☑
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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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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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300 Renaissance Center,
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Detroit,
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Michigan
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48265
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-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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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GM
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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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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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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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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
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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 Accounting 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
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Signatures
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Years Ended December 31,
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||||||||||||||||
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2019
|
|
2018
|
|
2017
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||||||||||||
GMNA
|
3,214
|
|
|
76.4
|
%
|
|
3,555
|
|
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75.5
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%
|
|
3,511
|
|
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73.5
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%
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GMI
|
995
|
|
|
23.6
|
%
|
|
1,152
|
|
|
24.5
|
%
|
|
1,267
|
|
|
26.5
|
%
|
Total
|
4,209
|
|
|
100.0
|
%
|
|
4,707
|
|
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100.0
|
%
|
|
4,778
|
|
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100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
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||||||
Discontinued operations
|
—
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|
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—
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696
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|
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Years Ended December 31,
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|||||||||||||||||||||||||
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2019
|
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2018
|
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2017
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|||||||||||||||||||||
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Industry
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GM
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Market Share
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Industry
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GM
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Market Share
|
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Industry
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GM
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Market Share
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|||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||||
United States
|
17,533
|
|
|
2,887
|
|
|
16.5
|
%
|
|
17,721
|
|
|
2,954
|
|
|
16.7
|
%
|
|
17,570
|
|
|
3,002
|
|
|
17.1
|
%
|
Other
|
3,642
|
|
|
480
|
|
|
13.2
|
%
|
|
3,839
|
|
|
536
|
|
|
14.0
|
%
|
|
3,980
|
|
|
574
|
|
|
14.4
|
%
|
Total North America
|
21,175
|
|
|
3,367
|
|
|
15.9
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%
|
|
21,560
|
|
|
3,490
|
|
|
16.2
|
%
|
|
21,550
|
|
|
3,576
|
|
|
16.6
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%
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Asia/Pacific, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|||||||||
China(a)
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25,398
|
|
|
3,094
|
|
|
12.2
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%
|
|
26,519
|
|
|
3,645
|
|
|
13.7
|
%
|
|
28,231
|
|
|
4,041
|
|
|
14.3
|
%
|
Other(b)
|
21,503
|
|
|
584
|
|
|
2.7
|
%
|
|
22,258
|
|
|
557
|
|
|
2.5
|
%
|
|
21,288
|
|
|
629
|
|
|
3.0
|
%
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Total Asia/Pacific, Middle East and Africa
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46,901
|
|
|
3,678
|
|
|
7.8
|
%
|
|
48,777
|
|
|
4,202
|
|
|
8.6
|
%
|
|
49,519
|
|
|
4,670
|
|
|
9.4
|
%
|
South America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||||
Brazil
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2,787
|
|
|
476
|
|
|
17.1
|
%
|
|
2,566
|
|
|
434
|
|
|
16.9
|
%
|
|
2,239
|
|
|
394
|
|
|
17.6
|
%
|
Other
|
1,531
|
|
|
193
|
|
|
12.6
|
%
|
|
1,925
|
|
|
256
|
|
|
13.3
|
%
|
|
1,928
|
|
|
275
|
|
|
14.3
|
%
|
Total South America
|
4,318
|
|
|
669
|
|
|
15.5
|
%
|
|
4,491
|
|
|
690
|
|
|
15.4
|
%
|
|
4,167
|
|
|
669
|
|
|
16.1
|
%
|
Total in GM markets
|
72,394
|
|
|
7,714
|
|
|
10.7
|
%
|
|
74,828
|
|
|
8,382
|
|
|
11.2
|
%
|
|
75,236
|
|
|
8,915
|
|
|
11.8
|
%
|
Total Europe
|
18,876
|
|
|
4
|
|
|
—
|
%
|
|
18,928
|
|
|
4
|
|
|
—
|
%
|
|
19,190
|
|
|
685
|
|
|
3.6
|
%
|
Total Worldwide(c)
|
91,270
|
|
|
7,718
|
|
|
8.5
|
%
|
|
93,756
|
|
|
8,386
|
|
|
8.9
|
%
|
|
94,426
|
|
|
9,600
|
|
|
10.2
|
%
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cars
|
4,842
|
|
|
389
|
|
|
8.0
|
%
|
|
5,389
|
|
|
560
|
|
|
10.4
|
%
|
|
6,145
|
|
|
709
|
|
|
11.5
|
%
|
Trucks(d)
|
4,496
|
|
|
1,332
|
|
|
29.6
|
%
|
|
4,215
|
|
|
1,360
|
|
|
32.3
|
%
|
|
4,004
|
|
|
1,328
|
|
|
33.2
|
%
|
Crossovers(d)
|
8,195
|
|
|
1,166
|
|
|
14.2
|
%
|
|
8,117
|
|
|
1,034
|
|
|
12.7
|
%
|
|
7,421
|
|
|
965
|
|
|
13.0
|
%
|
Total United States
|
17,533
|
|
|
2,887
|
|
|
16.5
|
%
|
|
17,721
|
|
|
2,954
|
|
|
16.7
|
%
|
|
17,570
|
|
|
3,002
|
|
|
17.1
|
%
|
China(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SGMS
|
|
|
1,482
|
|
|
|
|
|
|
|
|
1,749
|
|
|
|
|
|
|
|
|
1,906
|
|
|
|
|
|
SGMW
|
|
|
1,612
|
|
|
|
|
|
|
|
|
1,896
|
|
|
|
|
|
|
|
|
2,135
|
|
|
|
|
|
Total China
|
25,398
|
|
|
3,094
|
|
|
12.2
|
%
|
|
26,519
|
|
|
3,645
|
|
|
13.7
|
%
|
|
28,231
|
|
|
4,041
|
|
|
14.3
|
%
|
(a)
|
Includes sales by our Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW).
|
(b)
|
Includes Industry and GM sales in India and South Africa where we ceased vehicle sales for those domestic markets as of December 31, 2017.
|
(c)
|
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.
|
(d)
|
Certain industry vehicles have been reclassified between these vehicle segments. GM vehicles were not impacted by this change. The prior period has been recast to reflect the changes.
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
GMNA
|
741
|
|
|
740
|
|
|
691
|
|
GMI
|
498
|
|
|
478
|
|
|
541
|
|
Total fleet sales
|
1,239
|
|
|
1,218
|
|
|
1,232
|
|
|
|
|
|
|
|
|||
Fleet sales as a percentage of total vehicle sales
|
16.1
|
%
|
|
14.5
|
%
|
|
13.8
|
%
|
(a)
|
Includes Cruise.
|
Name (Age)
|
|
Present GM Position (Effective Date)
|
|
Positions Held During the Past Five Years (Effective Date)
|
Mary T. Barra (58)
|
|
Chairman and Chief Executive Officer (2016)
|
|
Chief Executive Officer and Member of the Board of Directors (2014)
|
Barry L. Engle (56)
|
|
Executive Vice President and President, North America (2019)
|
|
Executive Vice President and President, The Americas (2019)
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 (62)
|
|
Executive Vice President and General Counsel (2015)
|
|
LyondellBasell, Executive Vice President and Chief Legal Officer (2009)
|
Christopher T. Hatto (49)
|
|
Vice President, Global Business Solutions and Chief Accounting Officer (2020)
|
|
Vice President, Controller and Chief Accounting Officer (2018)
Chief Financial Officer, U.S. Sales Operations (2016)
Chief Financial Officer, Customer Care and Aftersales (2013)
|
Gerald Johnson (57)
|
|
Executive Vice President, Global Manufacturing (2019)
|
|
Vice President, North America Manufacturing and Labor Relations (2017)
Vice President of Operational Excellence (2014)
|
Randall D. Mott (63)
|
|
Executive Vice President, Global Information Technology and Chief Information Officer (2019)
|
|
Senior Vice President, Global Information Technology and Chief Information Officer (2013)
|
Douglas L. Parks (58)
|
|
Executive Vice President, Global Product Development, Purchasing and Supply Chain (2019)
|
|
Vice President, Autonomous and Electric Vehicles (2017)
Vice President, Autonomous Technology and Vehicle Execution (2016)
Vice President, Global Product Programs (2012)
|
Mark L. Reuss (56)
|
|
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 (40)
|
|
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 (59)
|
|
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, 2019 through October 31, 2019
|
23,723
|
|
|
$
|
36.08
|
|
|
—
|
|
|
$3.4 billion
|
November 1, 2019 through November 30, 2019
|
3,480
|
|
|
$
|
37.16
|
|
|
—
|
|
|
$3.4 billion
|
December 1, 2019 through December 31, 2019
|
29,090
|
|
|
$
|
36.28
|
|
|
—
|
|
|
$3.4 billion
|
Total
|
56,293
|
|
|
$
|
36.25
|
|
|
—
|
|
|
|
(a)
|
Shares purchased consist of 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.
|
(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,
|
||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net sales and revenue
|
$
|
137,237
|
|
|
$
|
147,049
|
|
|
$
|
145,588
|
|
|
$
|
149,184
|
|
|
$
|
135,725
|
|
Income from continuing operations(a)
|
$
|
6,667
|
|
|
$
|
8,075
|
|
|
$
|
330
|
|
|
$
|
9,269
|
|
|
$
|
9,590
|
|
Basic earnings per common share – continuing operations(a)
|
$
|
4.62
|
|
|
$
|
5.66
|
|
|
$
|
0.23
|
|
|
$
|
6.12
|
|
|
$
|
6.09
|
|
Diluted earnings per common share – continuing operations(a)
|
$
|
4.57
|
|
|
$
|
5.58
|
|
|
$
|
0.22
|
|
|
$
|
6.00
|
|
|
$
|
5.89
|
|
Dividends declared per common share
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.38
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets(b)
|
$
|
228,037
|
|
|
$
|
227,339
|
|
|
$
|
212,482
|
|
|
$
|
221,690
|
|
|
$
|
194,338
|
|
Automotive notes and loans payable
|
$
|
14,386
|
|
|
$
|
13,963
|
|
|
$
|
13,502
|
|
|
$
|
10,560
|
|
|
$
|
8,535
|
|
GM Financial notes and loans payable
|
$
|
88,938
|
|
|
$
|
90,988
|
|
|
$
|
80,717
|
|
|
$
|
64,563
|
|
|
$
|
45,479
|
|
Total equity
|
$
|
45,957
|
|
|
$
|
42,777
|
|
|
$
|
36,200
|
|
|
$
|
44,075
|
|
|
$
|
40,323
|
|
(a)
|
We estimate that the lost vehicle production volumes and parts sales due to the UAW strike had an unfavorable pre-tax impact of approximately $3.6 billion on our Income from continuing operations in the year ended December 31, 2019. In the year ended December 31, 2019 we recorded: (1) pre-tax charges of $1.8 billion related to transformation activities including accelerated depreciation, supplier-related charges and other charges; and (2) a pre-tax benefit of $1.4 billion related to the retrospective recoveries of indirect taxes in Brazil. In the year ended December 31, 2018 we recorded: (1) pre-tax charges of $1.3 billion related to transformation activities including employee separation, accelerated depreciation and other charges; (2) pre-tax charges of $1.1 billion related to the closure of a facility and other restructuring actions in Korea; (3) pre-tax charges of $0.4 billion for ignition switch related legal matters; and (4) a non-recurring tax benefit of $1.0 billion related to foreign earnings. In the year ended December 31, 2017 we recorded: (1) tax expense of $7.3 billion related to U.S. tax reform legislation; (2) $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 (3) pre-tax charges of $0.5 billion related to restructuring actions in India and South Africa. In the year ended December 31, 2015 we recorded: (1) the reversal of deferred tax asset valuation allowances of $3.9 billion in Europe; and (2) pre-tax charges related to the Ignition Switch Recall Compensation Program and for various legal matters of approximately $1.6 billion.
|
(b)
|
Total assets included assets held for sale of $20.6 billion and $20.0 billion at December 31, 2016 and 2015.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) attributable to stockholders
|
$
|
6,732
|
|
|
$
|
8,014
|
|
|
$
|
(3,864
|
)
|
Loss from discontinued operations, net of tax
|
—
|
|
|
70
|
|
|
4,212
|
|
|||
Income tax expense
|
769
|
|
|
474
|
|
|
11,533
|
|
|||
Automotive interest expense
|
782
|
|
|
655
|
|
|
575
|
|
|||
Automotive interest income
|
(429
|
)
|
|
(335
|
)
|
|
(266
|
)
|
|||
Adjustments
|
|
|
|
|
|
||||||
Transformation activities(a)
|
1,735
|
|
|
1,327
|
|
|
—
|
|
|||
GM Brazil indirect tax recoveries(b)
|
(1,360
|
)
|
|
—
|
|
|
—
|
|
|||
FAW-GM divestiture(c)
|
164
|
|
|
—
|
|
|
—
|
|
|||
GMI restructuring(d)
|
—
|
|
|
1,138
|
|
|
540
|
|
|||
Ignition switch recall and related legal matters(e)
|
—
|
|
|
440
|
|
|
114
|
|
|||
Total adjustments
|
539
|
|
|
2,905
|
|
|
654
|
|
|||
EBIT-adjusted
|
$
|
8,393
|
|
|
$
|
11,783
|
|
|
$
|
12,844
|
|
(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 accelerated depreciation, supplier-related charges, pension and other curtailment charges and employee-related separation charges in the year ended December 31, 2019 and primarily employee separation charges and accelerated depreciation in the year ended December 31, 2018.
|
(b)
|
This adjustment was excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes.
|
(c)
|
This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM), as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns.
|
(d)
|
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.
|
(e)
|
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,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
||||||||||||
Diluted earnings (loss) per common share
|
$
|
6,581
|
|
|
$
|
4.57
|
|
|
$
|
7,916
|
|
|
$
|
5.53
|
|
|
$
|
(3,880
|
)
|
|
$
|
(2.60
|
)
|
Diluted loss per common share – discontinued operations
|
—
|
|
|
—
|
|
|
70
|
|
|
0.05
|
|
|
4,212
|
|
|
2.82
|
|
||||||
Adjustments(a)
|
539
|
|
|
0.38
|
|
|
2,905
|
|
|
2.03
|
|
|
654
|
|
|
0.44
|
|
||||||
Tax effect on adjustments(b)
|
(188
|
)
|
|
(0.13
|
)
|
|
(416
|
)
|
|
(0.29
|
)
|
|
(208
|
)
|
|
(0.14
|
)
|
||||||
Tax adjustments(c)
|
—
|
|
|
—
|
|
|
(1,111
|
)
|
|
(0.78
|
)
|
|
9,099
|
|
|
6.10
|
|
||||||
EPS-diluted-adjusted
|
$
|
6,932
|
|
|
$
|
4.82
|
|
|
$
|
9,364
|
|
|
$
|
6.54
|
|
|
$
|
9,877
|
|
|
$
|
6.62
|
|
(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,
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
|
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
|
$
|
7,436
|
|
|
$
|
769
|
|
|
10.3
|
%
|
|
$
|
8,549
|
|
|
$
|
474
|
|
|
5.5
|
%
|
|
$
|
11,863
|
|
|
$
|
11,533
|
|
|
97.2
|
%
|
Adjustments(a)
|
545
|
|
|
188
|
|
|
|
|
2,946
|
|
|
416
|
|
|
|
|
$
|
654
|
|
|
208
|
|
|
|
||||||||
Tax adjustments(b)
|
|
|
—
|
|
|
|
|
|
|
1,111
|
|
|
|
|
|
|
(9,099
|
)
|
|
|
||||||||||||
ETR-adjusted
|
$
|
7,981
|
|
|
$
|
957
|
|
|
12.0
|
%
|
|
$
|
11,495
|
|
|
$
|
2,001
|
|
|
17.4
|
%
|
|
$
|
12,517
|
|
|
$
|
2,642
|
|
|
21.1
|
%
|
(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 for adjustment details. Net income attributable to noncontrolling interests for these adjustments is included in the years ended December 31, 2019 and 2018. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.
|
(b)
|
Refer to the reconciliation of diluted earnings (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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) attributable to stockholders
|
$
|
6.7
|
|
|
$
|
8.0
|
|
|
$
|
(3.9
|
)
|
Average equity(a)
|
$
|
43.7
|
|
|
$
|
37.4
|
|
|
$
|
42.2
|
|
ROE
|
15.4
|
%
|
|
21.4
|
%
|
|
(9.2
|
)%
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
EBIT-adjusted(a)
|
$
|
8.4
|
|
|
$
|
11.8
|
|
|
$
|
12.8
|
|
Average equity(b)
|
$
|
43.7
|
|
|
$
|
37.4
|
|
|
$
|
42.2
|
|
Add: Average automotive debt and interest liabilities (excluding finance leases)
|
14.9
|
|
|
14.4
|
|
|
11.6
|
|
|||
Add: Average automotive net pension & OPEB liability
|
16.7
|
|
|
18.3
|
|
|
21.0
|
|
|||
Less: Average automotive net income tax asset
|
(23.5
|
)
|
|
(22.7
|
)
|
|
(29.3
|
)
|
|||
ROIC-adjusted average net assets
|
$
|
51.8
|
|
|
$
|
47.4
|
|
|
$
|
45.5
|
|
ROIC-adjusted
|
16.2
|
%
|
|
24.9
|
%
|
|
28.2
|
%
|
(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.
