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What changed in General Motors's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of General Motors's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+455 added−459 removedSource: 10-K (2026-01-27) vs 10-K (2025-01-28)

Top changes in General Motors's 2025 10-K

455 paragraphs added · 459 removed · 347 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

88 edited+38 added−40 removed31 unchanged
Biggest changeThe following table summarizes industry and GM total vehicle sales and our related competitive position by geographic region (vehicles in thousands): Years Ended December 31, 2024 2023 2022 Industry GM Market Share Industry GM Market Share Industry GM Market Share North America United States 16,385 2,705 16.5 % 16,022 2,595 16.2 % 14,242 2,274 16.0 % Other 3,909 510 13.1 % 3,590 460 12.8 % 3,066 406 13.2 % Total North America 20,294 3,215 15.8 % 19,612 3,055 15.6 % 17,308 2,680 15.5 % Asia/Pacific, Middle East and Africa China(a) 26,567 1,839 6.9 % 24,967 2,099 8.4 % 23,489 2,303 9.8 % Other 21,727 520 2.4 % 22,058 577 2.6 % 20,259 505 2.5 % Total Asia/Pacific, Middle East and Africa 48,293 2,359 4.9 % 47,025 2,676 5.7 % 43,748 2,808 6.4 % South America Brazil 2,634 315 12.0 % 2,307 328 14.2 % 2,103 291 13.8 % Other 1,347 109 8.1 % 1,419 128 9.0 % 1,563 160 10.3 % Total South America 3,980 424 10.7 % 3,726 456 12.2 % 3,666 451 12.3 % Total in GM markets 72,568 5,998 8.3 % 70,362 6,187 8.8 % 64,722 5,939 9.2 % Total Europe 16,816 2 — % 16,596 2 — % 14,236 2 — % Total Worldwide(b)(c) 89,383 6,001 6.7 % 86,958 6,189 7.1 % 78,958 5,941 7.5 % United States Cars 2,939 178 6.0 % 3,070 224 7.3 % 2,815 214 7.6 % Trucks 4,345 1,383 31.8 % 4,249 1,303 30.7 % 3,974 1,246 31.4 % Crossovers 9,101 1,144 12.6 % 8,702 1,068 12.3 % 7,454 814 10.9 % Total United States 16,385 2,705 16.5 % 16,022 2,595 16.2 % 14,242 2,274 16.0 % China(a) SGMS 524 870 1,037 SGMW 1,315 1,229 1,266 Total China 26,567 1,839 6.9 % 24,967 2,099 8.4 % 23,489 2,303 9.8 % __________ (a) Includes sales by the Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd.
Biggest changeThe following table summarizes industry and GM total vehicle sales and our related competitive position by geographic region (vehicles in thousands): Years Ended December 31, 2025 2024 2023 Industry GM Market Share Industry GM Market Share Industry GM Market Share North America United States 16,631 2,853 17.2 % 16,356 2,705 16.5 % 16,022 2,595 16.2 % Other 4,027 507 12.6 % 3,904 510 13.1 % 3,590 460 12.8 % Total North America 20,658 3,361 16.3 % 20,260 3,215 15.9 % 19,612 3,055 15.6 % Asia/Pacific, Middle East, and Africa China(a) 26,412 1,880 7.1 % 26,408 1,839 7.0 % 24,967 2,099 8.4 % Other 22,368 538 2.4 % 21,876 522 2.4 % 22,189 577 2.6 % Total Asia/Pacific, Middle East, and Africa 48,780 2,418 5.0 % 48,284 2,360 4.9 % 47,156 2,676 5.7 % South America Brazil 2,688 276 10.3 % 2,634 315 12.0 % 2,307 328 14.2 % Other 1,679 126 7.5 % 1,347 109 8.1 % 1,419 128 9.0 % Total South America 4,367 403 9.2 % 3,981 424 10.7 % 3,726 456 12.2 % Total in GM markets 73,805 6,182 8.4 % 72,524 6,000 8.3 % 70,494 6,187 8.8 % Total Europe 16,925 2 — % 16,765 2 — % 16,526 2 — % Total Worldwide(b) 90,730 6,184 6.8 % 89,289 6,003 6.7 % 87,020 6,189 7.1 % United States Cars 2,719 57 2.1 % 2,946 178 6.0 % 3,070 224 7.3 % Trucks 4,592 1,517 33.0 % 4,336 1,383 31.9 % 4,249 1,303 30.7 % Crossovers 9,320 1,280 13.7 % 9,074 1,144 12.6 % 8,702 1,068 12.3 % Total United States 16,631 2,853 17.2 % 16,356 2,705 16.5 % 16,022 2,595 16.2 % China(a) SGMS 512 524 870 SGMW 1,368 1,315 1,229 Total 26,412 1,880 7.1 % 26,408 1,839 7.0 % 24,967 2,099 8.4 % __________ (a) Includes sales by the Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd.
Our automotive operations meet the demands of our customers through our automotive segments: GM North America (GMNA) and GM International (GMI) with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands.
Our automotive operations meet the demands of our customers through our segments: GM North America (GMNA) and GM International (GMI) with vehicles developed, manufactured, and/or marketed under the Buick, Cadillac, Chevrolet, and GMC brands.
Processing and extraction of certain EV battery raw materials is currently concentrated in China and may be subject to import or export restrictions, or tariffs.
Processing and extraction of certain EV battery raw materials is currently concentrated in China and may be subject to import or export restrictions, and/or tariffs.
We have several options to comply with existing and potential new regulations that we have utilized and may continue to utilize, including increasing production and sale of certain vehicles, such as EVs, and curtailing production of others, which could include profitable ICE vehicles; technology changes, including fuel consumption efficiency and engine upgrades; payment of penalties; and/or the purchase of credits from third parties.
We have several options to comply with existing and potential new and amended regulations that we have utilized and may continue to utilize, including increasing production and sale of certain vehicles, such as EVs, and curtailing production of others, which could include profitable ICE vehicles; technology changes, including fuel consumption efficiency, and engine upgrades; payment of penalties; and/or the purchase of credits from third parties.
Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding. Forward-looking statements in this Business section are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to Item 1A.
Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions. Certain columns and rows may not sum due to rounding. Forward-looking statements in this Business section are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to Item 1A.
We encourage investors to visit both websites, as we frequently update and post new information about our company on these websites and it is possible that this information could be deemed to be material information. Our Investor Relations website and News website and information included in or linked to these websites are not part of this 2024 Form 10-K.
