
|
James J. Mulva
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ PATRICIA F. RUSSO
|
|
|
|
|
Patricia F. Russo
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ THOMAS M. SCHOEWE
|
|
|
|
|
Thomas M. Schoewe
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ CAROL M. STEPHENSON
|
|
|
|
|
Carol M. Stephenson
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ THEODORE M. SOLSO
|
|
|
|
|
Theodore M. Solso
|
|
|
|
|
|
|
|
|
|
December 10, 2018
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
|
|
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2018
|
|
|
|
/s/ DEVIN N. WENIG
|
|
|
|
|
Devin N. Wenig
|
|
|
|
|
|
|
|
|
|
December 11, 2018
|
|
|
|
|
Date
|
|
|
/s/ MARY T. BARRA
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer |
|
Date:
|
February 6, 2019
|
|
|
|
|
/s/ DHIVYA SURYADEVARA
|
|
|
|
Dhivya Suryadevara
Executive Vice President and Chief Financial Officer |
|
Date:
|
February 6, 2019
|
|
|
|
|
/s/ MARY T. BARRA
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
/s/ DHIVYA SURYADEVARA
|
|
|
|
Dhivya Suryadevara
Executive Vice President and Chief Financial Officer |
|
Date:
|
February 6, 2019
|
|
|