|
•
|
Lump sum ratification bonus payments to eligible employees of $11,000 and eligible temporary employees of $4,500 in November 2019 totaling $0.5 billion;
|
•
|
Lump sum payments, equivalent to 4% of qualified earnings, to eligible employees in November 2019 and October 2021, totaling approximately $0.2 billion;
|
•
|
Lump sum payments of $1,000 to be made annually to eligible employees in June 2020 through June 2023, totaling approximately $0.2 billion;
|
•
|
Gross wage increases of 3% in 2020 and 2022 for eligible employees, totaling approximately $0.4 billion during the four-year agreement;
|
•
|
Detroit Hamtramck Assembly facility will remain open and receive a new product allocation. Lordstown Assembly, Baltimore Transmission and Warren Transmission facilities will close;
|
•
|
Cash severance incentive programs to qualified employees based on employee interest, eligibility and management approval; and
|
•
|
Additional manufacturing investments of approximately $7.7 billion to create or retain more than 9,000 UAW jobs during the period of the Labor Agreement.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
Residual Value
|
|
Units
|
|
Percentage
|
|
Residual Value
|
|
Units
|
|
Percentage
|
||||||||
Crossovers
|
$
|
15,950
|
|
|
972
|
|
|
60.5
|
%
|
|
$
|
15,057
|
|
|
917
|
|
|
53.8
|
%
|
Trucks
|
7,256
|
|
|
288
|
|
|
18.0
|
%
|
|
7,299
|
|
|
296
|
|
|
17.4
|
%
|
||
SUVs
|
3,917
|
|
|
108
|
|
|
6.7
|
%
|
|
4,160
|
|
|
111
|
|
|
6.5
|
%
|
||
Cars
|
3,276
|
|
|
238
|
|
|
14.8
|
%
|
|
4,884
|
|
|
379
|
|
|
22.3
|
%
|
||
Total
|
$
|
30,399
|
|
|
1,606
|
|
|
100.0
|
%
|
|
$
|
31,400
|
|
|
1,703
|
|
|
100.0
|
%
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||
2019
|
|
2018
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
106,366
|
|
|
$
|
113,792
|
|
|
$
|
(7,426
|
)
|
|
(6.5
|
)%
|
|
|
$
|
(10.0
|
)
|
|
$
|
1.7
|
|
|
$
|
1.3
|
|
|
$
|
(0.5
|
)
|
GMI
|
16,111
|
|
|
19,148
|
|
|
(3,037
|
)
|
|
(15.9
|
)%
|
|
|
$
|
(2.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
0.5
|
|
|
$
|
(1.1
|
)
|
|||
Corporate
|
220
|
|
|
203
|
|
|
17
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|||||||
Automotive
|
122,697
|
|
|
133,143
|
|
|
(10,446
|
)
|
|
(7.8
|
)%
|
|
|
$
|
(12.2
|
)
|
|
$
|
1.5
|
|
|
$
|
1.9
|
|
|
$
|
(1.6
|
)
|
|||
Cruise
|
100
|
|
|
—
|
|
|
100
|
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
$
|
0.1
|
|
|||||||||
GM Financial
|
14,554
|
|
|
14,016
|
|
|
538
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
|
|
$
|
0.5
|
|
|||||||
Eliminations/Reclassifications
|
(114
|
)
|
|
(110
|
)
|
|
(4
|
)
|
|
(3.6
|
)%
|
|
|
|
|
|
$
|
0.1
|
|
|
|
|
$
|
(0.1
|
)
|
||||||
Total net sales and revenue
|
$
|
137,237
|
|
|
$
|
147,049
|
|
|
$
|
(9,812
|
)
|
|
(6.7
|
)%
|
|
|
$
|
(12.2
|
)
|
|
$
|
1.5
|
|
|
$
|
1.9
|
|
|
$
|
(1.0
|
)
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||
|
2019
|
|
2018
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Cost
|
|
Other
|
||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
94,582
|
|
|
$
|
99,445
|
|
|
$
|
4,863
|
|
|
4.9
|
%
|
|
|
$
|
7.2
|
|
|
$
|
(1.7
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
0.3
|
|
GMI
|
14,967
|
|
|
20,418
|
|
|
5,451
|
|
|
26.7
|
%
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
0.6
|
|
|||
Corporate
|
81
|
|
|
178
|
|
|
97
|
|
|
54.5
|
%
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
||||
Cruise
|
1,026
|
|
|
715
|
|
|
(311
|
)
|
|
(43.5
|
)%
|
|
|
|
|
|
|
|
|
$
|
(0.3
|
)
|
|
|
|
||||||
Eliminations
|
(5
|
)
|
|
(100
|
)
|
|
(95
|
)
|
|
(95.0
|
)%
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|||||
Total automotive and other cost of sales
|
$
|
110,651
|
|
|
$
|
120,656
|
|
|
$
|
10,005
|
|
|
8.3
|
%
|
|
|
$
|
9.1
|
|
|
$
|
(1.8
|
)
|
|
$
|
1.6
|
|
|
$
|
1.1
|
|
|
Years Ended December 31,
|
|
Year Ended
2019 vs. 2018 Change
|
|||||||||||||||
|
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Favorable/ (Unfavorable)
|
|
%
|
|||||||||
Automotive and other selling, general and administrative expense
|
$
|
8,491
|
|
|
$
|
9,650
|
|
|
$
|
9,570
|
|
|
$
|
1,159
|
|
|
12.0
|
%
|
|
Years Ended December 31,
|
|
Year Ended
2019 vs. 2018 Change
|
|||||||||||||||
|
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Favorable/ (Unfavorable)
|
|
%
|
|||||||||
Interest income and other non-operating income, net
|
$
|
1,469
|
|
|
$
|
2,596
|
|
|
$
|
1,645
|
|
|
$
|
(1,127
|
)
|
|
(43.4
|
)%
|
|
Years Ended December 31,
|
|
Year Ended
2019 vs. 2018 Change
|
|||||||||||||||
|
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Favorable/ (Unfavorable)
|
|
%
|
|||||||||
Gains (losses) related to Lyft
|
$
|
(74
|
)
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
n.m.
|
|
Gains (losses) related to PSA warrants
|
154
|
|
|
116
|
|
|
(56
|
)
|
|
38
|
|
|
32.8
|
%
|
||||
Total gains (losses) on investments
|
$
|
80
|
|
|
$
|
258
|
|
|
$
|
(56
|
)
|
|
$
|
(178
|
)
|
|
(69.0
|
)%
|
|
Years Ended December 31,
|
|
Year Ended
2019 vs. 2018 Change
|
|||||||||||||||
|
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Favorable/ (Unfavorable)
|
|
%
|
|||||||||
Income tax expense
|
$
|
769
|
|
|
$
|
474
|
|
|
$
|
11,533
|
|
|
$
|
(295
|
)
|
|
(62.2
|
)%
|
|
Years Ended December 31,
|
|
Favorable/ (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
106,366
|
|
|
$
|
113,792
|
|
|
$
|
(7,426
|
)
|
|
(6.5
|
)%
|
|
|
$
|
(10.0
|
)
|
|
$
|
1.7
|
|
|
$
|
1.3
|
|
|
|
|
$
|
(0.5
|
)
|
||
EBIT-adjusted
|
$
|
8,204
|
|
|
$
|
10,769
|
|
|
$
|
(2,565
|
)
|
|
(23.8
|
)%
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
EBIT-adjusted margin
|
7.7
|
%
|
|
9.5
|
%
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Wholesale vehicle sales
|
3,214
|
|
|
3,555
|
|
|
(341
|
)
|
|
(9.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Wholesale vehicle sales including vehicles exported to markets outside of China
|
3,244
|
|
|
4,030
|
|
|
4,140
|
|
|||
Total net sales and revenue
|
$
|
39,123
|
|
|
$
|
50,316
|
|
|
$
|
50,065
|
|
Net income
|
$
|
2,258
|
|
|
$
|
3,992
|
|
|
$
|
3,984
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
6,257
|
|
|
$
|
8,609
|
|
Debt
|
$
|
109
|
|
|
$
|
496
|
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Favorable/ (Unfavorable)
|
|
%
|
|||||||||
Total net sales and revenue(a)
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
n.m.
|
|
EBIT (loss)-adjusted
|
$
|
(1,004
|
)
|
|
$
|
(728
|
)
|
|
$
|
(613
|
)
|
|
$
|
(276
|
)
|
|
(37.9
|
)%
|
(a)
|
Reclassified to Interest income and other non-operating income, net in our consolidated income statement in the year ended December 31, 2019.
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||||
Total revenue
|
$
|
14,554
|
|
|
$
|
14,016
|
|
|
$
|
12,151
|
|
|
$
|
538
|
|
|
3.8
|
%
|
Provision for loan losses
|
$
|
726
|
|
|
$
|
642
|
|
|
$
|
757
|
|
|
$
|
84
|
|
|
13.1
|
%
|
EBT-adjusted
|
$
|
2,104
|
|
|
$
|
1,893
|
|
|
$
|
1,196
|
|
|
$
|
211
|
|
|
11.1
|
%
|
Average debt outstanding (dollars in billions)
|
$
|
91.2
|
|
|
$
|
85.1
|
|
|
$
|
74.9
|
|
|
$
|
6.1
|
|
|
7.2
|
%
|
Effective rate of interest paid
|
4.0
|
%
|
|
3.8
|
%
|
|
3.4
|
%
|
|
0.2
|
%
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Automotive cash and cash equivalents
|
$
|
13.4
|
|
|
$
|
13.7
|
|
Marketable debt securities
|
3.9
|
|
|
6.0
|
|
||
Automotive cash, cash equivalents and marketable debt securities(a)(b)
|
17.3
|
|
|
19.6
|
|
||
Cruise cash and cash equivalents(c)
|
2.3
|
|
|
2.3
|
|
||
Cruise marketable debt securities(c)
|
0.3
|
|
|
—
|
|
||
Available liquidity
|
19.9
|
|
|
21.9
|
|
||
Available under credit facilities
|
17.3
|
|
|
14.2
|
|
||
Total available liquidity(a)(d)
|
$
|
37.2
|
|
|
$
|
36.1
|
|
(a)
|
Amounts may not sum due to rounding.
|
(b)
|
Includes $0.2 billion and $0.6 billion that is designated exclusively to fund capital expenditures in GM Korea Company (GM Korea) at December 31, 2019 and 2018. Refer to Note 20 to our consolidated financial statements for further details.
|
(c)
|
Amounts are designated exclusively for the use of Cruise. Refer to Note 20 to our consolidated financial statements for further details.
|
(d)
|
Excludes our remaining investment in Lyft, which had a fair value of $0.5 billion at December 31, 2019.
|
|
Year Ended December 31, 2019
|
||
Operating cash flow
|
$
|
7.4
|
|
Capital expenditures
|
(7.5
|
)
|
|
Dividends paid
|
(2.2
|
)
|
|
GM investment in Cruise
|
(0.7
|
)
|
|
Other non-operating(a)
|
0.7
|
|
|
Increase in available credit facilities
|
3.1
|
|
|
Total change in automotive available liquidity
|
$
|
0.8
|
|
(a)
|
Amount includes $0.3 billion of proceeds from the sale of a portion of our Lyft shares.
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
Operating Activities
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
5.8
|
|
|
$
|
7.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.3
|
)
|
Depreciation, amortization and impairment charges
|
6.7
|
|
|
6.1
|
|
|
5.7
|
|
|
0.6
|
|
||||
Pension and OPEB activities
|
(1.5
|
)
|
|
(3.4
|
)
|
|
(2.6
|
)
|
|
1.9
|
|
||||
Working capital
|
(2.2
|
)
|
|
0.7
|
|
|
1.8
|
|
|
(2.9
|
)
|
||||
Accrued and other liabilities and income taxes
|
(1.5
|
)
|
|
1.9
|
|
|
8.5
|
|
|
(3.4
|
)
|
||||
Other
|
0.1
|
|
|
(0.7
|
)
|
|
1.2
|
|
|
0.8
|
|
||||
Net automotive cash provided by operating activities
|
$
|
7.4
|
|
|
$
|
11.7
|
|
|
$
|
14.4
|
|
|
$
|
(4.3
|
)
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
Investing Activities
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
(7.5
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
1.2
|
|
Acquisitions and liquidations of marketable securities, net(a)
|
2.4
|
|
|
2.3
|
|
|
3.5
|
|
|
0.1
|
|
||||
GM investment in Cruise
|
(0.7
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
0.4
|
|
||||
Other
|
0.2
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
0.4
|
|
||||
Net automotive cash used in investing activities
|
$
|
(5.6
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
2.1
|
|
(a)
|
Amount includes $0.3 billion of proceeds from the sale of a portion of our Lyft shares in the year ended December 31, 2019.
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
Financing Activities
|
|
|
|
|
|
|
|
||||||||
Issuance of senior unsecured notes
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
3.0
|
|
|
$
|
(2.1
|
)
|
Net proceeds (payments) on short-term debt
|
0.5
|
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|
1.9
|
|
||||
Payments to purchase common stock
|
—
|
|
|
(0.1
|
)
|
|
(4.5
|
)
|
|
0.1
|
|
||||
Dividends paid
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
—
|
|
||||
Proceeds from KDB investment in GM Korea
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
||||
Other
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
0.2
|
|
||||
Net automotive cash used in financing activities
|
$
|
(2.1
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
(0.6
|
)
|
|
Corporate
|
|
Revolving Credit Facilities
|
|
Senior Unsecured
|
|
Outlook
|
DBRS Limited
|
BBB (high)
|
|
BBB (high)
|
|
N/A
|
|
Stable
|
Fitch
|
BBB
|
|
BBB
|
|
BBB
|
|
Stable
|
Moody's
|
Investment Grade
|
|
Baa2
|
|
Baa3
|
|
Stable
|
S&P
|
BBB
|
|
BBB
|
|
BBB
|
|
Stable
|
|
Year Ended December 31, 2019
|
||
Operating cash flow
|
$
|
(0.8
|
)
|
Issuance of Cruise Preferred Shares
|
0.5
|
|
|
GM investment in Cruise
|
0.7
|
|
|
Other non-operating
|
(0.1
|
)
|
|
Total change in Cruise available liquidity
|
$
|
0.3
|
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
Net cash used in operating activities
|
$
|
(0.8
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.2
|
)
|
Net cash used in investing activities
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
Net cash provided by financing activities
|
$
|
1.1
|
|
|
$
|
3.0
|
|
|
$
|
0.6
|
|
|
$
|
(1.9
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
3.3
|
|
|
$
|
4.9
|
|
Borrowing capacity on unpledged eligible assets
|
17.5
|
|
|
18.0
|
|
||
Borrowing capacity on committed unsecured lines of credit
|
0.3
|
|
|
0.3
|
|
||
Borrowing capacity on revolving credit facility, exclusive to GM Financial
|
2.0
|
|
|
2.0
|
|
||
Total GM Financial available liquidity
|
$
|
23.1
|
|
|
$
|
25.2
|
|
|
Years Ended December 31,
|
|
2019 vs. 2018 Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
Net cash provided by operating activities
|
$
|
8.1
|
|
|
$
|
7.4
|
|
|
$
|
6.5
|
|
|
$
|
0.7
|
|
Net cash used in investing activities
|
$
|
(5.0
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
(21.9
|
)
|
|
$
|
12.5
|
|
Net cash provided by (used in) financing activities
|
$
|
(3.5
|
)
|
|
$
|
11.1
|
|
|
$
|
16.1
|
|
|
$
|
(14.6
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
2025 and after
|
|
Total
|
||||||||||
Automotive debt
|
$
|
1,803
|
|
|
$
|
519
|
|
|
$
|
1,570
|
|
|
$
|
10,659
|
|
|
$
|
14,551
|
|
Automotive Financing debt
|
35,587
|
|
|
32,453
|
|
|
12,833
|
|
|
8,160
|
|
|
89,033
|
|
|||||
Finance lease obligations
|
109
|
|
|
80
|
|
|
19
|
|
|
102
|
|
|
310
|
|
|||||
Automotive interest payments(a)
|
774
|
|
|
1,375
|
|
|
1,258
|
|
|
9,065
|
|
|
12,472
|
|
|||||
Automotive Financing interest payments(b)
|
2,485
|
|
|
2,555
|
|
|
1,138
|
|
|
477
|
|
|
6,655
|
|
|||||
Postretirement benefits(c)
|
252
|
|
|
464
|
|
|
231
|
|
|
—
|
|
|
947
|
|
|||||
Operating lease obligations
|
272
|
|
|
433
|
|
|
303
|
|
|
468
|
|
|
1,476
|
|
|||||
Other contractual commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Material
|
1,751
|
|
|
497
|
|
|
100
|
|
|
21
|
|
|
2,369
|
|
|||||
Marketing
|
664
|
|
|
209
|
|
|
15
|
|
|
3
|
|
|
891
|
|
|||||
Other
|
956
|
|
|
1,325
|
|
|
654
|
|
|
239
|
|
|
3,174
|
|
|||||
Total contractual commitments(d)
|
$
|
44,653
|
|
|
$
|
39,910
|
|
|
$
|
18,121
|
|
|
$
|
29,194
|
|
|
$
|
131,878
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-contractual benefits(e)
|
$
|
295
|
|
|
$
|
529
|
|
|
$
|
708
|
|
|
$
|
9,945
|
|
|
$
|
11,477
|
|
(a)
|
Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and finance lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at December 31, 2019.
|
(b)
|
GM Financial interest payments were determined using the interest rate in effect at December 31, 2019 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 2023 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 purchase obligations and certain other accrued expenditures (unless specifically listed in the table above), which were recorded in Accounts payable, Accrued liabilities and Other liabilities at December 31, 2019.