We encourage investors to visit both websites, as we frequently update and post new information about our Company on these websites and it is possible that this information could be deemed to be material information. Our Investor Relations website and News website and information included in or linked to these websites are not part of this 2025 Form 10-K.
In addition, CARB has promulgated and enforces its own light-duty vehicle GHG standards with increasing stringency through model year 2025, and other states have adopted CARB's GHG standards under the Federal Clean Air Act. GM is required to meet state GHG standards in California and the states that have adopted California’s GHG standards.
In addition, since 2012, CARB has promulgated and enforces its own light-duty vehicle GHG standards with increasing stringency through model year 2025, and other states have adopted CARB's GHG standards under the Federal Clean Air Act. GM is required to meet state GHG standards in California and the states that have adopted California’s GHG standards.
Research, Product Development and Intellectual Property Costs for research, manufacturing engineering, software engineering, product engineering and design and development activities primarily relate to developing new products or services or improving existing products or services, including activities related to vehicle and greenhouse gas (GHG) emissions control, improved fuel economy, EVs, AVs and the safety of drivers and passengers.
Research, Product Development, and Intellectual Property Costs for research, manufacturing engineering, software engineering, product engineering, and design and development activities primarily relate to developing new products or services or improving existing products or services, including activities related to vehicle and greenhouse gas (GHG) emissions control, improved fuel economy, EVs, ADAS, and the safety of drivers and passengers.
Increases in the use of circuit boards and other electronics may require additional assessment under the Restriction of Hazardous Substances and Waste from Electrical and Electronic Equipment directives. New European requirements require suppliers of parts and vehicles to the European market to disclose substances of concern in parts. Chemical regulations are increasing in North America.
Increases in the use of circuit boards and other electronics may require additional assessment under the Restriction of Hazardous Substances and Waste from Electrical and Electronic Equipment directives. New European requirements require suppliers of parts and vehicles to the European market to disclose substances of concern in parts. Chemical regulations are evolving in North America.
Website Access to Our Reports Our internet website address is https://www.gm.com. In addition to the information about us and our subsidiaries contained in this 2024 Form 10-K, information about us can be found on our website including information on our corporate governance principles and practices.
Website Access to Our Reports Our internet website address is https://www.gm.com. In addition to the information about us and our subsidiaries contained in this 2025 Form 10-K, information about us can be found on our website including information on our corporate governance principles and practices.
We have introduced various tools to outline expectations of our employees at each stage of our career ladder in terms of role scope, skills and behaviors. Along with providing mentoring and networking opportunities, we offer a vast array of career development resources to employees to make the most of their careers at GM.
We have introduced various resources to clarify expectations of our employees at each stage of their career ladder in terms of role scope, skills, and behaviors. Along with providing mentoring and networking opportunities, we offer a vast array of career development resources to employees to make the most of their careers at GM.
The level of incentives is dependent upon the level of competition in the markets in which we operate and the level of demand for our products. Cyclical and Seasonal Nature of Business The market for vehicles is cyclical and depends in part on general economic conditions, credit availability and consumer spending. Vehicle markets are also seasonal.
The level of incentives is dependent upon the level of competition in the markets in which we operate and the level of demand for our products. Cyclical and Seasonal Nature of Business The market for vehicles can be cyclical and depends in part on general economic conditions, credit availability, and consumer spending. Vehicle markets can also be seasonal.
Emission requirements have become more stringent as a result of stricter standards and new diagnostic requirements that have come into force in many markets around the world, often with very little harmonization. Regulatory authorities may conduct ongoing evaluations of products from all manufacturers. Refer to Item 1A. Risk Factors for additional information.
Emission requirements have become more stringent as a result of stricter standards and new diagnostic requirements that have come into force in many markets around the world, often with varying levels of harmonization. Regulatory authorities may conduct ongoing evaluations of products from all manufacturers. Refer to Item 1A. Risk Factors for additional information.
The Clean Air Act permits states that have areas with air quality compliance issues to adopt California emission standards in lieu of federal requirements. Various other states have adopted California emission standards, and there is a possibility that additional U.S. jurisdictions could adopt California emission standards in the future.
The Clean Air Act permits other states that have areas with air quality compliance issues to adopt California emission standards in lieu of federal requirements. Various other states have adopted California emission standards, and there is a possibility that additional states could adopt California emission standards in the future.
In 2024, NHTSA finalized CAFE standards for the 2027–2031 model years and the EPA finalized GHG standards for the 2027–2032 model years. NHTSA and the EPA have also finalized on-going fuel efficiency and GHG emissions requirements for medium- and heavy-duty vehicles. These requirements also increase in stringency over time.
In 2024, NHTSA finalized CAFE standards for the 2027–2031 model years and the EPA finalized GHG standards for the 2027–2032 model years. NHTSA and the EPA have also finalized ongoing fuel efficiency and GHG emissions requirements for medium- and heavy-duty vehicles. These requirements also increase in stringency over time.
The U.S. federal government, through the Environmental Protection Agency (EPA), imposes stringent exhaust and evaporative emission control requirements on vehicles sold in the U.S. The California Air Resources Board (CARB) likewise imposes stringent exhaust and evaporative emission standards.
The U.S. federal government, through the Environmental Protection Agency (EPA), imposes evolving exhaust and evaporative emission control requirements on vehicles sold in the U.S. The California Air Resources Board (CARB) also imposes stringent exhaust and evaporative emission standards.
As GM introduces more software-defined vehicles, OnStar is playing a key role as an enabler of active safety, infotainment, connectivity and driver assistance features. OnStar provides one ecosystem for retail and fleet customers to use, engage and shop through a broader set of service offerings available at and after vehicle purchase.
As GM introduces more software-defined vehicles, OnStar will play a key role as an enabler of safety, infotainment, connectivity, and driver assistance features. OnStar provides one ecosystem for retail and fleet customers to use, engage, and shop through a broader set of service offerings available at and after vehicle purchase.
China has two fuel consumption requirements for passenger vehicles enforced by the Ministry of Industry and Information Technology: an individual vehicle pass-fail type approval requirement and a corporate average fuel consumption (CAFC) requirement. Specific to the CAFC requirement, China introduced Phase 5 in 2021 with full compliance required by 2025.
China has two fuel consumption requirements for passenger vehicles enforced by the Ministry of Industry and Information Technology: an individual vehicle pass-fail type approval requirement and a corporate average fuel consumption (CAFC) requirement. Specific to the CAFC requirement, China introduced Phase 5 in 2021 with full compliance required by 2025 and Phase 6 will span 2026–2030.
Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the year ended December 31, 2024, 27.9% of our wholesale vehicle sales volume was generated outside the U.S.
Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the year ended December 31, 2025, 27.5% of our wholesale vehicle sales volume was generated outside the U.S.
For each model year, we must obtain certification that our vehicles and engines will meet emission requirements of the EPA before we can sell vehicles in the U.S. and Canada, and of CARB before we can sell vehicles in California and the states that have adopted California emission standards.
For each model year, we must obtain certification that our vehicles and engines will meet emission requirements of the EPA before we can sell vehicles in the U.S. and Canada, and an executive order from CARB before we can sell vehicles in California and the states that have adopted California emission standards.
CARB has also imposed a ZEV requirement for medium- and heavy-duty vehicles in its Advanced Clean Trucks (ACT) program, requiring increasing percentages of ZEVs for the 2024–2026 model years, ending with a 100% ZEV sales requirement in the 2036 model year. CARB has a waiver from the EPA to enforce ACT.
CARB has also imposed a ZEV requirement for medium- and heavy-duty vehicles in its Advanced Clean Trucks (ACT) program, requiring increasing percentages of ZEVs for the 2024–2026 model years, ending with a 100% ZEV sales requirement in the 2036 model year. CARB received a waiver from the EPA to enforce ACT. In June 2025, the U.S.
Our customers can obtain a wide range of after-sale vehicle services and products through our dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties. The number of authorized dealerships and other agents performing similar functions were 4,588 in GMNA and 6,594 in GMI at December 31, 2024.
Our customers can obtain a wide range of after-sale vehicle services and products through our dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories, and extended service warranties. The number of authorized dealerships and other agents performing similar functions were 4,566 in GMNA and 6,276 in GMI at December 31, 2025.
We regularly evaluate our current and future product plans and strategies for compliance with fuel economy and GHG regulations. In the years ended December 31, 2024, 2023 and 2022, we paid $2.0 billion, $0.5 billion and $1.0 billion to purchase credits to facilitate our compliance with regulations.
We regularly evaluate our current and future product plans and strategies for compliance with evolving fuel economy and GHG regulations. In the years ended December 31, 2025, 2024, and 2023, we paid $0.4 billion, $2.0 billion, and $0.5 billion to purchase credits to facilitate our compliance with regulations.
The following table summarizes estimated fleet sales and those sales as a percentage of total vehicle sales (vehicles in thousands): Years Ended December 31, 2024 2023 2022 GMNA 615 679 564 GMI 401 506 426 Total fleet sales 1,016 1,185 990 Fleet sales as a percentage of total vehicle sales 16.9 % 19.2 % 16.7 % Product Pricing Several methods are used to promote our products, including the use of dealer, retail and fleet incentives, such as customer rebates and finance rate support.
The following table summarizes estimated fleet sales and those sales as a percentage of total vehicle sales (vehicles in thousands): Years Ended December 31, 2025 2024 2023 GMNA 667 615 679 GMI 427 401 506 Total fleet sales 1,094 1,016 1,185 Fleet sales as a percentage of total vehicle sales 17.7 % 16.9 % 19.2 % Product Pricing Several methods are used to promote our products, including the use of dealer, retail, and fleet incentives, such as customer rebates and finance rate support.
As a result, we strive to create a Workplace of Choice to attract, retain, motivate and develop top talent by adhering to a responsible employer philosophy, which includes, among other things, commitments to create job opportunities, pay workers fairly, ensure safety and well-being and foster an inclusive work environment in which all employees can perform at their best.
As a result, we strive to create a Workplace of Choice to attract, retain, motivate, and develop top talent by adhering to a responsible employer philosophy, which includes, among other things, commitments to create job opportunities, paying workers fairly, ensuring safety and well-being, and fostering a work environment in which all employees can perform at their best.
Automotive Fuel Economy and GHG Emissions In the U.S., NHTSA promulgates and enforces Corporate Average Fuel Economy (CAFE) standards for three separate fleets: domestic cars, import cars and light-duty trucks.
Automotive Fuel Economy and GHG Emissions In the U.S., the National Highway Traffic Safety Administration (NHTSA) promulgates and enforces Corporate Average Fuel Economy (CAFE) standards for three separate fleets: domestic cars, import cars, and light-duty trucks.
The number of NEV credits per car is based on the electric range, energy efficiency and battery energy density with the goal of increasing NEV volume penetrations and improving technological sophistication over time. Uncommitted NEV credits may be used to assist compliance with the CAFC requirement.
The number of NEV credits per car is based on the electric range, energy efficiency, and battery energy density with the goal of increasing NEV volume penetrations and improving technological sophistication over time. Uncommitted NEV credits may be used to assist compliance with the CAFC requirement. China has finalized NEV credit targets up to 2027.
We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors, as well as sales to the U.S. government, and excludes vehicles sold by our joint ventures.
Market leadership in individual countries in which we compete varies widely. We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors, as well as sales to the U.S. Government, and excludes vehicles sold by our joint ventures.
In addition, China has established a mandate that requires passenger car manufacturers to produce a certain volume of plug-in hybrid, battery electric and fuel cell vehicles, which are referred to as New Energy Vehicles (NEVs), from 2019 and beyond.
In addition, China requires passenger car manufacturers to produce a certain volume of plug-in hybrid, battery electric, and fuel cell vehicles, which are referred to as NEVs, from 2019 and beyond.
Employees in some of our technical roles can participate in the GM Technical Learning University — a training and upskilling program designed to expand and update the technical abilities of our workforce. GM recognizes that leadership effectiveness is a critical business need.
Employees in some of our technical roles can participate in the GM Technical Learning University, a training and upskilling program designed to expand and update the technical abilities of our workforce. 6 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES GM recognizes that leadership effectiveness is a critical business need.
GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured and unsecured credit facilities, securitization transactions and the issuance of unsecured debt in the capital markets. Human Capital The foundation of GM’s business is our Purpose: We pioneer the innovations that move and connect people to what matters. It is why we exist.
GM Financial primarily finances its loan, lease, and commercial origination volume through the use of secured and unsecured credit facilities, securitization transactions, and the issuance of unsecured debt in the capital markets. 5 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Human Capital The foundation of GM’s business is our purpose: We pioneer the innovations that move and connect people to what matters.
Reuss (61) President (2019) There are no family relationships between any of the officers named above and there is no arrangement or understanding between any of the officers named above and any other person pursuant to which he or she was selected as an officer.