|
(e)
|
Amounts include all expected future payments for both current and expected future service at December 31, 2019 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, 2019
|
|
December 31, 2018
|
||
Crossovers
|
972
|
|
|
917
|
|
Trucks
|
288
|
|
|
296
|
|
SUVs
|
108
|
|
|
111
|
|
Cars
|
238
|
|
|
379
|
|
Total
|
1,606
|
|
|
1,703
|
|
|
U.S. Plans(a)
|
|
Non-U.S. Plans(a)
|
||||
|
Effect on 2020 Pension Expense
|
|
Effect on December 31, 2019 PBO
|
|
Effect on 2020 Pension Expense
|
|
Effect on December 31, 2019 PBO
|
25 basis point decrease in discount rate
|
-$99
|
|
+$1,637
|
|
+$2
|
|
+$664
|
25 basis point increase in discount rate
|
+$93
|
|
-$1,567
|
|
+$4
|
|
-$629
|
25 basis point decrease in expected rate of return on assets
|
+$139
|
|
N/A
|
|
+$35
|
|
N/A
|
25 basis point increase in expected rate of return on assets
|
-$139
|
|
N/A
|
|
-$35
|
|
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,
|
||||||
|
2019
|
|
2018
|
||||
Translation losses recorded in Accumulated other comprehensive loss
|
$
|
32
|
|
|
$
|
353
|
|
Transaction and remeasurement (gains) losses recorded in earnings
|
$
|
(77
|
)
|
|
$
|
156
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
One hundred basis points instantaneous increase in interest rates
|
$
|
(4.6
|
)
|
|
$
|
10.7
|
|
One hundred basis points instantaneous decrease in interest rates(a)
|
$
|
4.6
|
|
|
$
|
(10.7
|
)
|
(a)
|
Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Translation (gains) losses recorded in Accumulated other comprehensive loss
|
$
|
(5
|
)
|
|
$
|
291
|
|
Transaction and remeasurement (gains) losses, net recorded in earnings
|
$
|
(8
|
)
|
|
$
|
12
|
|
|
Product warranty and recall campaigns
|
Description of the matter
|
As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to $7.8 billion at December 31, 2019. The Company accrues for costs related to product warranty at the time of vehicle sale and accrues the estimated cost of recall campaigns when they are probable and estimable, which is generally at the time of sale.
|
|
Auditing these liabilities is complex and involves a high degree of subjectivity in evaluating management’s estimates, due to the size, uncertainties, and potential volatility related to the estimated liabilities. Management’s estimates consider historical claims experience, including the nature, frequency, and average cost of claims of each vehicle line or each model year of the vehicle line, and the key assumptions of historical data being predictive of future activity and events, in particular, the number of historical periods used and the weighing of historical data in the reserve studies.
|
How we addressed the matter in our audit
|
We evaluated the design and tested the operating effectiveness of internal controls over the Company’s product warranty and recall campaign processes. We tested internal controls over management’s review of the valuation models and significant assumptions for product warranty and recall including the warranty claims forecasted based on the frequency and average cost per warranty claim for product warranty, and the cost estimates related to recall campaigns. Our audit also included the evaluation of controls that address the completeness and accuracy of the data utilized in the valuation models.
|
|
Our audit procedures related to product warranty and recall campaigns also included, among others, evaluating the Company’s estimation methodology, the related significant assumptions and underlying data, and performing analytical procedures to corroborate cost per vehicle based on historical claims data. Furthermore, we performed sensitivity analyses to evaluate the significant judgments made by management, including cost estimates to evaluate the impact on reserves from changes in assumptions. We performed analysis over the vehicle lines and model years that had little or no claims experience to ensure the vehicle and model substitutions are comparable. We also involved actuarial specialists to evaluate the methodologies and assumptions, and to test the actuarial calculations used by the Company.
|
|
Sales incentives
|
Description of the matter
|
Automotive sales and revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or providing services, which is net of dealer and customer sales incentives the Company expects to pay. As discussed in Note 2 to the financial statements, provisions for dealer and customer incentives are recorded as a reduction to Automotive net sales and revenue at the time of vehicle sale. The liabilities for dealer and customer allowances, claims and discounts amount to $10.4 billion at December 31, 2019.
|
|
Auditing the estimate of sales incentives involved a high degree of judgment. Significant factors used by the Company in estimating its liability for retail incentives include forecasted sales volumes, product mix, and the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and assumptions concerning future customer behavior and market conditions. The Company’s estimation model reflects the best estimate of the total incentive amount that the Company reasonably expects to pay at the time of sale. The estimated cost of incentives is forward-looking, and could be materially affected by future economic and market conditions.
|
How we addressed the matter in our audit
|
We evaluated the design and tested the operating effectiveness of internal controls over the Company’s sales incentive process, including management’s review of the estimation model, the significant assumptions (e.g., incentive cost per unit, customer take rate, and market conditions), and the data inputs used in the model.
Our audit procedures included, among others, the performance of analytical procedures to develop an independent range of the liability for retail incentives as of the balance sheet date. Our independent range was developed for comparison to the Company’s recorded accrual, and is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer stock. In addition, we performed sensitivity analyses over the cost per unit assumption developed by management to evaluate the impact on the liability resulting from a change in the assumption. Lastly, we assessed management’s forecasting process by performing quarterly hindsight analyses to assess the adequacy of prior forecasts.
|
|
Valuation of GM Financial Equipment on Operating Leases
|
Description of the matter
|
GM Financial has recorded investments in vehicles leased to retail customers under operating leases. As discussed in Note 2 to the financial statements, at the beginning of the lease, management establishes an expected residual value for each vehicle at the end of the lease term. The Company’s estimated residual value of leased vehicles at the end of lease term was $30.4 billion as of December 31, 2019.
|
|
Auditing management’s estimate of the residual value of leased vehicles involved a high degree of judgment. Management’s estimate is based, in part, on third-party data which considers inputs including recent auction values and significant assumptions regarding the expected future volume of leased vehicles that will be returned to the Company, used car prices, manufacturer incentive programs and fuel prices. Realization of the residual values is dependent on the future ability to market the vehicles under future prevailing market conditions.
|
How we addressed the matter in our audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the lease residual estimation process, including controls over management’s review of residual value estimates obtained from the Company’s third-party provider and other significant assumptions.
Our procedures also included, among others, independently recalculating depreciation related to equipment on operating lease and performing sensitivity analyses related to significant assumptions. We also performed hindsight analyses to assess the propriety of management’s estimate of residual values, as well as tested the completeness and accuracy of data from underlying systems and data warehouses that are used in the estimation models.
|
/s/ ERNST & YOUNG LLP
|
|
We have served as the Company's auditor since 2017.
|
|
Detroit, Michigan
|
February 5, 2020
|
/s/ ERNST & YOUNG LLP
|
|
Detroit, Michigan
|
February 5, 2020
|
/s/ Deloitte & Touche LLP
|
|
|
|
Detroit, Michigan
|
|
February 6, 2018 (July 25, 2018 as to Note 25, Segment Reporting)
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales and revenue
|
|
|
|
|
|
||||||
Automotive
|
$
|
122,697
|
|
|
$
|
133,045
|
|
|
$
|
133,449
|
|
GM Financial
|
14,540
|
|
|
14,004
|
|
|
12,139
|
|
|||
Total net sales and revenue (Note 3)
|
137,237
|
|
|
147,049
|
|
|
145,588
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Automotive and other cost of sales
|
110,651
|
|
|
120,656
|
|
|
116,229
|
|
|||
GM Financial interest, operating and other expenses
|
12,614
|
|
|
12,298
|
|
|
11,128
|
|
|||
Automotive and other selling, general and administrative expense
|
8,491
|
|
|
9,650
|
|
|
9,570
|
|
|||
Total costs and expenses
|
131,756
|
|
|
142,604
|
|
|
136,927
|
|
|||
Operating income
|
5,481
|
|
|
4,445
|
|
|
8,661
|
|
|||
Automotive interest expense
|
782
|
|
|
655
|
|
|
575
|
|
|||
Interest income and other non-operating income, net (Note 19)
|
1,469
|
|
|
2,596
|
|
|
1,645
|
|
|||
Equity income (Note 8)
|
1,268
|
|
|
2,163
|
|
|
2,132
|
|
|||
Income before income taxes
|
7,436
|
|
|
8,549
|
|
|
11,863
|
|
|||
Income tax expense (Note 17)
|
769
|
|
|
474
|
|
|
11,533
|
|
|||
Income from continuing operations
|
6,667
|
|
|
8,075
|
|
|
330
|
|
|||
Loss from discontinued operations, net of tax (Note 22)
|
—
|
|
|
70
|
|
|
4,212
|
|
|||
Net income (loss)
|
6,667
|
|
|
8,005
|
|
|
(3,882
|
)
|
|||
Net loss attributable to noncontrolling interests
|
65
|
|
|
9
|
|
|
18
|
|
|||
Net income (loss) attributable to stockholders
|
$
|
6,732
|
|
|
$
|
8,014
|
|
|
$
|
(3,864
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
6,581
|
|
|
$
|
7,916
|
|
|
$
|
(3,880
|
)
|
|
|
|
|
|
|
||||||
Earnings per share (Note 21)
|
|
|
|
|
|
||||||
Basic earnings per common share – continuing operations
|
$
|
4.62
|
|
|
$
|
5.66
|
|
|
$
|
0.23
|
|
Basic loss per common share – discontinued operations
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
2.88
|
|
Basic earnings (loss) per common share
|
$
|
4.62
|
|
|
$
|
5.61
|
|
|
$
|
(2.65
|
)
|
Weighted-average common shares outstanding – basic
|
1,424
|
|
|
1,411
|
|
|
1,465
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per common share – continuing operations
|
$
|
4.57
|
|
|
$
|
5.58
|
|
|
$
|
0.22
|
|
Diluted loss per common share – discontinued operations
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
2.82
|
|
Diluted earnings (loss) per common share
|
$
|
4.57
|
|
|
$
|
5.53
|
|
|
$
|
(2.60
|
)
|
Weighted-average common shares outstanding – diluted
|
1,439
|
|
|
1,431
|
|
|
1,492
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
6,667
|
|
|
$
|
8,005
|
|
|
$
|
(3,882
|
)
|
Other comprehensive income (loss), net of tax (Note 20)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments and other
|
(6
|
)
|
|
(715
|
)
|
|
747
|
|
|||
Defined benefit plans
|
(2,122
|
)
|
|
(221
|
)
|
|
570
|
|
|||
Other comprehensive income (loss), net of tax
|
(2,128
|
)
|
|
(936
|
)
|
|
1,317
|
|
|||
Comprehensive income (loss)
|
4,539
|
|
|
7,069
|
|
|
(2,565
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests
|
76
|
|
|
15
|
|
|
20
|
|
|||
Comprehensive income (loss) attributable to stockholders
|
$
|
4,615
|
|
|
$
|
7,084
|
|
|
$
|
(2,545
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
19,069
|
|
|
$
|
20,844
|
|
Marketable debt securities (Note 4)
|
4,174
|
|
|
5,966
|
|
||
Accounts and notes receivable (net of allowance of $201 and $211)
|
6,797
|
|
|
6,549
|
|
||
GM Financial receivables, net (Note 5; Note 11 at VIEs)
|
26,601
|
|
|
26,850
|
|
||
Inventories (Note 6)
|
10,398
|
|
|
9,816
|
|
||
Other current assets (Note 4; Note 11 at VIEs)
|
7,953
|
|
|
5,268
|
|
||
Total current assets
|
74,992
|
|
|
75,293
|
|
||
Non-current Assets
|
|
|
|
||||
GM Financial receivables, net (Note 5; Note 11 at VIEs)
|
26,355
|
|
|
25,083
|
|
||
Equity in net assets of nonconsolidated affiliates (Note 8)
|
8,562
|
|
|
9,215
|
|
||
Property, net (Note 9)
|
38,750
|
|
|
38,758
|
|
||
Goodwill and intangible assets, net (Note 10)
|
5,337
|
|
|
5,579
|
|
||
Equipment on operating leases, net (Note 7; Note 11 at VIEs)
|
42,055
|
|
|
43,559
|
|
||
Deferred income taxes (Note 17)
|
24,640
|
|
|
24,082
|
|
||
Other assets (Note 4; Note 11 at VIEs)
|
7,346
|
|
|
5,770
|
|
||
Total non-current assets
|
153,045
|
|
|
152,046
|
|
||
Total Assets
|
$
|
228,037
|
|
|
$
|
227,339
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable (principally trade)
|
$
|
21,018
|
|
|
$
|
22,297
|
|
Short-term debt and current portion of long-term debt (Note 13)
|
|
|
|
||||
Automotive
|
1,897
|
|
|
935
|
|
||
GM Financial (Note 11 at VIEs)
|
35,503
|
|
|
30,956
|
|
||
Accrued liabilities (Note 12)
|
26,487
|
|
|
28,049
|
|
||
Total current liabilities
|
84,905
|
|
|
82,237
|
|
||
Non-current Liabilities
|
|
|
|
||||
Long-term debt (Note 13)
|
|
|
|
||||
Automotive
|
12,489
|
|
|
13,028
|
|
||
GM Financial (Note 11 at VIEs)
|
53,435
|
|
|
60,032
|
|
||
Postretirement benefits other than pensions (Note 15)
|
5,935
|
|
|
5,370
|
|
||
Pensions (Note 15)
|
12,170
|
|
|
11,538
|
|
||
Other liabilities (Note 12)
|
13,146
|
|
|
12,357
|
|
||
Total non-current liabilities
|
97,175
|
|
|
102,325
|
|
||
Total Liabilities
|
182,080
|
|
|
184,562
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Equity (Note 20)
|
|
|
|
||||
Common stock, $0.01 par value
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
26,074
|
|
|
25,563
|
|
||
Retained earnings
|
26,860
|
|
|
22,322
|
|
||
Accumulated other comprehensive loss
|
(11,156
|
)
|
|
(9,039
|
)
|
||
Total stockholders’ equity
|
41,792
|
|
|
38,860
|
|
||
Noncontrolling interests
|
4,165
|
|
|
3,917
|
|
||
Total Equity
|
45,957
|
|
|
42,777
|
|
||
Total Liabilities and Equity
|
$
|
228,037
|
|
|
$
|
227,339
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
6,667
|
|
|
$
|
8,075
|
|
|
$
|
330
|
|
Depreciation and impairment of Equipment on operating leases, net
|
7,332
|
|
|
7,604
|
|
|
6,805
|
|
|||
Depreciation, amortization and impairment charges on Property, net
|
6,786
|
|
|
6,065
|
|
|
5,456
|
|
|||
Foreign currency remeasurement and transaction (gains) losses
|
(85
|
)
|
|
168
|
|
|
52
|
|
|||
Undistributed earnings of nonconsolidated affiliates, net
|
585
|
|
|
(141
|
)
|
|
(132
|
)
|
|||
Pension contributions and OPEB payments
|
(985
|
)
|
|
(2,069
|
)
|
|
(1,636
|
)
|
|||
Pension and OPEB income, net
|
(484
|
)
|
|
(1,280
|
)
|
|
(934
|
)
|
|||
Provision (benefit) for deferred taxes
|
(133
|
)
|
|
(112
|
)
|
|
10,880
|
|
|||
Change in other operating assets and liabilities (Note 26)
|
(3,789
|
)
|
|
(1,376
|
)
|
|
(3,015
|
)
|
|||
Other operating activities
|
(873
|
)
|
|
(1,678
|
)
|
|
(468
|
)
|
|||
Net cash provided by operating activities – continuing operations
|
15,021
|
|
|
15,256
|
|
|
17,338
|
|
|||
Net cash used in operating activities – discontinued operations
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Net cash provided by operating activities
|
15,021
|
|
|
15,256
|
|
|
17,328
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Expenditures for property
|
(7,592
|
)
|
|
(8,761
|
)
|
|
(8,453
|
)
|
|||
Available-for-sale marketable securities, acquisitions
|
(4,075
|
)
|
|
(2,820
|
)
|
|
(5,503
|
)
|
|||
Available-for-sale marketable securities, liquidations
|
6,265
|
|
|
5,108
|
|
|
9,007
|
|
|||
Purchases of finance receivables, net
|
(24,538
|
)
|
|
(25,671
|
)
|
|
(19,325
|
)
|
|||
Principal collections and recoveries on finance receivables
|
22,005
|
|
|
17,048
|
|
|
12,578
|
|
|||