Reuss (62) President (2019) There are no family relationships between any of the officers named above and there are no arrangements or understandings between any of the officers named above and any other person pursuant to which he or she was selected as an officer.
Total vehicle sales data represents management's good faith estimate based on sales reported by our dealers, distributors and joint ventures; commercially available data sources such as registration and insurance data; and internal estimates and forecasts when other data is not available.
Total vehicle sales data represents management's good faith estimate based on sales reported by our dealers, 2 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES distributors, and joint ventures; commercially available data sources, such as registration and insurance data; and internal estimates and forecasts when other data is not available.
Our Investor Relations website at https://investor.gm.com, which contains a link to our Sustainability Report, and our News website at https://news.gm.com contain a significant amount of information about us, including financial and other information for investors.
Our Investor Relations website at https://investor.gm.com and our News website at https://news.gm.com contain a significant amount of information about us, including financial and other information for investors.
In addition, our transition to EVs will require developing a more resilient, scalable and sustainable North America-focused EV supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain.
Additionally, to grow and thrive in a competitive global environment will require developing a more resilient, scalable, and sustainable North America-focused supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain.
At December 31, 2024, substantially all of our hourly U.S. employees (approximately 47,000) were represented by unions, a majority of which were represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW).
Employees At December 31, 2025, we employed approximately 88,000 (56%) hourly employees and approximately 68,000 (44%) salaried employees. At December 31, 2025, substantially all of our hourly U.S. employees (approximately 47,000) were represented by unions, a majority of which were represented by the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America (UAW).
The quality of GM dealerships and our relationship with our dealers are critical to our success now, and as we transition to our all-electric future, given that they maintain the primary sales and service interface with the end consumer of our products.
The quality of GM dealerships and our relationship with our dealers are critical to our success, given that they maintain the primary sales and service interface with the end consumer of our products.
While total vehicle sales data does not correlate directly to the revenue we recognize during a particular period, we believe it is indicative 2 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES of the underlying demand for our vehicles.
While total vehicle sales data does not correlate directly to the revenue we recognize during a particular period, we believe it is indicative of the underlying demand for our vehicles.
The following table summarizes wholesale vehicle sales by automotive segment (vehicles in thousands): Years Ended December 31, 2024 2023 2022 GMNA 3,464 86.4 % 3,147 83.5 % 2,926 81.8 % GMI 547 13.6 % 621 16.5 % 653 18.2 % Total 4,010 100.0 % 3,768 100.0 % 3,579 100.0 % Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers who purchase new vehicles from dealers or distributors); (2) fleet sales (i.e., sales to large and small businesses, governments and daily rental car companies); and (3) sales of courtesy transportation vehicles (i.e., vehicles previously used by dealers that were sold to the end consumer).
The following table summarizes wholesale vehicle sales by our Automotive operations (vehicles in thousands): Years Ended December 31, 2025 2024 2023 GMNA 3,296 86.8 % 3,464 86.4 % 3,147 83.5 % GMI 503 13.2 % 547 13.6 % 621 16.5 % Total 3,799 100.0 % 4,010 100.0 % 3,768 100.0 % Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers who purchase new vehicles from dealers or distributors); (2) fleet sales (i.e., sales to large and small businesses, governments, and daily rental car companies); and (3) certain vehicles used by dealers in their business, including but not limited to courtesy transportation vehicles previously used by dealers that were sold to the end consumer.
NHTSA and the EPA have previously finalized separate standards with differing stringency levels and affected model years, with the CAFE standards addressing the 2024– 8 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES 2026 model years and the GHG standards addressing the 2023–2026 model years and both standards have been challenged through litigation.
NHTSA and the EPA have previously finalized separate standards with differing stringency levels and affected model years, with the CAFE standards addressing the 2024–2026 model years and the GHG standards addressing the 2023–2026 model years, and both standards have been challenged through litigation.
Develop and Retain Talented People Today, we compete for talent not only against other automotive companies, but with businesses in sectors such as technology. To win and retain that talent, we must encourage employee behaviors that align with our values, fulfill employees' long-term aspirations and provide experiences that make them feel valued, included and engaged.
Develop and Retain Talented People Today, we compete for talent not only against other automotive companies, but with businesses in sectors such as technology. To win and retain that talent, we must encourage employee behaviors that align with our values and fulfill employees' career aspirations.
Global regulations continue to increase in scope 10 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES with new technologies, some of which can be market-specific, that can add complexity and increase our cost of compliance globally.
Global regulations continue to evolve in scope with new technologies, some of which can be market-specific, that can add complexity and increase our cost of compliance globally.
The EPA has finalized its Tier 4 Multipollutant Rule that will begin with the 2027 model year. The historically stringent proposal calls for ever-increasing volumes of zero emission vehicles (ZEVs) in order to maintain compliance.
In March 2024, the EPA finalized its Tier 4 Multipollutant Rule that will begin with the 2027 model year. The historically stringent proposal calls for ever-increasing volumes of zero emission vehicles (ZEVs) in order to maintain compliance with progressively stricter standards for air pollutants from new motor vehicles.
Securities and Exchange Commission (SEC). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at https://www.sec.gov. * * * * * * *
Securities and Exchange Commission (SEC). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at https://www.sec.gov. * * * * * * * 11 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES
We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily in China, with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet and Wuling brands. Cruise is our global segment responsible for the development of autonomous vehicle (AV) technology.
We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily in China, with vehicles developed, manufactured, and/or marketed under the Baojun, Buick, Cadillac, Chevrolet, and Wuling brands.
CARB received a waiver from the EPA for it and the other adopting states to implement and enforce the ACC II program and that waiver action has been challenged through litigation. Additional U.S. jurisdictions could adopt CARB’s ACC II requirements in the future.
CARB received a waiver from the EPA for it and the other adopting states to implement and enforce the ACC II program and that waiver action has been challenged through litigation.
Compliance-related costs of $1.0 billion, $0.7 billion and $0.5 billion were recorded in Automotive and other cost of sales in the years ended December 31, 2024, 2023 and 2022. Refer to Item 1A.
We recorded compliance-related costs of $0.9 billion, $1.0 billion, and $0.7 billion in Automotive and other cost of sales in the years ended December 31, 2025, 2024, and 2023.
This includes CARB's Advanced Clean Cars II (ACC II) program, which requires the sale of increasing percentages of light-duty ZEVs for the 2026–2035 model years, and has been adopted by numerous states.
In 2022, CARB adopted the Advanced Clean Cars II (ACC II) program, which requires the sale of increasing percentages of light-duty ZEVs for the 2026–2035 model years, ending with a 100% ZEV target, which has been adopted by numerous states.
Beyond this, as part of the EU's desire to accelerate the shift to sustainable mobility, the EU has recently rolled out new regulations which will impose more stringent emissions standards on ICE vehicles (Euro 7), before phasing them out in 2035.
As part of the EU's desire to accelerate the shift to sustainable mobility, the EU has recently rolled out new regulations which will impose more stringent emissions standards on ICE vehicles (Euro 7), with the aim of a 90% reduction in CO2 tail pipe emissions compared to 2021 levels from new vehicles before 2035.
In December 2023, the Canadian federal government announced the ZEV Availability Standard as a new requirement within the existing light-duty GHG emission standard, which requires a specified percentage of manufacturer's new light-duty vehicles offered for sale in Canada to be ZEV, beginning with model year 2026 and increasing each year to 100% by model year 2035, and potential enforcement actions for non-compliance in accordance with the existing GHG standards.
The EVAS requires a specified percentage of manufacturer's new light-duty vehicles offered for sale in Canada to be ZEV, beginning with model year 2026 and increasing each year to 100% by model year 2035, and potential enforcement actions for non-compliance.
Following the acquisition of the noncontrolling interests and subject to approval of the Cruise Board of Directors, we expect to work with the Cruise leadership team to restructure Cruise's operations and combine the GM and Cruise technical efforts to build on the success of Super Cruise and prioritize the development of advanced driver-assistance systems (ADAS) on a path to fully autonomous personal vehicles.
We worked with the Cruise leadership team to restructure Cruise's operations and have combined the GM and Cruise technical efforts to build on the success of Super Cruise and prioritize the development of advanced driver-assistance systems (ADAS) on a path to fully autonomous personal vehicles. Refer to Item 1A.
Our Purpose, growth strategy and culture all help us on our path towards achieving our vision of a world with zero crashes, zero emissions and zero congestion. Our people are our most valuable asset, and we must continue to attract and retain the best talent in the world in order to achieve this vision.
Our skilled teams are the heart of GM. Our purpose, strategy, and culture point toward our vision of a world with zero crashes, zero emissions, and zero congestion. Our people are our most valuable asset, and we must continue to attract and retain the best talent to achieve this vision.
Competitive Position and Vehicle Sales The principal factors that determine consumer vehicle preferences in the markets in which we operate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy or range and functionality. Market leadership in individual countries in which we compete varies widely.
Risk Factors for a further discussion of the risks associated with our AV strategy. Competitive Position and Vehicle Sales The principal factors that determine consumer vehicle preferences in the markets in which we operate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy or range, and functionality.
Total vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on our percentage ownership interest in the joint venture.
Total vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on our percentage ownership interest in the joint venture, including vehicle sales of non-GM trademarked vehicles, which are included in the total vehicle sales we report for China.
New regulations that are already in place and for which technical requirements are currently being shaped will also impact EV battery design, use and recyclability/recycling. For additional information, refer to Note 16 to our consolidated financial statements.
These updated standards now include restrictions on non-tail pipe emissions covering both brake and tire emissions. Regulations that are already in place, such as the EU Battery Regulation, and for which technical requirements are currently being shaped will also impact EV battery design, use, and recyclability/recycling. For additional information, refer to Note 16 to our consolidated financial statements.
Our end-to-end software platform provides customers with 1 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES software-defined features, apps and services over-the-air and will empower customers to update their ownership experiences with desirable features, software services, vehicle performance and Super Cruise.
Our end-to-end software platform provides customers with software-defined features, apps, and services over-the-air and empowers customers to update their ownership experiences with desirable features, software services, vehicle performance, and Super Cruise, our hands-free driver assistance technology.
In the U.S., the EPA is moving forward with risk analysis and management of high priority chemicals under the authority of the 2016 Lautenberg Chemical Safety for the 21st Century Act. The EPA has also issued a per- and polyfluoroalkyl substances (PFAS) reporting rule that requires PFAS use reporting by manufacturers between 2011 and 2022.
In the U.S., the EPA is moving forward with risk analysis and management of high priority chemicals under the authority of the 2016 Lautenberg Chemical Safety for the 21st Century Act.
We provide a comprehensive, competitive offering that includes compensation, a 401(k) company contribution and matching program, paid time off for holidays and vacations, a high-quality health care plan, and GM Family First savings on GM vehicles, parts and services. We are committed to creating safe spaces where people can perform and thrive at work.
Our award-winning Total Rewards package includes support for physical, emotional, and financial wellness. We provide a comprehensive, competitive offering that includes compensation, a 401(k) company contribution and matching program, paid time off for holidays and vacations, a high-quality health care plan, and GM Family First savings on GM vehicles, parts, and services.
Software-Enabled Services and Subscriptions Our vehicles are equipped with a suite of software-enabled services, including OnStar services, Super Cruise and others. With nearly three decades of experience, OnStar is a global leader in enabling automotive services. OnStar is currently available in 20 markets globally and growing.
Software-Enabled Technology Services Our vehicles are equipped with a suite of software-enabled services, aimed at improving the customer experience and creating vehicles that improve and evolve over time, including OnStar services and Super Cruise. With nearly three decades of experience, OnStar is a global leader in enabling connected vehicle services. OnStar is available in more than 20 markets globally.
In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work. We are pursuing the acquisition of the noncontrolling interests in Cruise, and as of December 31, 2024, we owned approximately 97% of Cruise.
In December 2024, we announced that we would no longer fund Cruise's robotaxi development work and will refocus our autonomous driving strategy on personal vehicles and, in February 2025, we completed the acquisition of the noncontrolling interests in Cruise, began to wind down the Cruise robotaxi operations, and combined the GM and Cruise autonomous technical efforts in our GMNA segment.
Manufacturers, including joint venture partners and suppliers, that do not comply with global and specific country regulations could be subject to civil penalties, production disruptions or limitations on the sale of affected products. We believe we are materially in compliance with substantially all these requirements or expect to be materially in compliance by the required dates. Vehicle Safety U.S.
These emerging laws and regulations may lead to increases in costs and supply chain complexity. Manufacturers, including joint venture partners and suppliers, that do not comply with global and specific country regulations could be subject to civil penalties, production disruptions, or limitations on the sale of affected products.
Barra (63) Chair and Chief Executive Officer (2016) Grant Dixton (51) Executive Vice President, Chief Legal, Public Policy Officer and Corporate Secretary (2024) Activision Blizzard, Chief Legal Officer (2021) Boeing, Senior Vice President, General Counsel and Corporate Secretary (2020) Rory V.