Purchases of leased vehicles, net
|
(16,404
|
)
|
|
(16,736
|
)
|
|
(19,180
|
)
|
|||
Proceeds from termination of leased vehicles
|
13,302
|
|
|
10,864
|
|
|
6,667
|
|
|||
Other investing activities
|
138
|
|
|
39
|
|
|
137
|
|
|||
Net cash used in investing activities – continuing operations
|
(10,899
|
)
|
|
(20,929
|
)
|
|
(24,072
|
)
|
|||
Net cash provided by (used in) investing activities – discontinued operations (Note 22)
|
—
|
|
|
166
|
|
|
(3,500
|
)
|
|||
Net cash used in investing activities
|
(10,899
|
)
|
|
(20,763
|
)
|
|
(27,572
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
(312
|
)
|
|
1,186
|
|
|
(140
|
)
|
|||
Proceeds from issuance of debt (original maturities greater than three months)
|
36,937
|
|
|
43,801
|
|
|
52,187
|
|
|||
Payments on debt (original maturities greater than three months)
|
(39,156
|
)
|
|
(33,323
|
)
|
|
(33,592
|
)
|
|||
Payments to purchase common stock
|
—
|
|
|
(190
|
)
|
|
(4,492
|
)
|
|||
Proceeds from issuance of subsidiary preferred and common stock (Note 20)
|
457
|
|
|
2,862
|
|
|
985
|
|
|||
Dividends paid
|
(2,350
|
)
|
|
(2,242
|
)
|
|
(2,233
|
)
|
|||
Other financing activities
|
(253
|
)
|
|
(640
|
)
|
|
(305
|
)
|
|||
Net cash provided by financing activities – continuing operations
|
(4,677
|
)
|
|
11,454
|
|
|
12,410
|
|
|||
Net cash provided by financing activities – discontinued operations
|
—
|
|
|
—
|
|
|
174
|
|
|||
Net cash provided by (used in) financing activities
|
(4,677
|
)
|
|
11,454
|
|
|
12,584
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
2
|
|
|
(299
|
)
|
|
348
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(553
|
)
|
|
5,648
|
|
|
2,688
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
23,496
|
|
|
17,848
|
|
|
15,160
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
22,943
|
|
|
$
|
23,496
|
|
|
$
|
17,848
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 4)
|
$
|
22,943
|
|
|
$
|
23,496
|
|
|
$
|
17,848
|
|
Significant Non-cash Investing and Financing Activity
|
|
|
|
|
|
|
|||||
Non-cash property additions – continuing operations
|
$
|
2,837
|
|
|
$
|
3,813
|
|
|
$
|
3,996
|
|
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, 2017
|
$
|
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
|
—
|
|
|
—
|
|
|
(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
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
6,732
|
|
|
—
|
|
|
(65
|
)
|
|
6,667
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,117
|
)
|
|
(11
|
)
|
|
(2,128
|
)
|
||||||
Issuance of subsidiary preferred stock (Note 20)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|
457
|
|
||||||
Stock based compensation
|
—
|
|
|
409
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
375
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(2,165
|
)
|
|
—
|
|
|
—
|
|
|
(2,165
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
(166
|
)
|
||||||
Other
|
—
|
|
|
102
|
|
|
5
|
|
|
—
|
|
|
33
|
|
|
140
|
|
||||||
Balance at December 31, 2019
|
$
|
14
|
|
|
$
|
26,074
|
|
|
$
|
26,860
|
|
|
$
|
(11,156
|
)
|
|
$
|
4,165
|
|
|
$
|
45,957
|
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Minimum commitments(a)
|
$
|
296
|
|
|
$
|
286
|
|
|
$
|
247
|
|
|
$
|
180
|
|
|
$
|
146
|
|
|
$
|
582
|
|
|
$
|
1,737
|
|
Sublease income
|
(61
|
)
|
|
(51
|
)
|
|
(44
|
)
|
|
(38
|
)
|
|
(33
|
)
|
|
(129
|
)
|
|
(356
|
)
|
|||||||
Net minimum commitments
|
$
|
235
|
|
|
$
|
235
|
|
|
$
|
203
|
|
|
$
|
142
|
|
|
$
|
113
|
|
|
$
|
453
|
|
|
$
|
1,381
|
|
(a)
|
Certain leases contain escalation clauses and renewal or purchase options.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Total Automotive
|
|
Cruise
|
|
GM Financial
|
|
Eliminations/ Reclassifications
|
|
Total
|
||||||||||||||||
Vehicle, parts and accessories
|
$
|
101,346
|
|
|
$
|
14,931
|
|
|
$
|
—
|
|
|
$
|
116,277
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,277
|
|
Used vehicles
|
1,896
|
|
|
123
|
|
|
—
|
|
|
2,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,019
|
|
||||||||
Services and other
|
3,124
|
|
|
1,057
|
|
|
220
|
|
|
4,401
|
|
|
100
|
|
|
—
|
|
|
(100
|
)
|
|
4,401
|
|
||||||||
Automotive net sales and revenue
|
106,366
|
|
|
16,111
|
|
|
220
|
|
|
122,697
|
|
|
100
|
|
|
—
|
|
|
(100
|
)
|
|
122,697
|
|
||||||||
Leased vehicle income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,032
|
|
|
—
|
|
|
10,032
|
|
||||||||
Finance charge income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,071
|
|
|
(7
|
)
|
|
4,064
|
|
||||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|
(7
|
)
|
|
444
|
|
||||||||
GM Financial net sales and revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,554
|
|
|
(14
|
)
|
|
14,540
|
|
||||||||
Net sales and revenue
|
$
|
106,366
|
|
|
$
|
16,111
|
|
|
$
|
220
|
|
|
$
|
122,697
|
|
|
$
|
100
|
|
|
$
|
14,554
|
|
|
$
|
(114
|
)
|
|
$
|
137,237
|
|
|
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, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
|
|
|
|
|
||||
Cash and time deposits(a)
|
|
|
$
|
6,828
|
|
|
$
|
7,254
|
|
Available-for-sale debt securities
|
|
|
|
|
|
||||
U.S. government and agencies
|
2
|
|
1,484
|
|
|
4,656
|
|
||
Corporate debt
|
2
|
|
5,863
|
|
|
3,791
|
|
||
Sovereign debt
|
2
|
|
2,123
|
|
|
1,976
|
|
||
Total available-for-sale debt securities – cash equivalents
|
|
|
9,470
|
|
|
10,423
|
|
||
Money market funds
|
1
|
|
2,771
|
|
|
3,167
|
|
||
Total cash and cash equivalents(b)
|
|
|
$
|
19,069
|
|
|
$
|
20,844
|
|
Marketable debt securities
|
|
|
|
|
|
||||
U.S. government and agencies
|
2
|
|
$
|
226
|
|
|
$
|
1,230
|
|
Corporate debt
|
2
|
|
2,932
|
|
|
3,478
|
|
||
Mortgage and asset-backed
|
2
|
|
681
|
|
|
695
|
|
||
Sovereign debt
|
2
|
|
335
|
|
|
563
|
|
||
Total available-for-sale debt securities – marketable securities(c)
|
|
|
$
|
4,174
|
|
|
$
|
5,966
|
|
Restricted cash
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
$
|
292
|
|
|
$
|
260
|
|
Money market funds
|
1
|
|
3,582
|
|
|
2,392
|
|
||
Total restricted cash
|
|
|
$
|
3,874
|
|
|
$
|
2,652
|
|
|
|
|
|
|
|
|
|
||
Available-for-sale debt securities included above with contractual maturities(d)
|
|
|
|
|
|
|
|
||
Due in one year or less
|
|
|
$
|
10,213
|
|
|
|
||
Due between one and five years
|
|
|
2,750
|
|
|
|
|||
Total available-for-sale debt securities with contractual maturities
|
|
|
$
|
12,963
|
|
|
|
(a)
|
Includes $248 million and $616 million that is designated exclusively to fund capital expenditures in GM Korea at December 31, 2019 and 2018. Refer to Note 20 for additional information.
|
(b)
|
Includes $2.3 billion in Cruise at December 31, 2019 and 2018. Refer to Note 20 for additional information.
|
(c)
|
Includes $266 million in Cruise at December 31, 2019.
|
(d)
|
Excludes mortgage- and asset-backed securities of $681 million at December 31, 2019 as these securities are not due at a single maturity date.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
19,069
|
|
|
$
|
20,844
|
|
Restricted cash included in Other current assets
|
3,352
|
|
|
2,083
|
|
||
Restricted cash included in Other assets
|
522
|
|
|
569
|
|
||
Total
|
$
|
22,943
|
|
|
$
|
23,496
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Retail
|
|
Commercial(a)
|
|
Total
|
|
Retail
|
|
Commercial(a)
|
|
Total
|
||||||||||||
Finance receivables, collectively evaluated for impairment, net of fees
|
$
|
39,851
|
|
|
$
|
11,595
|
|
|
$
|
51,446
|
|
|
$
|
38,220
|
|
|
$
|
12,235
|
|
|
$
|
50,455
|
|
Finance receivables, individually evaluated for impairment, net of fees(b)
|
2,378
|
|
|
76
|
|
|
2,454
|
|
|
2,348
|
|
|
41
|
|
|
2,389
|
|
||||||
GM Financial receivables
|
42,229
|
|
|
11,671
|
|
|
53,900
|
|
|
40,568
|
|
|
12,276
|
|
|
52,844
|
|
||||||
Less: allowance for loan losses
|
(866
|
)
|
|
(78
|
)
|
|
(944
|
)
|
|
(844
|
)
|
|
(67
|
)
|
|
(911
|
)
|
||||||
GM Financial receivables, net
|
$
|
41,363
|
|
|
$
|
11,593
|
|
|
$
|
52,956
|
|
|
$
|
39,724
|
|
|
$
|
12,209
|
|
|
$
|
51,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of GM Financial receivables utilizing Level 2 inputs
|
|
|
|
|
$
|
11,593
|
|
|
|
|
|
|
$
|
12,209
|
|
||||||||
Fair value of GM Financial receivables utilizing Level 3 inputs
|
|
|
|
|
$
|
41,973
|
|
|
|
|
|
|
$
|
39,430
|
|
(a)
|
Net of dealer cash management balances of $1.2 billion and $922 million at December 31, 2019 and 2018. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on their floorplan line by making principal payments to GM Financial in advance.
|
(b)
|
The allowance for loan losses included $330 million and $321 million of specific allowances on retail receivables at December 31, 2019 and 2018.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Allowance for loan losses at beginning of period
|
$
|
911
|
|
|
$
|
942
|
|
|
$
|
805
|
|
Provision for loan losses
|
726
|
|
|
642
|
|
|
757
|
|
|||
Charge-offs
|
(1,246
|
)
|
|
(1,199
|
)
|
|
(1,173
|
)
|
|||
Recoveries
|
551
|
|
|
536
|
|
|
552
|
|
|||
Effect of foreign currency
|
2
|
|
|
(10
|
)
|
|
1
|
|
|||
Allowance for loan losses at end of period
|
$
|
944
|
|
|
$
|
911
|
|
|
$
|
942
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
Percent of Contractual Amount Due
|
|
Amount
|
|
Percent of Contractual Amount Due
|
||||||
31-to-60 days delinquent
|
$
|
1,354
|
|
|
3.2
|
%
|
|
$
|
1,349
|
|
|
3.3
|
%
|
Greater-than-60 days delinquent
|
542
|
|
|
1.3
|
%
|
|
547
|
|
|
1.4
|
%
|
||
Total finance receivables more than 30 days delinquent
|
1,896
|
|
|
4.5
|
%
|
|
1,896
|
|
|
4.7
|
%
|
||
In repossession
|
44
|
|
|
0.1
|
%
|
|
44
|
|
|
0.1
|
%
|
||
Total finance receivables more than 30 days delinquent or in repossession
|
$
|
1,940
|
|
|
4.6
|
%
|
|
$
|
1,940
|
|
|
4.8
|
%
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Group I
|
– Dealers with superior financial metrics
|
$
|
1,942
|
|
|
$
|
2,192
|
|
Group II
|
– Dealers with strong financial metrics
|
4,552
|
|
|
4,399
|
|
||
Group III
|
– Dealers with fair financial metrics
|
3,711
|
|
|
4,064
|
|
||
Group IV
|
– Dealers with weak financial metrics
|
968
|
|
|
1,116
|
|
||
Group V
|
– Dealers warranting special mention due to elevated risks
|
370
|
|
|
422
|
|
||
Group VI
|
– Dealers with loans classified as substandard, doubtful or impaired
|
128
|
|
|
83
|
|
||
|
|
$
|
11,671
|
|
|
$
|
12,276
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Consolidated Balance Sheets(a)
|
|
|
|
||||
Commercial finance receivables, net due from GM consolidated dealers
|
$
|
478
|
|
|
$
|
445
|
|
Direct-financing lease receivables from GM subsidiaries
|
$
|
39
|
|
|
$
|
134
|
|
Subvention receivable(b)
|
$
|
676
|
|
|
$
|
727
|
|
Commercial loan funding payable
|
$
|
74
|
|
|
$
|
61
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Consolidated Statements of Income
|
|
|
|
|
|
||||||
Interest subvention earned on finance receivables
|
$
|
588
|
|
|
$
|
554
|
|
|
$
|
492
|
|
Leased vehicle subvention earned
|
$
|
3,273
|
|
|
$
|
3,274
|
|
|
$
|
3,046
|
|
(a)
|
All balance sheet amounts are eliminated upon consolidation.
|
(b)
|
Our Automotive segments made cash payments to GM Financial for subvention of $4.1 billion, $3.8 billion, and $4.3 billion in the years ended December 31, 2019, 2018 and 2017.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Total productive material, supplies and work in process
|
$
|
4,713
|
|
|
$
|
4,274
|
|
Finished product, including service parts
|
5,685
|
|
|
5,542
|
|
||
Total inventories
|
$
|
10,398
|
|
|
$
|
9,816
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Equipment on operating leases
|
$
|
53,081
|
|
|
$
|
55,282
|
|
Less: accumulated depreciation
|
(10,989
|
)
|
|
(11,476
|
)
|
||
Equipment on operating leases, net
|
$
|
42,092
|
|
|
$
|
43,806
|
|
|
Years Ending December 31,
|
||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
|
||||||||||||
Lease receipts under operating leases
|
$
|
6,517
|
|
|
$
|
4,080
|
|
|
$
|
1,607
|
|
|
$
|
137
|
|
|
$
|
4
|
|
|
$
|
12,345
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Automotive China equity income
|
$
|
1,132
|
|
|
$
|
1,981
|
|
|
$
|
1,976
|
|
Other joint ventures equity income
|
136
|
|
|
182
|
|
|
156
|
|
|||
Total Equity income
|
$
|
1,268
|
|
|
$
|
2,163
|
|
|
$
|
2,132
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Automotive China carrying amount
|
$
|
7,044
|
|
|
$
|
7,779
|
|
Other investments carrying amount
|
1,518
|
|
|
1,436
|
|
||
Total equity in net assets of nonconsolidated affiliates
|
$
|
8,562
|
|
|
$
|
9,215
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Automotive China JVs
|
|
|
|
||
SAIC General Motors Corp., Ltd. (SGM)
|
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
|
%
|
FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM)(a)
|
—
|
%
|
|
50
|
%
|
Other joint ventures
|
|
|
|
||
SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC)
|
35
|
%
|
|
35
|
%
|
SAIC-GMF Leasing Co., Ltd.
|
35
|
%
|
|
35
|
%
|
(a)
|
In 2019, we divested our joint venture FAW-GM.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Automotive China JVs
|
|
Others
|
|
Total
|
|
Automotive China JVs
|
|
Others
|
|
Total
|
||||||||||||
Summarized Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
$
|
14,035
|
|
|
$
|
13,319
|
|
|
$
|
27,354
|
|
|
$
|
16,506
|
|
|
$
|
16,234
|
|
|
$
|
32,740
|
|
Non-current assets
|
14,484
|
|
|
6,680
|
|
|
21,164
|
|
|
14,012
|
|
|
3,870
|
|
|
17,882
|
|
||||||
Total assets
|
$
|
28,519
|
|
|
$
|
19,999
|
|
|
$
|
48,518
|
|
|
$
|
30,518
|
|
|
$
|
20,104
|
|
|
$
|
50,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
$
|
21,256
|
|
|
$
|
11,588
|
|
|
$
|
32,844
|
|
|
$
|
21,574
|
|
|
$
|
13,985
|
|
|
$
|
35,559
|
|
Non-current liabilities
|
968
|
|
|
5,017
|
|
|
5,985
|
|
|
1,689
|
|
|
2,826
|
|
|
4,515
|
|
||||||
Total liabilities
|
$
|
22,224
|
|
|
$
|
16,605
|
|
|
$
|
38,829
|
|
|
$
|
23,263
|
|
|
$
|
16,811
|
|
|
$
|
40,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interests
|
$
|
847
|
|
|
$
|
1
|
|
|
$
|
848
|
|
|
$
|
865
|
|
|
$
|
1
|
|
|
$
|
866
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Summarized Operating Data
|
|
|
|
|
|
||||||
Automotive China JVs' net sales
|
$
|
39,123
|
|
|
$
|
50,316
|
|
|
$
|
50,065
|
|
Others' net sales
|
1,815
|
|
|
1,721
|
|
|
2,542
|
|
|||
Total net sales
|
$
|
40,938
|
|
|
$
|
52,037
|
|
|
$
|
52,607
|
|
|
|
|
|
|
|
|
|
|
|||
Automotive China JVs' net income
|
$
|
2,258
|
|
|
$
|
3,992
|
|
|
$
|
3,984
|
|
Others' net income
|
477
|
|
|
536
|
|
|
648
|
|
|||
Total net income
|
$
|
2,735
|
|
|
$
|
4,528
|
|
|
$
|
4,632
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Automotive sales and revenue
|
$
|
199
|
|
|
$
|
406
|
|
|
$
|
923
|
|
Automotive purchases, net
|
$
|
1,065
|
|
|
$
|
1,155
|
|
|
$
|
674
|
|
Dividends received
|
$
|
1,852
|
|
|
$
|
2,022
|
|
|
$
|
2,000
|
|
Operating cash flows
|
$
|
913
|
|
|
$
|
657
|
|
|
$
|
2,321
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accounts and notes receivable, net
|
$
|
1,007
|
|
|
$
|
979
|
|
Accounts payable
|
$
|
369
|
|
|
$
|
163
|
|
Undistributed earnings
|
$
|
2,118
|
|
|
$
|
2,331
|
|
|
Estimated Useful Lives in Years
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land
|
|
|
$
|
1,302
|
|
|
$
|
1,349
|
|
Buildings and improvements
|
5-40
|
|
9,705
|
|
|
9,173
|
|
||
Machinery and equipment
|
3-27
|
|
29,814
|
|
|
26,453
|
|
||
Special tools
|
1-13
|
|
23,586
|
|
|
23,828
|
|
||
Construction in progress
|
|
|
3,042
|
|
|
4,680
|
|
||
Total property
|
|
|
67,449
|
|
|
65,483
|
|
||
Less: accumulated depreciation
|
|
|
(28,699
|
)
|
|
(26,725
|
)
|
||
Total property, net
|
|
|
$
|
38,750
|
|
|
$
|
38,758
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization expense
|
$
|
6,541
|
|
|
$
|
5,347
|
|
|
$
|
4,966
|
|
Impairment charges
|
$
|
7
|
|
|
$
|
466
|
|
|
$
|
199
|
|
Capitalized software amortization expense(a)
|
$
|
452
|
|
|
$
|
424
|
|
|
$
|
459
|
|
(a)
|
Included in depreciation and amortization expense.