Dixton (52) Executive Vice President, Chief Legal and Public Policy Officer, and Corporate Secretary (2024) Activision Blizzard, Chief Legal Officer (2021) Boeing, Senior Vice President, General Counsel, and Corporate Secretary (2020) Rory V. Harvey (58) Executive Vice President and President, Global Markets (2024) Executive Vice President and President, North America (2023) Vice President, Global Cadillac (2020) Christopher T.
Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers and the automotive industry.
Under certain circumstances, these laws impose joint and several liability as well as liability for related damages to natural resources. Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers, and the automotive industry.
Risk Factors for further discussion of these risks. Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global provider of automobile finance solutions. GM Financial conducts its business in North America, South America and through joint ventures in China.
Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global provider of automobile finance solutions. GM Financial conducts its business in North America, South America, and through joint ventures in China. GM Financial provides retail loan and lease lending across the credit spectrum to support vehicle sales.
Information About our Executive Officers As of January 28, 2025, the names and ages of our executive officers, their positions with GM and their business experiences during the past five years are as follows: Name (Age) Present GM Position (Effective Date) Positions Held During the Past Five Years (Effective Date) Mary T.
The following table summarizes worldwide employment (in thousands): December 31, 2025 GMNA 119 GMI 28 GM Financial 9 Total Worldwide 155 U.S. - Salaried 47 U.S. - Hourly 47 Information About our Executive Officers As of January 27, 2026, the names and ages of our executive officers, their positions with GM, and their business experiences during the past five years are as follows: Name (Age) Present GM Position (Effective Date) Positions Held During the Past Five Years (Effective Date) Sterling J.
(SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW). (b) Cuba, Iran, North Korea, Sudan and Syria are subject to broad economic sanctions . Accordingly, these countries are excluded from industry sales data and corresponding calculation of market share.
(SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW). (b) Cuba, Iran, North Korea, and Sudan have been subject to broad economic sanctions .
L7 standards cover vehicle exhaust emissions, durability for emissions, evaporative emissions and noise limits, and include additional OBD requirements and a phase-in for onboard refueling vapor recovery systems. L8 standards include corporate average vehicle emissions targets, which increase in stringency every two years until 2031. Some of the requirements are aligned with those of the EPA.
L8 standards introduce corporate average emissions targets (fleet average target), which increase in stringency every two years until 2031. Some of the OBD requirements are aligned with those of the EPA.
GM encourages and supports healthy behaviors, attitudes and actions in our workplaces to improve health outcomes for team members and their families and to contribute to the success of our business. Employees At December 31, 2024, we employed approximately 90,000 (55%) hourly employees and approximately 72,000 (45%) salaried employees.
We are committed to creating safe spaces where people can perform and thrive at work. GM encourages and supports healthy behaviors, attitudes, and actions in our workplaces to improve health outcomes for team members and their families and to contribute to the success of our business.
Additionally, we hold a number of trademarks and service marks that are very important to our identity and recognition in the marketplace. Raw Materials, Services and Supplies We purchase a wide variety of raw materials, systems, components, parts, supplies, energy, freight, transportation and other services from numerous suppliers to manufacture our products.
Raw Materials, Services, and Supplies We purchase a wide variety of raw materials, systems, components, parts, supplies, semiconductors, energy, freight, transportation, and other services from numerous suppliers to manufacture our products. The raw materials primarily include steel, aluminum, resins, copper, lead, and precious metals.
In 2022, China began studies regarding the next generation of vehicle emission standards (China 7), with the final standard expected in 2026. While largely based on Euro 7, some divergence and unique requirements are expected. Brazil has approved a set of national emission standards referred to as L7, implemented in 2022, and L8, to be implemented from 2025 onward.
In 2022, China began studies regarding the next generation of vehicle emission standards (China 7), with the final standard expected during the Fifteenth Five-Year Plan (2026–2030). While largely based on Euro 7 (defined below), some divergence and unique requirements are expected regarding pollution abatement and CO2 limits.
The inability or unwillingness of these sources to provide us with parts and supplies could have a material adverse effect on our production. Combined purchases from our two largest suppliers were approximately 11% of our total purchases in each of the years ended December 31, 2024, 2023 and 2022. Refer to Item 1A.
The inability or unwillingness of these sources to provide us with parts and supplies could have a material adverse effect on our production.
This includes securing supply through offtake agreements for EV raw materials and derivatives thereof, such as lithium, cathode active material, manganese, synthetic and natural graphite, nickel, cobalt, rare earth elements and permanent motor magnets. These EV-related agreements may require us to hold higher than normal levels of EV raw materials inventory and to make long-term commitments to purchase raw materials.
Focusing on the principle of "buy where we build" will allow the team to work toward greater scalability and stability. This includes securing supply through offtake agreements for raw materials and derivatives thereof, such as lithium, cathode active material, manganese, synthetic and natural graphite, nickel, cobalt, rare earth elements, and permanent motor magnets.
Chemical restrictions and export controls in Canada continue to steadily progress under the Environment and Climate Change Canada's Chemical Management Plan to assess existing substances and implement risk management controls on any chemical deemed toxic. These emerging laws and regulations will potentially lead to increases in costs and supply chain complexity.
For example, Minnesota has adopted PFAS reporting and elimination requirements beginning as early as 2026, except for unavoidable uses. Chemical restrictions and export controls in Canada continue to steadily progress under the Environment and Climate Change Canada's Chemical Management Plan to assess existing substances and implement risk management controls on any chemical deemed toxic.
Intellectual Property We are constantly innovating and hold a significant number of patents, copyrights, trade secrets and other intellectual property that protect those innovations in numerous countries. While no single piece of intellectual property is individually material to our business as a whole, our intellectual property is important to our operations and continued technological development.
While no single piece of intellectual property is 4 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES individually material to our business as a whole, our intellectual property is important to our operations and continued technological development. Additionally, we hold a number of trademarks and service marks that are very important to our identity and recognition in the marketplace.
(c) As of March 2022, GM is no longer importing vehicles or parts to Russia, Belarus and other sanctioned provinces in Ukraine. 3 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles.
Accordingly, these countries are excluded from industry sales data and corresponding calculation of market share. 3 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles.
Research and development expenses were $9.2 billion, $9.9 billion and $9.8 billion in the years ended December 31, 2024, 2023 and 2022. Product Development The Global Product Development organization is responsible for designing, developing, validating and integrating all global products, services and their components while aiming to maximize part sharing across multiple vehicle segments.