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Technology and intellectual property
|
$
|
734
|
|
|
$
|
533
|
|
|
$
|
201
|
|
|
$
|
734
|
|
|
$
|
457
|
|
|
$
|
277
|
|
Brands
|
4,298
|
|
|
1,285
|
|
|
3,013
|
|
|
4,299
|
|
|
1,165
|
|
|
3,134
|
|
||||||
Dealer network, customer relationships and other
|
966
|
|
|
702
|
|
|
264
|
|
|
968
|
|
|
661
|
|
|
307
|
|
||||||
Total intangible assets
|
$
|
5,998
|
|
|
$
|
2,520
|
|
|
$
|
3,478
|
|
|
$
|
6,001
|
|
|
$
|
2,283
|
|
|
$
|
3,718
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Restricted cash – current
|
$
|
2,202
|
|
|
$
|
1,876
|
|
Restricted cash – non-current
|
$
|
441
|
|
|
$
|
504
|
|
GM Financial receivables, net of fees – current
|
$
|
19,081
|
|
|
$
|
18,304
|
|
GM Financial receivables, net of fees – non-current
|
$
|
15,921
|
|
|
$
|
14,008
|
|
GM Financial equipment on operating leases, net
|
$
|
14,464
|
|
|
$
|
21,781
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
23,952
|
|
|
$
|
21,087
|
|
GM Financial long-term debt
|
$
|
15,819
|
|
|
$
|
21,417
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued liabilities
|
|
|
|
||||
Dealer and customer allowances, claims and discounts
|
$
|
10,402
|
|
|
$
|
11,611
|
|
Deferred revenue
|
3,234
|
|
|
3,504
|
|
||
Product warranty and related liabilities
|
2,987
|
|
|
2,788
|
|
||
Payrolls and employee benefits excluding postemployment benefits
|
1,969
|
|
|
2,233
|
|
||
Other
|
7,895
|
|
|
7,913
|
|
||
Total accrued liabilities
|
$
|
26,487
|
|
|
$
|
28,049
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
||||
Deferred revenue
|
$
|
2,962
|
|
|
$
|
2,959
|
|
Product warranty and related liabilities
|
4,811
|
|
|
4,802
|
|
||
Operating lease liabilities
|
1,010
|
|
|
—
|
|
||
Employee benefits excluding postemployment benefits
|
704
|
|
|
658
|
|
||
Postemployment benefits including facility idling reserves
|
633
|
|
|
875
|
|
||
Other
|
3,026
|
|
|
3,063
|
|
||
Total other liabilities
|
$
|
13,146
|
|
|
$
|
12,357
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Product Warranty and Related Liabilities
|
|
|
|
|
|
||||||
Warranty balance at beginning of period
|
$
|
7,590
|
|
|
$
|
8,332
|
|
|
$
|
9,069
|
|
Warranties issued and assumed in period – recall campaigns
|
745
|
|
|
665
|
|
|
678
|
|
|||
Warranties issued and assumed in period – product warranty
|
2,001
|
|
|
2,143
|
|
|
2,123
|
|
|||
Payments
|
(3,012
|
)
|
|
(2,903
|
)
|
|
(3,129
|
)
|
|||
Adjustments to pre-existing warranties
|
455
|
|
|
(464
|
)
|
|
(495
|
)
|
|||
Effect of foreign currency and other
|
19
|
|
|
(183
|
)
|
|
86
|
|
|||
Warranty balance at end of period
|
$
|
7,798
|
|
|
$
|
7,590
|
|
|
$
|
8,332
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Secured debt
|
$
|
167
|
|
|
$
|
143
|
|
Unsecured debt
|
13,909
|
|
|
13,292
|
|
||
Finance lease liabilities
|
310
|
|
|
528
|
|
||
Total automotive debt(a)
|
$
|
14,386
|
|
|
$
|
13,963
|
|
|
|
|
|
||||
Fair value utilizing Level 1 inputs
|
$
|
13,628
|
|
|
$
|
11,693
|
|
Fair value utilizing Level 2 inputs
|
2,300
|
|
|
1,838
|
|
||
Fair value of automotive debt
|
$
|
15,928
|
|
|
$
|
13,531
|
|
|
|
|
|
||||
Available under credit facility agreements
|
$
|
17,285
|
|
|
$
|
14,167
|
|
Weighted-average interest rate on outstanding short-term debt(b)
|
4.9
|
%
|
|
6.6
|
%
|
||
Weighted-average interest rate on outstanding long-term debt(b)
|
5.4
|
%
|
|
5.2
|
%
|
(a)
|
Includes net discount and debt issuance costs of $540 million and $499 million at December 31, 2019 and 2018.
|
(b)
|
Includes coupon rates on debt denominated in various foreign currencies and interest free loans.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Secured debt
|
$
|
39,959
|
|
|
$
|
40,160
|
|
|
$
|
42,835
|
|
|
$
|
42,835
|
|
Unsecured debt
|
48,979
|
|
|
50,239
|
|
|
48,153
|
|
|
47,556
|
|
||||
Total GM Financial debt
|
$
|
88,938
|
|
|
$
|
90,399
|
|
|
$
|
90,988
|
|
|
$
|
90,391
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
88,481
|
|
|
|
|
$
|
88,305
|
|
||||
Fair value utilizing Level 3 inputs
|
|
|
$
|
1,918
|
|
|
|
|
$
|
2,086
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Automotive interest expense
|
$
|
782
|
|
|
$
|
655
|
|
|
$
|
575
|
|
Automotive Financing - GM Financial interest expense
|
3,641
|
|
|
3,225
|
|
|
2,566
|
|
|||
Total interest expense
|
$
|
4,423
|
|
|
$
|
3,880
|
|
|
$
|
3,141
|
|
|
Automotive
|
|
Automotive Financing(a)
|
|
Total
|
||||||
2020
|
$
|
1,912
|
|
|
$
|
35,587
|
|
|
$
|
37,499
|
|
2021
|
535
|
|
|
20,690
|
|
|
21,225
|
|
|||
2022
|
70
|
|
|
11,763
|
|
|
11,833
|
|
|||
2023
|
1,546
|
|
|
7,038
|
|
|
8,584
|
|
|||
2024
|
48
|
|
|
5,795
|
|
|
5,843
|
|
|||
Thereafter
|
10,807
|
|
|
8,160
|
|
|
18,967
|
|
|||
|
$
|
14,918
|
|
|
$
|
89,033
|
|
|
$
|
103,951
|
|
(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, 2019
|
|
December 31, 2018
|
||||
Derivatives not designated as hedges(a)
|
|
|
|
|
|
||||
Foreign currency
|
2
|
|
$
|
5,075
|
|
|
$
|
2,710
|
|
Commodity
|
2
|
|
806
|
|
|
658
|
|
||
PSA Warrants(b)
|
2
|
|
45
|
|
|
45
|
|
||
Total derivative financial instruments
|
|
|
$
|
5,926
|
|
|
$
|
3,413
|
|
(a)
|
The fair value of these derivative instruments at December 31, 2019 and 2018 and the gains/losses included in our consolidated income statements for the years ended December 31, 2019, 2018 and 2017 were insignificant, unless otherwise noted.
|
(b)
|
The fair value of the PSA warrants located in Other assets was $964 million and $827 million at December 31, 2019 and 2018. We recorded gains in Interest income and other non-operating income, net of $154 million and $116 million for the years ended December 31, 2019 and 2018, and an insignificant amount for the year ended December 31, 2017.
|
|
Fair Value Level
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
|
Notional
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
|
Notional
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
||||||||||||
Derivatives designated as hedges(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps(b)
|
2
|
|
$
|
9,458
|
|
|
$
|
234
|
|
|
$
|
23
|
|
|
$
|
9,533
|
|
|
$
|
42
|
|
|
$
|
231
|
|
Foreign currency swaps
|
2
|
|
1,796
|
|
|
22
|
|
|
71
|
|
|
1,829
|
|
|
37
|
|
|
60
|
|
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
2
|
|
590
|
|
|
—
|
|
|
6
|
|
|
768
|
|
|
8
|
|
|
—
|
|
||||||
Foreign currency swaps
|
2
|
|
4,429
|
|
|
40
|
|
|
119
|
|
|
2,075
|
|
|
43
|
|
|
58
|
|
||||||
Derivatives not designated as hedges(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts
|
2
|
|
92,400
|
|
|
340
|
|
|
300
|
|
|
99,666
|
|
|
372
|
|
|
520
|
|
||||||
Total derivative financial instruments(c)
|
|
|
$
|
108,673
|
|
|
$
|
636
|
|
|
$
|
519
|
|
|
$
|
113,871
|
|
|
$
|
502
|
|
|
$
|
869
|
|
(a)
|
The gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December 31, 2019, 2018 and 2017 were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.
|
(b)
|
The gains included in GM Financial interest, operating, and other expenses were $355 million and an insignificant amount for the years ended December 31, 2019 and 2018.
|
(c)
|
GM Financial held $210 million and an insignificant amount of collateral from counterparties available for netting against GM Financial's asset positions, and posted an insignificant amount and $451 million of collateral to counterparties available for netting against GM Financial's liability positions at December 31, 2019 and 2018.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Amount of Hedged Items
|
|
Cumulative Amount of Fair Value Hedging Adjustments(a)
|
|
Carrying Amount of Hedged Items
|
|
Cumulative Amount of Fair Value Hedging Adjustments(a)
|
||||||||
GM Financial long-term debt(b)
|
$
|
20,397
|
|
|
$
|
(77
|
)
|
|
$
|
17,923
|
|
|
$
|
459
|
|
(a)
|
Includes an insignificant amount and $247 million of amortization remaining on hedged items for which hedge accounting has been discontinued at December 31, 2019 and 2018.
|
(b)
|
The gains/losses for hedged items – interest rate swaps included in GM Financial interest, operating, and other expenses were a loss of $569 million and an insignificant amount for the years ended December 31, 2019 and 2018.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. hourly and salaried
|
$
|
83
|
|
|
$
|
76
|
|
|
$
|
77
|
|
Non-U.S.
|
532
|
|
|
1,624
|
|
|
1,153
|
|
|||
Total
|
$
|
615
|
|
|
$
|
1,700
|
|
|
$
|
1,230
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||
|
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
|
$
|
61,190
|
|
|
$
|
19,904
|
|
|
$
|
5,744
|
|
|
$
|
68,450
|
|
|
$
|
22,789
|
|
|
$
|
6,374
|
|
Service cost
|
179
|
|
|
120
|
|
|
17
|
|
|
209
|
|
|
149
|
|
|
20
|
|
||||||
Interest cost
|
2,264
|
|
|
456
|
|
|
220
|
|
|
2,050
|
|
|
464
|
|
|
195
|
|
||||||
Actuarial (gains) losses
|
6,444
|
|
|
1,653
|
|
|
641
|
|
|
(4,449
|
)
|
|
(272
|
)
|
|
(389
|
)
|
||||||
Benefits paid
|
(4,753
|
)
|
|
(1,234
|
)
|
|
(395
|
)
|
|
(4,898
|
)
|
|
(1,595
|
)
|
|
(388
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
561
|
|
|
54
|
|
|
—
|
|
|
(1,452
|
)
|
|
(106
|
)
|
||||||
Curtailments, settlements and other
|
(640
|
)
|
|
(62
|
)
|
|
23
|
|
|
(172
|
)
|
|
(179
|
)
|
|
38
|
|
||||||
Ending benefit obligation
|
64,684
|
|
|
21,398
|
|
|
6,304
|
|
|
61,190
|
|
|
19,904
|
|
|
5,744
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning fair value of plan assets
|
56,102
|
|
|
13,528
|
|
|
—
|
|
|
62,639
|
|
|
14,495
|
|
|
—
|
|
||||||
Actual return on plan assets
|
8,454
|
|
|
1,669
|
|
|
—
|
|
|
(1,419
|
)
|
|
301
|
|
|
—
|
|
||||||
Employer contributions
|
83
|
|
|
532
|
|
|
370
|
|
|
76
|
|
|
1,624
|
|
|
369
|
|
||||||
Benefits paid
|
(4,753
|
)
|
|
(1,234
|
)
|
|
(395
|
)
|
|
(4,898
|
)
|
|
(1,595
|
)
|
|
(388
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
668
|
|
|
—
|
|
|
—
|
|
|
(1,106
|
)
|
|
—
|
|
||||||
Settlements and other
|
(647
|
)
|
|
(202
|
)
|
|
25
|
|
|
(296
|
)
|
|
(191
|
)
|
|
19
|
|
||||||
Ending fair value of plan assets
|
59,239
|
|
|
14,961
|
|
|
—
|
|
|
56,102
|
|
|
13,528
|
|
|
—
|
|
||||||
Ending funded status
|
$
|
(5,445
|
)
|
|
$
|
(6,437
|
)
|
|
$
|
(6,304
|
)
|
|
$
|
(5,088
|
)
|
|
$
|
(6,376
|
)
|
|
$
|
(5,744
|
)
|
Amounts recorded in the consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
Current liabilities
|
(68
|
)
|
|
(342
|
)
|
|
(369
|
)
|
|
(73
|
)
|
|
(349
|
)
|
|
(374
|
)
|
||||||
Non-current liabilities
|
(5,377
|
)
|
|
(6,793
|
)
|
|
(5,935
|
)
|
|
(5,015
|
)
|
|
(6,523
|
)
|
|
(5,370
|
)
|
||||||
Net amount recorded
|
$
|
(5,445
|
)
|
|
$
|
(6,437
|
)
|
|
$
|
(6,304
|
)
|
|
$
|
(5,088
|
)
|
|
$
|
(6,376
|
)
|
|
$
|
(5,744
|
)
|
Amounts recorded in Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
(1,980
|
)
|
|
$
|
(4,688
|
)
|
|
$
|
(1,364
|
)
|
|
$
|
(752
|
)
|
|
$
|
(3,983
|
)
|
|
$
|
(752
|
)
|
Net prior service (cost) credit
|
14
|
|
|
(78
|
)
|
|
27
|
|
|
19
|
|
|
(64
|
)
|
|
34
|
|
||||||
Total recorded in Accumulated other comprehensive loss
|
$
|
(1,966
|
)
|
|
$
|
(4,766
|
)
|
|
$
|
(1,337
|
)
|
|
$
|
(733
|
)
|
|
$
|
(4,047
|
)
|
|
$
|
(718
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
ABO
|
$
|
64,669
|
|
|
$
|
21,319
|
|
|
$
|
61,177
|
|
|
$
|
19,822
|
|
Plans with ABO in excess of plan assets
|
|
|
|
|
|
|
|
||||||||
ABO
|
$
|
64,669
|
|
|
$
|
10,996
|
|
|
$
|
61,177
|
|
|
$
|
10,289
|
|
Fair value of plan assets
|
$
|
59,239
|
|
|
$
|
3,940
|
|
|
$
|
56,102
|
|
|
$
|
3,485
|
|
Plans with PBO in excess of plan assets
|
|
|
|
|
|
|
|
||||||||
PBO
|
$
|
64,684
|
|
|
$
|
11,079
|
|
|
$
|
61,190
|
|
|
$
|
10,356
|
|
Fair value of plan assets
|
$
|
59,239
|
|
|
$
|
3,940
|
|
|
$
|
56,102
|
|
|
$
|
3,485
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||||||
|
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
|
$
|
393
|
|
|
$
|
132
|
|
|
$
|
17
|
|
|
$
|
330
|
|
|
$
|
163
|
|
|
$
|
20
|
|
|
$
|
315
|
|
|
$
|
199
|
|
|
$
|
19
|
|
Interest cost
|
2,264
|
|
|
456
|
|
|
220
|
|
|
2,050
|
|
|
464
|
|
|
195
|
|
|
2,145
|
|
|
473
|
|
|
202
|
|
|||||||||
Expected return on plan assets
|
(3,483
|
)
|
|
(786
|
)
|
|
—
|
|
|
(3,890
|
)
|
|
(825
|
)
|
|
—
|
|
|
(3,677
|
)
|
|
(750
|
)
|
|
—
|
|
|||||||||
Amortization of net actuarial (gains) losses
|
11
|
|
|
122
|
|
|
30
|
|
|
10
|
|
|
144
|
|
|
54
|
|
|
(6
|
)
|
|
157
|
|
|
23
|
|
|||||||||
Curtailments, settlements and other
|
21
|
|
|
142
|
|
|
(23
|
)
|
|
(19
|
)
|
|
43
|
|
|
(19
|
)
|
|
(37
|
)
|
|
8
|
|
|
(5
|
)
|
|||||||||
Net periodic pension and OPEB (income) expense
|
$
|
(794
|
)
|
|
$
|
66
|
|
|
$
|
244
|
|
|
$
|
(1,519
|
)
|
|
$
|
(11
|
)
|
|
$
|
250
|
|
|
$
|
(1,260
|
)
|
|
$
|
87
|
|
|
$
|
239
|
|
Weighted-average assumptions used to determine benefit obligations(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
3.20
|
%
|
|
2.16
|
%
|
|
3.24
|
%
|
|
4.22
|
%
|
|
2.86
|
%
|
|
4.19
|
%
|
|
3.53
|
%
|
|
2.66
|
%
|
|
3.52
|
%
|
|||||||||
Weighted-average assumptions used to determine net expense(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
3.92
|
%
|
|
3.36
|
%
|
|
4.07
|
%
|
|
3.19
|
%
|
|
2.99
|
%
|
|
3.29
|
%
|
|
3.35
|
%
|
|
2.94
|
%
|
|
3.39
|
%
|
|||||||||
Expected rate of return on plan assets
|
6.37
|
%
|
|
5.76
|
%
|
|
N/A
|
|
|
6.61
|
%
|
|
6.09
|
%
|
|
N/A
|
|
|
6.23
|
%
|
|
5.82
|
%
|
|
N/A
|
|
(a)
|
The rate of compensation increase does not have a significant effect on our U.S. pension and OPEB plans.