Research and development expenses were $8.5 billion, $9.2 billion, and $9.9 billion in the years ended December 31, 2025, 2024, and 2023. Product Development The Global Product Development organization is responsible for delivering an end-to-end, integrated product and software ecosystem designed to deliver safer, smarter, and more seamless driving experiences across multiple vehicle segments.
Risk Factors for additional information. 9 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws including those regulating air emissions, water discharge, waste management and environmental cleanup.
Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws, including those regulating air emissions, water discharge, waste management, and environmental cleanup. Certain environmental statutes require that responsible parties fund remediation actions regardless of fault, legality of original disposal, or ownership of a disposal site.
We continue to expand our leadership development programs, which are designed to deliver skills and behaviors for each level of leadership to effectively lead their teams. Focus areas range from delivering constructive feedback to effectively leading large scale change initiatives.
We continue to expand our leadership development programs, which are designed to deliver skills and behaviors for each level of leadership to effectively lead their teams. Safety and Well-Being The safety and well-being of our employees is also a critical component of our ability to transform the future of personal mobility.
Risk Factors and the "Forward-Looking Statements" section of Part II, Item 7. MD&A for a discussion of these risks and uncertainties.
Risk Factors and the "Forward-Looking Statements" section of Part II, Item 7. MD&A for a discussion of these risks and uncertainties. Our strong product portfolio exemplifies our deep design and engineering expertise, iconic brands, award winning vehicles, and clear outlook for the future, leading the U.S. auto industry in sales.
Safety and Well-Being The safety and well-being of our employees is also a critical component of our ability to transform the future of personal mobility. At GM, we pride ourselves on our commitment to live values that return people home safely — 6 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Every Person, Every Site, Every Day.
At GM, we pride ourselves on our commitment to live values that return people home safely, Every Person, Every Site, Every Day. Our unwavering commitment to safety is manifested through empowering employees to “Speak Up for Safety” and the Employee Safety Concern Process.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features, at decreasing price points, designed to meet rapidly evolving consumer expectations. Producing new and improved vehicle models, including EVs, that preserve our reputation for designing, building and selling safe, high-quality cars, crossovers, trucks and SUVs is critical to our long-term profitability.
Biggest changeOur ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers. We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features, at decreasing price points, designed to meet rapidly evolving consumer expectations.
We are subject to legal proceedings in the U.S. and elsewhere involving various issues, including product liability lawsuits, warranty litigation, class action litigations alleging product defects, emissions litigation, privacy matters, stockholder litigation, labor and employment litigation and claims and actions arising from restructurings and divestitures of operations and assets. In addition, we are subject to various governmental proceedings and investigations.
We are subject to legal proceedings in the U.S. and elsewhere involving various issues, including product liability lawsuits, warranty litigations, class action litigations alleging product defects, emissions litigations, privacy matters, stockholder litigations, labor and employment litigations, and claims and actions arising from restructurings and divestitures of operations and assets. In addition, we are subject to various governmental proceedings and investigations.
As a result, we have had, and may in the future need, to offer similar incentives, which may result in vehicle prices that do not offset our costs, including any cost increases or the impact of adverse currency fluctuations, which could affect our profitability.
As a result, we have had, and may in the future need, to offer similar incentives, which may result in vehicle prices that do not offset our costs, including any cost increases or the impact of adverse currency fluctuations or tariffs, which could affect our profitability.
In addition, elevated cost, or reduced availability, of critical materials for our EV propulsion systems, including lithium, nickel, cobalt and certain rare earth metals, could lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy.
In addition, elevated cost, or reduced availability, of critical materials for our EV propulsion systems, including lithium, nickel, cobalt, and certain rare earth metals, may lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy.
Our enterprise data practices, including the collection, use, sharing and security of the personal or other information of our customers, employees and suppliers, are subject to increasingly complex and restrictive regulations in all key market regions .
Our enterprise data practices, including the collection, use, sharing, and security of the personal or other information of our customers, employees, and suppliers, are subject to increasingly complex, restrictive, and punitive regulations in all key market regions .
See “Our operations and products are subject to extensive laws, regulations and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” We operate in a highly competitive industry that has historically had excess manufacturing capacity, and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market share and operating results.
See “Our operations and products are subject to extensive laws, regulations, and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” We operate in a highly competitive industry that has historically had excess manufacturing capacity, and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market share, and results of operations.
Any number of factors, including labor disruptions, catastrophic weather events, the occurrence of a public health crisis, contractual or other disputes, unfavorable economic or industry conditions, restrictions on transactions involving certain territories, entities or individuals, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin vehicles.
Any number of factors, including labor disruptions, catastrophic weather events, the occurrence of a public health crisis, contractual or other disputes, unfavorable economic or industry conditions, geopolitical conflicts, restrictions on transactions involving certain territories, entities or individuals, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations, including the production of certain higher margin vehicles.
Our global operations subject us to extensive domestic and foreign legal and regulatory requirements, and a variety of other political, economic and regulatory risks, which may have a material adverse effect on our financial condition or results of operations, including: (1) changes in government leadership; (2) changes in trade compliance, labor, employment, tax, privacy, environmental and other laws, regulations or government policies impacting our overall business model or practices or restricting our ability to manufacture, purchase or sell products consistent with market demand and our business objectives; (3) political pressures to change any aspect of our business model or practices or that impair our ability to source raw materials, services, components, systems and parts, or manufacture products on competitive 16 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES terms in a manner consistent with our business objectives (including with respect to full utilization of the incentives contemplated by the IRA); (4) political uncertainty, instability, civil unrest, government controls over certain sectors or human rights concerns; (5) political and economic tensions between governments and changes in international economic policies, including restrictions on the repatriation of dividends or in the export of technology, especially between China and the U.S.; (6) changes to customs requirements or procedures (e.g., inspections) or new or higher tariffs, for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets; (7) new or evolving non-tariff barriers or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or impediments to implementing free trade agreements, or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign currency exchange rates and interest rates; (9) economic downturns or significant changes in macroeconomic conditions in the countries in which we operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions, EVs and AVs, connected services and safety; (11) impact of changes to and compliance with U.S. and foreign countries’ export controls, economic sanctions, import controls, foreign investment and other similar measures; (12) impacts on our operations or liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, agreements, requirements and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises and other catastrophic events.