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Equity
|
12
|
%
|
|
14
|
%
|
|
12
|
%
|
|
14
|
%
|
Debt
|
64
|
%
|
|
67
|
%
|
|
64
|
%
|
|
66
|
%
|
Other(a)
|
24
|
%
|
|
19
|
%
|
|
24
|
%
|
|
20
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
U.S. Pension Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common and preferred stocks
|
$
|
6,232
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
6,252
|
|
|
$
|
4,914
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
$
|
4,934
|
|
Government and agency debt securities(a)
|
—
|
|
|
13,843
|
|
|
—
|
|
|
13,843
|
|
|
—
|
|
|
12,077
|
|
|
—
|
|
|
12,077
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
24,809
|
|
|
—
|
|
|
24,809
|
|
|
—
|
|
|
24,645
|
|
|
—
|
|
|
24,645
|
|
||||||||
Other investments, net(b)
|
(47
|
)
|
|
25
|
|
|
401
|
|
|
379
|
|
|
350
|
|
|
80
|
|
|
371
|
|
|
801
|
|
||||||||
Net plan assets subject to leveling
|
$
|
6,185
|
|
|
$
|
38,696
|
|
|
$
|
402
|
|
|
45,283
|
|
|
$
|
5,264
|
|
|
$
|
36,820
|
|
|
$
|
373
|
|
|
42,457
|
|
||
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment funds
|
|
|
|
|
|
|
7,031
|
|
|
|
|
|
|
|
|
6,465
|
|
||||||||||||||
Private equity and debt investments
|
|
|
|
|
|
|
2,951
|
|
|
|
|
|
|
|
|
3,021
|
|
||||||||||||||
Real estate investments
|
|
|
|
|
|
|
3,484
|
|
|
|
|
|
|
|
|
3,504
|
|
||||||||||||||
Total plan assets measured at net asset value
|
|
|
|
|
|
|
13,466
|
|
|
|
|
|
|
|
|
12,990
|
|
||||||||||||||
Other plan assets, net(c)
|
|
|
|
|
|
|
490
|
|
|
|
|
|
|
|
|
655
|
|
||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
59,239
|
|
|
|
|
|
|
|
|
$
|
56,102
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Non-U.S. Pension Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common and preferred stocks
|
$
|
489
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
490
|
|
|
$
|
441
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
447
|
|
Government and agency debt securities(a)
|
—
|
|
|
3,927
|
|
|
—
|
|
|
3,927
|
|
|
—
|
|
|
3,640
|
|
|
—
|
|
|
3,640
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
3,230
|
|
|
—
|
|
|
3,230
|
|
|
—
|
|
|
2,589
|
|
|
1
|
|
|
2,590
|
|
||||||||
Other investments, net(b)(d)
|
(5
|
)
|
|
(107
|
)
|
|
248
|
|
|
136
|
|
|
59
|
|
|
128
|
|
|
242
|
|
|
429
|
|
||||||||
Net plan assets subject to leveling
|
$
|
484
|
|
|
$
|
7,051
|
|
|
$
|
248
|
|
|
7,783
|
|
|
$
|
500
|
|
|
$
|
6,358
|
|
|
$
|
248
|
|
|
7,106
|
|
||
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investment funds
|
|
|
|
|
|
|
5,608
|
|
|
|
|
|
|
|
|
5,081
|
|
||||||||||||||
Private equity and debt investments
|
|
|
|
|
|
|
511
|
|
|
|
|
|
|
|
|
526
|
|
||||||||||||||
Real estate investments
|
|
|
|
|
|
|
982
|
|
|
|
|
|
|
|
|
980
|
|
||||||||||||||
Total plan assets measured at net asset value
|
|
|
|
|
|
|
7,101
|
|
|
|
|
|
|
|
|
6,587
|
|
||||||||||||||
Other plan assets (liabilities), net(c)
|
|
|
|
|
|
|
77
|
|
|
|
|
|
|
|
|
(165
|
)
|
||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
14,961
|
|
|
|
|
|
|
|
|
$
|
13,528
|
|
(a)
|
Includes U.S. and sovereign government and agency issues.
|
(b)
|
Includes net derivative assets (liabilities).
|
(c)
|
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.
|
(d)
|
Level 2 Other investments, net includes Canadian reverse repurchase agreements.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. income
|
$
|
3,826
|
|
|
$
|
4,433
|
|
|
$
|
8,399
|
|
Non-U.S. income
|
2,342
|
|
|
1,953
|
|
|
1,332
|
|
|||
Income before income taxes and equity income
|
$
|
6,168
|
|
|
$
|
6,386
|
|
|
$
|
9,731
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current income tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
42
|
|
|
$
|
(104
|
)
|
|
$
|
18
|
|
U.S. state and local
|
102
|
|
|
113
|
|
|
83
|
|
|||
Non-U.S.
|
758
|
|
|
577
|
|
|
552
|
|
|||
Total current income tax expense
|
902
|
|
|
586
|
|
|
653
|
|
|||
Deferred income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
(145
|
)
|
|
(578
|
)
|
|
7,831
|
|
|||
U.S. state and local
|
3
|
|
|
250
|
|
|
(187
|
)
|
|||
Non-U.S.
|
9
|
|
|
216
|
|
|
3,236
|
|
|||
Total deferred income tax expense (benefit)
|
(133
|
)
|
|
(112
|
)
|
|
10,880
|
|
|||
Total income tax expense
|
$
|
769
|
|
|
$
|
474
|
|
|
$
|
11,533
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax expense at U.S. federal statutory income tax rate
|
$
|
1,295
|
|
|
$
|
1,341
|
|
|
$
|
3,406
|
|
State and local tax expense (benefit)
|
117
|
|
|
282
|
|
|
(76
|
)
|
|||
Non-U.S. income taxed at other than the U.S. federal statutory tax rate
|
166
|
|
|
90
|
|
|
(145
|
)
|
|||
U.S. tax impact on Non-U.S. income and activities
|
(197
|
)
|
|
(822
|
)
|
|
(941
|
)
|
|||
Change in valuation allowances
|
(233
|
)
|
|
1,695
|
|
|
2,712
|
|
|||
Change in tax laws
|
(122
|
)
|
|
(134
|
)
|
|
7,194
|
|
|||
General business credits and manufacturing incentives
|
(420
|
)
|
|
(695
|
)
|
|
(428
|
)
|
|||
Capital loss expiration
|
—
|
|
|
107
|
|
|
—
|
|
|||
Settlements of prior year tax matters
|
—
|
|
|
(188
|
)
|
|
(256
|
)
|
|||
Realization of basis differences in affiliates
|
—
|
|
|
(59
|
)
|
|
—
|
|
|||
German statutory approval of net operating losses
|
—
|
|
|
(990
|
)
|
|
—
|
|
|||
Foreign currency remeasurement
|
74
|
|
|
19
|
|
|
23
|
|
|||
Other adjustments
|
89
|
|
|
(172
|
)
|
|
44
|
|
|||
Total income tax expense
|
$
|
769
|
|
|
$
|
474
|
|
|
$
|
11,533
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Deferred tax assets
|
|
|
|
||||
Postretirement benefits other than pensions
|
$
|
1,695
|
|
|
$
|
1,584
|
|
Pension and other employee benefit plans
|
2,968
|
|
|
3,020
|
|
||
Warranties, dealer and customer allowances, claims and discounts
|
6,299
|
|
|
6,307
|
|
||
U.S. capitalized research expenditures
|
6,035
|
|
|
5,176
|
|
||
U.S. operating loss and tax credit carryforwards(a)
|
8,686
|
|
|
8,591
|
|
||
Non-U.S. operating loss and tax credit carryforwards(b)
|
6,731
|
|
|
6,393
|
|
||
Miscellaneous
|
1,965
|
|
|
2,034
|
|
||
Total deferred tax assets before valuation allowances
|
34,379
|
|
|
33,105
|
|
||
Less: valuation allowances
|
(8,135
|
)
|
|
(7,976
|
)
|
||
Total deferred tax assets
|
26,244
|
|
|
25,129
|
|
||
Deferred tax liabilities
|
|
|
|
|
|
||
Property, plant and equipment
|
1,565
|
|
|
1,098
|
|
||
Intangible assets
|
763
|
|
|
729
|
|
||
Total deferred tax liabilities
|
2,328
|
|
|
1,827
|
|
||
Net deferred tax assets
|
$
|
23,916
|
|
|
$
|
23,302
|
|
(a)
|
At December 31, 2019 U.S. operating loss and tax credit carryforwards of $8.7 billion expire by 2039 if not utilized.
|
(b)
|
At December 31, 2019 Non-U.S. operating loss and tax credit carryforwards of $1.3 billion expire by 2039 if not utilized and the remaining balance of $5.4 billion may be carried forward indefinitely.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
1,341
|
|
|
$
|
1,557
|
|
|
$
|
1,182
|
|
Additions to current year tax positions
|
18
|
|
|
292
|
|
|
160
|
|
|||
Additions to prior years' tax positions
|
13
|
|
|
264
|
|
|
448
|
|
|||
Reductions to prior years' tax positions
|
(501
|
)
|
|
(244
|
)
|
|
(195
|
)
|
|||
Reductions in tax positions due to lapse of statutory limitations
|
(8
|
)
|
|
(38
|
)
|
|
(44
|
)
|
|||
Settlements
|
(93
|
)
|
|
(450
|
)
|
|
(11
|
)
|
|||
Other
|
5
|
|
|
(40
|
)
|
|
17
|
|
|||
Balance at end of period
|
$
|
775
|
|
|
$
|
1,341
|
|
|
$
|
1,557
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
1,122
|
|
|
$
|
227
|
|
|
$
|
268
|
|
Additions, interest accretion and other
|
629
|
|
|
1,637
|
|
|
330
|
|
|||
Payments
|
(1,101
|
)
|
|
(600
|
)
|
|
(315
|
)
|
|||
Revisions to estimates and effect of foreign currency
|
(86
|
)
|
|
(142
|
)
|
|
(56
|
)
|
|||
Balance at end of period
|
$
|
564
|
|
|
$
|
1,122
|
|
|
$
|
227
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Non-service pension and OPEB income
|
$
|
797
|
|
|
$
|
1,665
|
|
|
$
|
1,316
|
|
Interest income
|
429
|
|
|
335
|
|
|
266
|
|
|||
Licensing agreements income
|
165
|
|
|
296
|
|
|
74
|
|
|||
Revaluation of investments
|
80
|
|
|
258
|
|
|
(56
|
)
|
|||
Other
|
(2
|
)
|
|
42
|
|
|
45
|
|
|||
Total interest income and other non-operating income, net
|
$
|
1,469
|
|
|
$
|
2,596
|
|
|
$
|
1,645
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign Currency Translation Adjustments
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(2,250
|
)
|
|
$
|
(1,606
|
)
|
|
$
|
(2,355
|
)
|
Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment, net of tax and impact of adoption of accounting standards(a)(b)
|
(56
|
)
|
|
(664
|
)
|
|
560
|
|
|||
Reclassification adjustment, net of tax(a)
|
28
|
|
|
20
|
|
|
189
|
|
|||
Other comprehensive income (loss), net of tax(a)
|
(28
|
)
|
|
(644
|
)
|
|
749
|
|
|||
Balance at end of period
|
$
|
(2,278
|
)
|
|
$
|
(2,250
|
)
|
|
$
|
(1,606
|
)
|
Defined Benefit Plans
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(6,737
|
)
|
|
$
|
(6,398
|
)
|
|
$
|
(6,968
|
)
|
Other comprehensive loss and noncontrolling interests before reclassification adjustment, net of impact of adoption of accounting standards(b)
|
(2,769
|
)
|
|
(580
|
)
|
|
(798
|
)
|
|||
Tax benefit
|
463
|
|
|
100
|
|
|
98
|
|
|||
Other comprehensive loss and noncontrolling interests before reclassification adjustment, net of tax and impact of adoption of accounting standards(b)
|
(2,306
|
)
|
|
(480
|
)
|
|
(700
|
)
|
|||
Reclassification adjustment, net of tax(a)(c)
|
184
|
|
|
141
|
|
|
1,270
|
|
|||
Other comprehensive income (loss), net of tax
|
(2,122
|
)
|
|
(339
|
)
|
|
570
|
|
|||
Balance at end of period(d)
|
$
|
(8,859
|
)
|
|
$
|
(6,737
|
)
|
|
$
|
(6,398
|
)
|
(a)
|
The income tax effect was insignificant in the years ended December 31, 2019, 2018 and 2017.
|
(b)
|
The noncontrolling interests are insignificant in the years ended December 31, 2019, 2018 and 2017.
|
(c)
|
$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 year ended December 31, 2017.
|
(d)
|
Primarily consists 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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Basic earnings per share
|
|
|
|
|
|
||||||
Income from continuing operations(a)
|
$
|
6,732
|
|
|
$
|
8,084
|
|
|
$
|
348
|
|
Less: cumulative dividends on subsidiary preferred stock
|
(151
|
)
|
|
(98
|
)
|
|
(16
|
)
|
|||
Income from continuing operations attributable to common stockholders
|
6,581
|
|
|
7,986
|
|
|
332
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
70
|
|
|
4,212
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
6,581
|
|
|
$
|
7,916
|
|
|
$
|
(3,880
|
)
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
1,424
|
|
|
1,411
|
|
|
1,465
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share – continuing operations
|
$
|
4.62
|
|
|
$
|
5.66
|
|
|
$
|
0.23
|
|
Basic loss per common share – discontinued operations
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
2.88
|
|
Basic earnings (loss) per common share
|
$
|
4.62
|
|
|
$
|
5.61
|
|
|
$
|
(2.65
|
)
|
Diluted earnings per share
|
|
|
|
|
|
||||||
Income from continuing operations attributable to common stockholders – diluted(a)
|
$
|
6,581
|
|
|
$
|
7,986
|
|
|
$
|
332
|
|
Loss from discontinued operations, net of tax – diluted
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
4,212
|
|
Net income (loss) attributable to common stockholders – diluted
|
$
|
6,581
|
|
|
$
|
7,916
|
|
|
$
|
(3,880
|
)
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding – basic
|
1,424
|
|
|
1,411
|
|
|
1,465
|
|
|||
Dilutive effect of warrants and awards under stock incentive plans
|
15
|
|
|
20
|
|
|
27
|
|
|||
Weighted-average common shares outstanding – diluted
|
1,439
|
|
|
1,431
|
|
|
1,492
|
|
|||
|
|
|
|
|
|
|
|||||
Diluted earnings per common share – continuing operations
|
$
|
4.57
|
|
|
$
|
5.58
|
|
|
$
|
0.22
|
|
Diluted loss per common share – discontinued operations
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
2.82
|
|
Diluted earnings (loss) per common share
|
$
|
4.57
|
|
|
$
|
5.53
|
|
|
$
|
(2.60
|
)
|
|
|
|
|
|
|
||||||
Potentially dilutive securities(b)
|
7
|
|
|
9
|
|
|
—
|
|
(a)
|
Net of Net loss attributable to noncontrolling interests.
|
(b)
|
Potentially dilutive securities attributable to outstanding stock options were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales and revenue(a)
|
$
|
1,129
|
|
|
$
|
1,939
|
|
|
$
|
853
|
|
Purchases and expenses(a)
|
$
|
825
|
|
|
$
|
1,422
|
|
|
$
|
218
|
|
Cash payments(b)
|
$
|
975
|
|
|
$
|
1,849
|
|
|
$
|
242
|
|
Cash receipts(b)
|
$
|
1,408
|
|
|
$
|
2,310
|
|
|
$
|
1,161
|
|
(a)
|
Included in Income from continuing operations.
|
(b)
|
Included in Net cash provided by operating activities – continuing operations.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Automotive net sales and revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,257
|
|
GM Financial net sales and revenue
|
—
|
|
|
—
|
|
|
466
|
|
|||
Total net sales and revenue
|
—
|
|
|
—
|
|
|
11,723
|
|
|||
Automotive and other cost of sales
|
—
|
|
|
—
|
|
|
11,049
|
|
|||
GM Financial interest, operating and other expenses
|
—
|
|
|
—
|
|
|
342
|
|
|||
Automotive and other selling, general, and administrative expense
|
—
|
|
|
—
|
|
|
813
|
|
|||
Other expense items
|
—
|
|
|
—
|
|
|
(72
|
)
|
|||
Loss from discontinued operations before taxes
|
—
|
|
|
—
|
|
|
553
|
|
|||
Loss on sale of discontinued operations before taxes(a)(b)
|
—
|
|
|
70
|
|
|
2,176
|
|
|||
Total loss from discontinued operations before taxes
|
—
|
|
|
70
|
|
|
2,729
|
|
|||
Income tax expense(b)(c)
|
—
|
|
|
—
|
|
|
1,483
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
4,212
|
|
(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, 2019
|
48.1
|
|
|
$
|
19.81
|
|
|
1.3
|
Granted
|
8.9
|
|
|
$
|
27.89
|
|
|
|
Settled
|
(11.6
|
)
|
|
$
|
28.78
|
|
|
|
Forfeited or expired
|
(3.9
|
)
|
|
$
|
30.87
|
|
|
|
Units outstanding at December 31, 2019(a)
|
41.5
|
|
|
$
|
19.17
|
|
|
0.9
|
(a)
|
Includes the target amount of PSUs.
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Total net sales and revenue
|
$
|
34,878
|
|
|
$
|
36,060
|
|
|
$
|
35,473
|
|
|
$
|
30,826
|
|
Automotive and other gross margin(a)
|
$
|
3,032
|
|
|
$
|
4,098
|
|
|
$
|
3,643
|
|
|
$
|
1,273
|
|
Income (loss) from continuing operations
|
$
|
2,145
|
|
|
$
|
2,403
|
|
|
$
|
2,311
|
|
|
$
|
(192
|
)
|
Net income (loss) attributable to stockholders
|
$
|
2,157
|
|
|
$
|
2,418
|
|
|
$
|
2,351
|
|
|
$
|
(194
|
)
|
Basic earnings (loss) per common share – continuing operations
|
$
|
1.50
|
|
|
$
|
1.68
|
|
|
$
|
1.62
|
|
|
$
|
(0.16
|
)
|
Diluted earnings (loss) per common share – continuing operations
|
$
|
1.48
|
|
|
$
|
1.66
|
|
|
$
|
1.60
|
|
|
$
|
(0.16
|
)
|
(a)
|
Includes our Cruise segment.
|
|
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 Cruise segment.
|
|
At and For the Year Ended December 31, 2019
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
Cruise
|
|
GM Financial
|
|
Eliminations/Reclassifications
|
|
Total
|
||||||||||||||||||
Net sales and revenue
|
$
|
106,366
|
|
|
$
|
16,111
|
|
|
$
|
220
|
|
|
|
|
$
|
122,697
|
|
|
$
|
100
|
|
|
$
|
14,554
|
|
|
$
|
(114
|
)
|
|
$
|
137,237
|
|
||
Earnings (loss) before interest and taxes-adjusted
|
$
|
8,204
|
|
|
$
|
(202
|
)
|
|
$
|
(691
|
)
|
|
|
|
$
|
7,311
|
|
|
$
|
(1,004
|
)
|
|
$
|
2,104
|
|
|
$
|
(18
|
)
|
|
$
|
8,393
|
|
||
Adjustments(a)
|
$
|
(1,618
|
)
|
|
$
|
1,081
|
|
|
$
|
(2
|
)
|
|
|
|
$
|
(539
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(539
|
)
|
|||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
429
|
|
||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(782
|
)
|
||||||||||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(65
|
)
|
|||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,436
|
|
|||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(769
|
)
|
|||||||||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|||||||||||||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
|
|
|||||||||||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,732
|
|
||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
84
|
|
|
$
|
7,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,107
|
|
|
$
|
—
|
|
|
$
|
1,455
|
|
|
$
|
—
|
|
|
$
|
8,562
|
|
Goodwill and intangibles
|
$
|
2,459
|
|
|
$
|
888
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3,348
|
|
|
$
|
634
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
|
$
|
5,337
|
|
Total assets
|
$
|
109,290
|
|
|
$
|
24,969
|
|
|
$
|
32,365
|
|
|
$
|
(50,244
|
)
|
|
$
|
116,380
|
|
|
$
|
4,230
|
|
|
$
|
108,881
|
|
|
$
|
(1,454
|
)
|
|
$
|
228,037
|
|
Expenditures for property
|
$
|
6,305
|
|
|
$
|
1,096
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
7,485
|
|
|
$
|
60
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
7,592
|
|
Depreciation and amortization
|
$
|
6,112
|
|
|
$
|
533
|
|
|
$
|
46
|
|
|
$
|
(2
|
)
|
|
$
|
6,689
|
|
|
$
|
21
|
|
|
$
|
7,350
|
|
|
$
|
—
|
|
|
$
|
14,060
|
|
Impairment charges
|
$
|
15
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58
|
|
Equity income
|
$
|
8
|
|
|
$
|
1,123
|
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
1,102
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
1,268
|
|
(a)
|
Consists of restructuring and other charges related to transformation activities of $1.6 billion in GMNA and $115 million in GMI; a benefit of $1.4 billion related to the retrospective recoveries of indirect taxes in Brazil; partially offset by losses of $164 million related to the FAW-GM divestiture in GMI.
|
|
At and For the Year Ended December 31, 2018
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
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 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
|
|
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 Years Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Net Sales and Revenue
|
|
Long-Lived Assets
|
|
Net Sales and Revenue
|
|
Long-Lived Assets
|
|
Net Sales and Revenue
|
|
Long-Lived Assets
|
||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
|
$
|
97,887
|
|
|
$
|
25,401
|
|
|
$
|
104,413
|
|
|
$
|
25,625
|
|
|
$
|
100,674
|
|
|
$
|
24,473
|
|
Non-U.S.
|
24,810
|
|
|
13,190
|
|
|
28,632
|
|
|
13,263
|
|
|
32,775
|
|
|
12,715
|
|
||||||
GM Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S.
|
12,727
|
|
|
39,509
|
|
|
12,169
|
|
|
41,334
|
|
|
10,489
|
|
|
40,674
|
|
||||||
Non-U.S.
|
1,813
|
|
|
2,772
|
|
|
1,835
|
|
|
2,476
|
|
|
1,650
|
|
|
2,467
|
|
||||||
Total consolidated
|
$
|
137,237
|
|
|
$
|
80,872
|
|
|
$
|
147,049
|
|
|
$
|
82,698
|
|
|
$
|
145,588
|
|
|
$
|
80,329
|
|
Change in other operating assets and liabilities
|
Years Ended December 31,
|
||||||||||
2019
|
|
2018
|
|
2017
|
|||||||
Accounts receivable
|
$
|
(563
|
)
|
|
$
|
492
|
|
|
$
|
1,402
|
|
Wholesale receivables funded by GM Financial, net
|
663
|
|
|
(2,606
|
)
|
|
(2,099
|
)
|
|||
Inventories
|
(761
|
)
|
|
399
|
|
|
440
|
|
|||
Automotive equipment on operating leases
|
274
|
|
|
748
|
|
|
(263
|
)
|
|||
Change in other assets
|
(1,550
|
)
|
|
(529
|
)
|
|
108
|
|
|||
Accounts payable
|
(492
|
)
|
|
(537
|
)
|
|
(362
|
)
|
|||
Income taxes payable
|
213
|
|
|
(75
|
)
|
|
(3
|
)
|
|||
Accrued and other liabilities
|
(1,573
|
)
|
|
732
|
|
|
(2,238
|
)
|
|||
Total
|
$
|
(3,789
|
)
|
|
$
|
(1,376
|
)
|
|
$
|
(3,015
|
)
|
|
|
|
|
|
|
||||||
Cash paid for income taxes and interest
|
|
|
|
|
|
||||||
Cash paid for income taxes, net
|
$
|
689
|
|
|
$
|
660
|
|
|
$
|
656
|
|
Cash paid for interest (net of amounts capitalized) – Automotive
|
$
|
739
|
|
|
$
|
656
|
|
|
$
|
501
|
|
Cash paid for interest (net of amounts capitalized) – GM Financial
|
3,475
|
|
|
2,941
|
|
|
2,571
|
|
|||
Total cash paid for interest (net of amounts capitalized)
|
$
|
4,214
|
|
|
$
|
3,597
|
|
|
$
|
3,072
|
|
/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 5, 2020
|
|
February 5, 2020
|
(a)
|
1. All Financial Statements and Supplemental Information
|
(b)
|
Exhibits
|
Exhibit Number
|
|
Exhibit Name
|
|
|
2.1
|
|
|
Incorporated by Reference
|
|
2.2
|
|
|
Incorporated by Reference
|
|
2.3
|
|
|
Incorporated by Reference
|
|
3.1
|
|
|
Incorporated by Reference
|
|
3.2
|
|
|
Incorporated by Reference
|
|
4.1
|
|
|
Filed Herewith
|
|
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
|
|
4.9
|
|
|
Incorporated by Reference
|
|
10.1
|
|
|
Incorporated by Reference
|
Exhibit Number
|
|
Exhibit Name
|
|
|
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*
|
|
|
Filed Herewith
|
|
10.20†
|
|
|
Incorporated by Reference
|
|
10.21
|
|
|
Incorporated by Reference
|
|
10.22
|
|
|
|
Incorporated by Reference
|
10.23
|
|
|
Incorporated by Reference
|
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
|
|
|
Filed Herewith
|
|
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
|
|
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Consolidated Income Statements, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) Notes to the Consolidated Financial Statements
|
|
Filed Herewith
|
104
|
|
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2019, formatted as Inline XBRL and contained in Exhibit 101
|
|
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.
|
|
|
GENERAL MOTORS COMPANY (Registrant)
|
|
|
|
|
By:
|
/s/ MARY T. BARRA
|
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer |
|
Date:
|
February 5, 2020
|
|
|
|
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, Global Business Solutions and Chief
|
Christopher T. Hatto
|
|
Accounting Officer
|
|
|
|
/s/ THEODORE M. SOLSO*
|
|
Lead Director
|
Theodore M. Solso
|
|
|
|
|
|
/s/ WESLEY G. BUSH*
|
|
Director
|
Wesley G. Bush
|
|
|
|
|
|
/s/ LINDA R. GOODEN*
|
|
Director
|
Linda R. Gooden
|
|
|
|
|
|
/s/ JOSEPH JIMENEZ*
|
|
Director
|
Joseph Jimenez
|
|
|
|
|
|
/s/ JANE L. MENDILLO*
|
|
Director
|
Jane L. Mendillo
|
|
|
|
|
|
/s/ JUDITH A. MISCIK*
|
|
Director
|
Judith A. Miscik
|
|
|
|
|
|
/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
|
|
•
|
increase or decrease the aggregate number of authorized shares of such class;
|
•
|
increase or decrease the par value of the shares of such class; or
|
•
|
alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.
|
•
|
the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the Board of Directors prior to the time the interested stockholder obtained such status;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
|
•
|
at or subsequent to such time the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
1.1
|
The name of this Plan is the General Motors Company Deferred Compensation Plan for Non-Employee Directors. Its purpose is to provide Non-Employee Directors of General Motors Company with a means to defer compensation earned as a Director.
|
1.2
|
The Plan was first adopted on January 1, 2011 following approval by the Board on October 5, 2010. The Plan as amended and restated herein is effective December 9, 2019.
|
2.1
|
“Account” means an unfunded deferred compensation account established and maintained under the Plan for each Participant.
|
2.2
|
“Additional Compensation” means the amount payable to the Director for serving on Committees of the Board or as a Committee Chair, Lead Director, or Chairman of the Board, but does not include the Base Compensation or any amounts earned otherwise.
|
2.3
|
“Average Market Price” means the average of the highest and lowest sales prices of Common Stock on any valuation date under the Plan as reported in The Wall Street Journal (or, if such prices are not reported in The Wall Street Journal, in another reliable, widely available source of such prices as designated by the Committee).
|
2.4
|
“Beneficiary” means the person, persons or trust designated in writing by the Participant to receive any benefits from the Plan due to the death of the Participant pursuant to Article IX.
|
2.5
|
“Base Compensation” means the amount payable as an annual retainer to the Director for serving as a member of the Board, but does not include any Additional Compensation or amounts earned otherwise.
|
2.7
|
“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute thereto.
|
2.8
|
“Committee” means the Governance and Corporate Responsibility Committee of the Board.
|
2.9
|
“Common Stock” means the common stock, $0.01 par value, of the Company as listed on the New York Stock Exchange.
|
2.11
|
“Dividend Equivalent” means an amount equal to such per share dividend amount multiplied by the number of Share Units credited to the Participant’s Account, upon the payment of a dividend by the Company on issued and outstanding shares of Common Stock. The Dividend Equivalent, if any, shall be deemed to be invested in additional Share Units.
|
2.12
|
“Mandatory Deferral” means the amount or percentage of each Director’s Base Compensation required to be deferred into Share Units as annually determined by the Board based upon the recommendation of the Committee.
|
2.13
|
“Non-Employee Director” or “Director” means any individual who is a member of the Board but who is not otherwise an employee of the Company or any of its subsidiaries.
|
2.14
|
“Participant” means any Non-Employee Director who elects to participate in the Plan or whose Base Compensation is or was subject to Mandatory Deferral pursuant to Article V.
|
2.15
|
“Plan” means the General Motors Company Deferred Compensation Plan for Non-Employee Directors as stated herein, as it may be amended from time to time.
|
2.16
|
“Plan Year” means the 12-month period coinciding with the calendar year.
|
2.17
|
“Separation Date” means the date on which a Director separates from service as a Director, within the meaning of Section 409A of the Code.
|
2.18
|
“Share Unit” means a hypothetical share of Common Stock of the Company that is credited to a Participant’s Account. Share Units shall not have any voting rights, shall not represent any actual shares of Common Stock, and shall not give any Participant any rights as a stockholder in the Company.
|
2.19
|
“Unforeseeable Emergency” means (a) a severe financial hardship to a Director resulting from an illness or accident of the Director, or the spouse or a dependent (as defined in Section 152(a) of the Code) of the Director, (b) the loss of a Director’s property due to casualty or (c) such other similar extraordinary and unforeseeable
|
2.20
|
“Voluntary Deferral” means the amount of (a) Base Compensation that is not subject to Mandatory Deferral and (b) any Additional Compensation that a Director affirmatively elects to defer pursuant to Article VI.
|
3.1
|
The Plan shall be administered by the Committee. The Committee shall have full power and discretionary authority to interpret the Plan, prescribe, amend and rescind the rules relating to it from time to time as it deems proper and in the best interests of the Company, and to take any other action necessary for the administration of the Plan. Any decision or interpretation adopted by the Committee shall be final and conclusive and binding on all Participants, their legal representatives and Beneficiaries. The Committee may delegate administrative duties under the Plan to one or more employees or agents of the Company, as it shall deem necessary or advisable.
|
5.1
|
Any determination by the Board to require the Mandatory Deferral of all or a portion of each Director’s Base Compensation shall be made no later than December 31 of the Plan Year immediately preceding the Plan Year in which the Base Compensation is to be earned.
|
5.2
|
Any Mandatory Deferral pursuant to this Section shall remain in effect, until terminated or modified by the Board, with respect to Base Compensation payable in future Plan Years. Such Mandatory Deferral election shall become irrevocable as of December 31 of the Plan Year immediately preceding the Plan Year in which such Base Compensation otherwise would have been payable for services on the Board.
|
5.3
|
Any Mandatory Deferrals pursuant to this Article V shall be credited to the Participant’s Account in the form of Share Units and shall be entitled to Dividend Equivalents, if any.
|
5.4
|
The value of Share Units attributable to a Mandatory Deferral shall be payable in cash in a lump sum or in up to five annual installments, as elected by the Director pursuant to section 6.3(b), on or before March 15 of the Plan Year following the Plan Year in which the Participant’s service as a Director terminates, or as soon as practicable, but in no event later than December 31 immediately following such date.
|
6.1
|
Any election of a Director to make a Voluntary Deferral pursuant to this Article VI shall apply to (a) the amount of Base Compensation which is not subject to Mandatory Deferral and (b) Additional Compensation (if any).
|
6.2
|
Any election to defer Base Compensation or Additional Compensation pursuant to this Article VI shall be credited annually in Share Units valued under Article VII below to each Participant’s Account on December 31 of the Plan Year in which the compensation was earned.
|
6.3
|
A Director may elect to defer his or her Base Compensation or Additional Compensation by giving written notice to the Company on or before December 31 of the Plan Year immediately preceding the Plan Year in which the compensation is to be earned. Such notice will include:
|
(a)
|
The percentage of any Base Compensation or Additional Compensation to be deferred and credited to the Participant’s Account in the form of Share Units. Each Participant may make an election to defer 50% or 100%; and
|
(b)
|
The method of distribution, either a lump sum cash payment or a number of annual cash installments (not to exceed five), for the compensation deferred. The method of distribution elected by the Participant shall apply to both a Voluntary Deferral and a Mandatory Deferral. For purposes of Section 409A of the Code, each installment payment shall be treated as a separate and distinct payment.
|
6.4
|
The elections made pursuant to Section 6.3 shall be given continuing effect for subsequent Plan Years until a new notice terminating such previous elections or specifying different elections shall be delivered to the Company. Any new notice shall apply only to Base Compensation or Additional Compensation earned in Plan Years subsequent to the Plan Year in which such new notice is delivered and shall become irrevocable as of December 31 of the Plan Year in which such new notice is delivered.
|
7.1
|
Amounts deferred (Mandatory and Voluntary Deferrals) will be converted into Share Units and credited to the Participant’s account annually on December 31 in a number of share units determined by dividing the amount of compensation deferred each Plan Year by the average daily closing market price of Common Stock as reported in The Wall Street Journal for that Plan Year (and prorated as applicable for a Director who has joined, retired or otherwise left the Board during the Plan Year).
|
7.2
|
Dividend Equivalents, if any, will be converted into Share Units and credited to the Participant’s Account annually on December 31 in an amount equal to the sum of the per share cash dividend of Common Stock multiplied by the number of Share Units in the Participant’s Account on December 31 after giving effect to that Plan Year’s annual credit pursuant to Article 5 and 6 above, and then divided by the Average Market Price of such stock on each dividend payment date.
|
7.3
|
Balances in Participant Accounts will continue to accrue Dividend Equivalents, if applicable, until distributed in accordance with provisions of the Plan.
|
7.4
|
The value of the Account for purposes of distribution to the Participant will be determined by multiplying the number of Share Units credited to the Account by the average daily closing market price of Common Stock as reported in The Wall Street Journal for the calendar quarter prior to payment.
|
7.5
|
As further described in Article X, a Participant will not have any interest in his or her Account until it is distributed in accordance with the Plan.
|
8.1
|
No distribution of deferred compensation may be made except as provided in this Section.
|
8.2
|
Subject to Section 8.4, amounts deferred and credited under this Plan may not be distributed until after the Director’s Separation Date. After the Director’s Separation Date, payment under this Plan will be made in cash, based on the number of Share Units
|
8.3
|
If annual installments are elected, the amount of the first payment will be a fraction of the value of the Participant’s Account as of December 31 of the Plan Year preceding payment, the numerator of which is one and the denominator of which is the total number of installments elected. The amount of each subsequent payment will be a fraction of the value as of December 31 of the Plan Year preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid. The distribution of the Participant’s Account will be made on or before March 15 of the Plan Year following the Plan Year of the Participant’s Separation Date, or as soon as practicable, but in no event later than December 31 immediately following such date.
|
8.4
|
In the event of an Unforeseeable Emergency, a Director may file a written request with the Committee to receive all or any portion of the balance of such Director’s Account in an immediate lump sum cash payment, regardless of prior deferral elections. A Director’s written request for such a payment shall describe the circumstances which the Director believes justify the payment and an estimate of the amount necessary to eliminate the Unforeseeable Emergency. An immediate payment to satisfy an Unforeseeable Emergency will be made only to the extent necessary to satisfy the emergency need, plus an amount necessary to pay any taxes reasonably anticipated as a result of such payment, and will not be made to the extent the need is or may be relieved through reimbursement or compensation, by insurance or otherwise or by liquidation of the Director’s assets (to the extent such liquidation itself would not cause severe financial hardship).
|
9.1
|
A Participant may designate a Beneficiary or Beneficiaries to receive amounts credited under the Plan in the event of the Participant’s death. A designation of Beneficiary or Beneficiaries shall be on a form prescribed by and filed with the Secretary of the Committee. Each Beneficiary designation shall become effective only when filed with the Secretary of the Committee during the Participant’s lifetime. The filing of a new Beneficiary designation shall cancel all previously filed Beneficiary designations. In the event of the Participant’s death, the unpaid amount reflected in the Participant’s Account will be paid to his or her Beneficiary(ies), or if none has been designated or if all designated Beneficiaries of a Participant predecease the Participant, to his or her estate. Such payment will be made in one lump sum, in cash, on or before March 15 of the Plan Year following the Plan Year of death, or as soon as practicable, but in no event later than December 31 immediately following such date. The value of the Account on the date of payment will be determined in accordance with the provisions of Article VII hereof.
|
10.1
|
A Participant shall not acquire any property interest in his or her Account or any other assets of the Company on account of participation in the Plan. A Participant’s rights shall be limited to receiving from the Company the payments provided for and pursuant to the Plan. All amounts accumulated and deferred under the Plan shall remain the sole property of the Company, subject to the claims of its general creditors. The Plan is unfunded and a Participant’s right shall be no greater than the right of a general unsecured creditor of the Company, to the extent such Participant acquires a right to receive payments from the Plan.
|
11.1
|
The right of a Participant or Beneficiary to the payment of deferred compensation as provided in this Plan shall not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation. Any attempt to assign, transfer, pledge or otherwise encumber any such benefits, whether currently or thereafter payable, shall be void.
|
12.1
|
Account statements shall be sent to each Participant as soon as practicable following the close of each Plan Year.
|
13.1
|
If any date specified herein falls on a Saturday, Sunday or legal holiday such date shall be deemed to refer to the next business day after that date unless such date is December 31, in which case such date shall be deemed to refer to the immediately prior business day.
|
14.1
|
This Plan may at any time be amended, modified or terminated by the Committee to comport with applicable changes in the Code, or the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules or regulations promulgated thereunder. In addition, the Committee may, in its sole discretion, modify the terms and conditions of the Plan in response to and consistent with any changes in other applicable law, rule or regulation. The Committee also reserves the right to modify the Plan from
|
14.2
|
It is the Company’s intent that the Plan complies in all respects with Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), or its successor, and any regulations promulgated thereunder. If any provision of the Plan is found not to be in compliance with such Rule and such regulations, the provision will be deemed null and void, and the remaining provisions of the Plan will continue in full force and effect. All transactions under this Plan will be executed in accordance with the requirements of Section 16 of the Exchange Act and regulations promulgated thereunder.
|
14.3
|
In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number of Share Units credited to each Account under the Plan shall be appropriately adjusted by the Committee. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
|
14.4
|
The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed, administered, and interpreted in accordance with such intent. The Committee shall have the discretion and authority to amend the Plan at any time to satisfy any requirements of Section 409A of the Code or guidance provided by the U.S. Treasury Department to the extent applicable to the Plan. In no event shall the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code, other than any obligations applicable to the Company, if any, under Section 409A of the Code.
|
14.5
|
The laws of the State of Delaware shall control the interpretation and performance of the terms of the Plan. If any provision of the Plan is held to be illegal or invalid for any reason, such determination will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if such illegal or invalid provision had never been included. The Plan is not intended to qualify under Section 401(a) of the Code or ERISA. The Company makes no guarantee with respect to the tax treatment of payments and benefits under the Plan.
|
14.6
|
The establishment of this Plan shall not be construed to give a Director any right to be retained on the Board or to any benefits not specifically provided by the Plan.
|
|
|
Page
|
|
|
ARTICLE I ORGANIZATIONAL MATTERS AND CERTAIN DEFINITIONS
|
4
|
|
||
1.01
|
|
Organization of Company
|
4
|
|
1.02
|
|
Legal Status
|
4
|
|
1.03
|
|
Name
|
4
|
|
1.04
|
|
Registered Office and Registered Agent; Principal Office
|
4
|
|
1.05
|
|
Purpose
|
4
|
|
1.06
|
|
Term
|
4
|
|
1.07
|
|
Certain Definitions
|
4
|
|
1.08
|
|
No State‑Law Partnership
|
5
|
|
1.09
|
|
Limited Liability Company Agreement
|
5
|
|
ARTICLE II CAPITAL CONTRIBUTIONS; ISSUANCES OF SHARES
|
5
|
|
||
2.01
|
|
Shares Generally
|
5
|
|
2.02
|
|
Class A Preferred Shares; Class C Common Shares
|
6
|
|
2.03
|
|
Class B Common Shares
|
10
|
|
2.04
|
|
Additional Classes of 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
|
15
|
|
ARTICLE III DISTRIBUTIONS
|
15
|
|
||
3.01
|
|
Distributions
|
15
|
|
3.02
|
|
Distributions Upon Liquidation or a Deemed Liquidation Event
|
17
|
|
3.03
|
|
Unvested Class B Common Shares
|
18
|
|
3.04
|
|
Distributions In-Kind
|
18
|
|
ARTICLE IV TAX MATTERS
|
19
|
|
||
4.01
|
|
Corporate Status
|
19
|
|
4.02
|
|
Withholding
|
19
|
|
4.03
|
|
Tax Sharing
|
19
|
|
4.04
|
|
Transfer Taxes
|
26
|
|
ARTICLE V MEMBERS
|
26
|
|
||
5.01
|
|
Voting Rights of Members
|
26
|
|
5.02
|
|
Quorum; Voting
|
27
|
|
5.03
|
|
Written Consent
|
28
|
|
5.04
|
|
Meetings
|
28
|
|
5.05
|
|
Place of Meeting
|
28
|
|
5.06
|
|
Notice of Meeting
|
28
|
|
|
|
Page
|
|
|
5.07
|
|
Withdrawal; Partition
|
28
|
|
5.08
|
|
Business Opportunities; Performance of Duties
|
28
|
|
5.09
|
|
Limitation of Liability
|
31
|
|
5.10
|
|
Authority
|
31
|
|
5.11
|
|
Sale of the Company; IPO
|
31
|
|
5.12
|
|
Honda Minority Consent Right
|
31
|
|
5.13
|
|
Class F Minority Consent Right
|
32
|
|
ARTICLE VI MANAGEMENT
|
32
|
|
||
6.01
|
|
Management
|
33
|
|
6.02
|
|
Number of Directors
|
33
|
|
6.03
|
|
Board Designation Rights and Composition; Proxies
|
33
|
|
6.04
|
|
Board Observer
|
35
|
|
6.05
|
|
Director Appointee Screening
|
37
|
|
6.06
|
|
Tenure of Directors
|
38
|
|
6.07
|
|
Committees
|
38
|
|
6.08
|
|
Director Compensation
|
38
|
|
6.09
|
|
Director Resignation
|
38
|
|
6.10
|
|
Vacancies
|
38
|
|
6.11
|
|
Meetings
|
38
|
|
6.12
|
|
Meetings by Telephone
|
39
|
|
6.13
|
|
Quorum; Actions of Board of Directors; SoftBank Minority Consent Rights
|
39
|
|
6.14
|
|
Competitively Sensitive Information
|
41
|
|
6.15
|
|
Officers
|
42
|
|
6.16
|
|
Enhanced Voting Rights
|
42
|
|
ARTICLE VII EXCULPATION AND INDEMNIFICATION
|
43
|
|
||
7.01
|
|
Exculpation
|
43
|
|
7.02
|
|
Indemnification
|
43
|
|
7.03
|
|
No Personal Liability
|
45
|
|
ARTICLE VIII BOOKS AND RECORDS; INFORMATION; RELATED MATTERS; COMPLIANCE
|
45
|
|
||
8.01
|
|
Generally
|
45
|
|
8.02
|
|
Delivery of Financial Information
|
45
|
|
8.03
|
|
Technical Information
|
46
|
|
8.04
|
|
Applicable ABAC/AML/Trade Laws
|
46
|
|
8.05
|
|
Notice to Honda of an OEM Investment
|
47
|
|
8.06
|
|
Material Non-Public Information
|
47
|
|
ARTICLE IX TRANSFERS OF COMPANY INTERESTS; ADMISSION OF NEW MEMBERS; GM CALL
|
47
|
|
||
9.01
|
|
Limitations on Transfer
|
48
|
|
Defined Term
|
Section Where Found
|
A-1-B Antitrust Approvals
|
Section 2.02(b)(i)
|
A-2 Preferred Directors
|
Section 6.03(a)
|
Acceptance Period
|
Section 2.07(a)
|
Accounting Firm
|
Section 4.03(f)
|
Acquired Person
|
Section 11.02(b)(v)
|
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)(vi)
|
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)
|
Defined Term
|
Section Where Found
|
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)
|
Class F Commitment
|
Section 2.04(b)
|
Class F Preferred Shares
|
Section 2.01(a)
|
Class F Purchase Agreement
|
Recitals
|
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)
|
Emergency Meeting
|
Section 6.11
|
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)(iv)
|
Exempt Class F Transfer
|
Section 9.02(a)
|
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
|
Fourth 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 Consolidated Return
|
Section 4.03(n)(v)
|
GM Cruise Holdings LLC
|
Section 1.03
|
GM ROFR Date
|
Section 9.01(a)(vi)
|
GM ROFR Notice
|
Section 9.01(a)(vi)
|
Holder Shares
|
Exhibit I
|
Honda
|
Preamble
|
Defined Term
|
Section Where Found
|
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
|
Joinder
|
Exhibit I
|
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)
|
R&D Tax Credits
|
Section 4.03(n)(xi)
|
ROFR Notice
|
Section 9.01(a)(vi)
|
ROFR Offered Shares
|
Section 9.01(a)(vi)
|
RSUs
|
Section 2.03(a)
|
Second A&R Agreement
|
Recitals
|
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)
|
Defined Term
|
Section Where Found
|
Senior Securities
|
Section 2.02(d)(iv)
|
SGM
|
Section 11.01(a)
|
Share and/or Shares
|
Section 2.01(a)
|
Share Awards
|
Section 2.03(a)
|
SoftBank
|
Recitals
|
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
|
Standardized FMV
|
Exhibit II
|
State Acts
|
Section 12.03
|
Stock Election
|
Section 9.13(b)
|
Subsequent SoftBank Commitment
|
Section 2.02(c)(i)
|
Subsequent SoftBank Commitment
|
Section 2.02(c)(i)
|
Substituted Member
|
Section 9.04(a)
|
Supplemental Notice of Intention to Sell
|
Section 2.07(a)
|
SoftBank
|
Preamble
|
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)
|
Third A&R Agreement
|
Recitals
|
Total Optional Conversion Shares
|
Appendix I
|
Total Conversion Shares
|
Section 9.07(a)(i)
|
Total Tagged Shares
|
Section 9.07(a)(ii)
|
Transferor
|
Section 9.01(a)(vi)
|
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
|
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 Europe GmbH
|
Switzerland
|
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
|
Fundacion Chevrolet
|
Colombia
|
GCAR Titling Ltd.
|
Delaware
|
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 Pty 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
|
General Motors Daewoo Auto and Technology CIS LLC
|
Russian Federation
|
Company Name
|
State or Sovereign Power of Incorporation
|
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 NSC Pty Ltd.
|
Australia
|
General Motors Holden Australia Pty 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 and Wales
|
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
|
General Motors Ventures LLC
|
Delaware
|
Company Name
|
State or Sovereign Power of Incorporation
|
General Motors Warehousing and Trading (Shanghai) Co. Ltd.
|
China
|
General Motors-Holden's Sales Pty. Limited
|
Australia
|
GigaPower LLC
|
Delaware
|
Global Services Detroit LLC
|
Delaware
|
Global Tooling Service Company Europe Limited
|
England and Wales
|
GM (UK) Pension Trustees Limited
|
England and Wales
|
GM Administradora de Bens Ltda.
|
Brazil
|
GM Asia Pacific Regional Headquarters Ltd.
|
Korea, Republic of
|
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 del Peru S.A.C
|
Peru
|
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 Pty Ltd.
|
Australia
|
GM Holdings U.K. No.1 Limited
|
England and Wales
|
GM Inversiones Santiago Limitada
|
Chile
|
GM Investment Trustees Limited
|
England and Wales
|
GM Korea Company
|
Korea, Republic of
|
GM LAAM Holdings, LLC
|
Delaware
|
GM Mobility Europe GmbH
|
Germany
|
GM Personnel Services, Inc.
|
Delaware
|
GM Philippines, Inc.
|
Philippines
|
GM Regional Holdings LLC
|
Delaware
|
GM Retirees Pension Trustees Limited
|
England and Wales
|
GM Subsystems Manufacturing, LLC
|
Delaware
|
GM Technical Center Korea, Ltd.
|
Korea, Republic of
|
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 Global Assignment LLC
|
Delaware
|
GMF International LLC
|
Delaware
|
Grand Pointe Holdings, Inc.
|
Michigan
|
Grand Pointe Park Condominium Association
|
Michigan
|
Holden New Zealand Limited
|
New Zealand
|
IBC Pension Trustees Limited
|
England and Wales
|
Lease Ownership Cooperative LLC
|
Delaware
|
Lidlington Engineering Company, Ltd.
|
Delaware
|
Limited Liability Company "General Motors CIS"
|
Russian Federation
|
Maven Drive LLC
|
Delaware
|
Millbrook Pension Management Limited
|
England and Wales
|
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 Egypt Limited, LLC
|
Egypt
|
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
|
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
|
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
|
Company Name
|
State or Sovereign Power of Incorporation
|
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 5, 2020
|
/s/ Deloitte & Touche LLP
|
|
Detroit, Michigan
|
February 5, 2020
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ JANE L. MENDILLO
|
|
|
|
|
Jane L. Mendillo
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ LINDA R. GOODEN
|
|
|
|
|
Linda R. Gooden
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ JOSEPH JIMENEZ
|
|
|
|
|
Joseph Jimenez
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ WESLEY G. BUSH
|
|
|
|
|
Wesley G. Bush
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ JUDITH A. MISCIK
|
|
|
|
|
Judith A. Miscik
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ PATRICIA F. RUSSO
|
|
|
|
|
Patricia F. Russo
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ THOMAS M. SCHOEWE
|
|
|
|
|
Thomas M. Schoewe
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ CAROL M. STEPHENSON
|
|
|
|
|
Carol M. Stephenson
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ THEODORE M. SOLSO
|
|
|
|
|
Theodore M. Solso
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
SEC Report(s) on
|
|
Covering
|
||
Annual Report on Form 10-K
|
|
Year Ended December 31, 2019
|
|
|
|
/s/ DEVIN N. WENIG
|
|
|
|
|
Devin N. Wenig
|
|
|
|
|
|
|
|
|
|
December 10, 2019
|
|
|
|
|
Date
|
|
|
/s/ MARY T. BARRA
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer |
|
Date:
|
February 5, 2020
|
|
|
|
|
/s/ DHIVYA SURYADEVARA
|
|
|
|
Dhivya Suryadevara
Executive Vice President and Chief Financial Officer |
|
Date:
|
February 5, 2020
|
|
|
|
|
/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 5, 2020
|
|
|