Our global operations subject us to extensive domestic and foreign legal and regulatory requirements, and a variety of other political, economic, and regulatory risks, which may have a material adverse effect on our financial condition or results of operations, including: (1) changes in government leadership; (2) changes in trade compliance, labor, employment, tax, privacy, environmental, and other laws, regulations, or government policies impacting our overall business model or practices or restricting our ability to manufacture, purchase, or sell products consistent with market demand and our business objectives; (3) political pressures to change any aspect of our business model or practices or that impair our ability to source raw materials, services, components, systems, and parts, or manufacture products on competitive terms in a manner consistent with our business objectives; (4) political uncertainty, instability, civil unrest, government controls over certain sectors, or human rights concerns; (5) political and economic tensions between governments and changes in international economic policies, including restrictions on the repatriation of dividends or in the export of technology, especially between China and the U.S.; (6) changes to customs requirements or procedures (e.g., inspections) or new or higher tariffs, for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets; (7) new or evolving non-tariff barriers or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or impediments to implementing free trade agreements, or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign currency exchange rates and interest rates; (9) economic downturns or significant changes in macroeconomic conditions in the countries in which we operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions, EVs and AVs, connected services, and safety; (11) impact of changes to and compliance with U.S. and foreign countries’ export controls, economic sanctions, import controls, foreign investment, and other similar measures; (12) impacts on our operations or liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, 17 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES agreements, requirements, and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises, and other catastrophic events.
Any disruption of our production schedule caused by an unexpected shortage of systems, components, raw materials or parts even for a relatively short period of time could cause us to alter production schedules, increase work-in-process inventory or suspend production entirely, which could cause a loss of revenues or an increase in working capital, which would adversely affect our profitability and financial condition.
Any disruption of our production schedule caused by an unexpected shortage of systems, components, raw materials, or parts even for a relatively short period of time could cause us to alter production schedules, increase work-in-process inventory or suspend production entirely, which could cause a loss of revenues or an increase in working capital, which would adversely affect our profitability, results of operations, and financial condition.
These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market share and operating results in these markets. In addition, foreign governments may decide to implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers, including GM and its joint venture partners.
These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market share, and results of operations in these markets. In addition, foreign governments may decide to implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers, including GM and its joint venture partners.
In addition, regardless of their veracity, reports of unauthorized access to our vehicles or their systems or data, as well as other factors that may result in the perception that our vehicles or their systems or data are capable of being "hacked" and lack appropriate safety controls, could negatively affect our brand and harm our reputation, which could adversely impact our business and operating results.
In addition, regardless of their veracity, reports of unauthorized access to our vehicles or their systems or data, as well as other factors that may result in the perception that our vehicles or their systems or data are capable of being "hacked" and lack appropriate safety controls, could negatively affect our brand and harm our reputation, which could adversely impact our business and results of operations.
Increasing attention to climate change, rising societal expectations on companies to address climate change, requirements for increased disclosure and changes in consumer and investor preferences may result in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements, risks to our reputation and the potential for increased litigation and governmental investigations.
Attention to climate change, societal expectations on companies to address climate change, requirements for disclosure, and changes in consumer and investor preferences may result in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements, risks to our reputation, and the potential for increased litigation and governmental investigations.
These EV-related agreements may require us to hold higher than normal levels of EV raw materials inventory and to make long-term commitments to purchase raw materials. Expected demand for these raw materials currently exceeds the North American capacity of the existing supply chain.
These agreements may require us to hold higher-than-normal levels of raw materials inventory and to make long-term commitments to purchase raw materials. Expected demand for these raw materials currently exceeds the North American capacity of the existing supply chain.
Under these regulations, which include, but are not limited to, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, the EU's General Data Protection Regulation 2016/679, the U.K.
Under these regulations, which include, but are not limited to, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, the EU's General Data Protection Regulation 2016/679, the EU's Artificial Intelligence Act, the U.K.
See “Our long-term strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs” and “Our near-term profitability is dependent upon the success of our current line of full-size ICE SUVs and full-size ICE pickup trucks.” Finally, increased intensity, frequency or duration of storms, droughts, wildfires or other severe weather events as a result of climate change may disrupt our production and the production, logistics, cost and procurement of products from our suppliers, timely delivery of vehicles to customers and operations of our dealers, and could negatively impact working conditions at our plants and those of our suppliers and dealers.
See “Our long-term EV strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs” and “Our near-term profitability is dependent upon the success of our current line of vehicles, particularly our full-size ICE SUVs and full-size ICE pickup trucks.” In addition, increased intensity, frequency, or duration of storms, droughts, wildfires, or other severe weather events as a result of climate change may disrupt our production and the production, logistics, cost, and procurement of products from our suppliers, timely delivery of vehicles to customers and operations of our dealers, and could negatively impact working conditions at our plants and those of our suppliers and dealers.
If we are not successful in developing our North America supply chain, our operating results and profitability could be negatively impacted. Many manufacturers, including GM, have relatively high fixed labor costs as well as limitations on their ability to efficiently close facilities and reduce fixed costs, including as a result of collective bargaining agreements.
If we are not successful in developing our North American supply chain, our results of operations and profitability could be negatively impacted. Many manufacturers, including GM, have relatively high fixed labor costs as well as limitations on their ability to efficiently close facilities and reduce fixed costs, including as a result of collective bargaining agreements.
Increases in prices, including as a result of inflation and rising interest rates, for commodities, raw materials, energy or other inputs that we and our suppliers use in manufacturing products, systems, components and parts, such as steel, precious metals, non-ferrous metals, critical minerals or other similar raw materials, or increases in logistics and related costs, have led and may continue to lead to higher production costs for parts, components and vehicles.
Increases in prices, including as a result of inflation and rising interest rates, for commodities, raw materials, energy, or other inputs that we and our suppliers use in manufacturing products, systems, components, and parts, such as steel, precious metals, non-ferrous metals, critical minerals, or other similar raw materials, or electrical subcomponents, including transistors, diodes, and other semiconductors, or increases in logistics and related costs, have led and may continue to lead to higher production costs for parts, components, and vehicles.
Additionally, we and GM Financial collect, process, transmit, use, protect and store confidential data, including intellectual property and proprietary business information (including that of our dealers and suppliers), as well as personally identifiable information of our customers and employees, in data centers and on information technology networks (including networks that may be controlled or maintained by third parties).
Additionally, we and GM Financial collect, process, transmit, use, protect, and store confidential data, including intellectual property and proprietary business information (including that of our dealers and suppliers), as well as personally identifiable information of our respective customers and employees, in data centers and on information technology networks (including networks that are controlled or maintained by third parties).
Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key emerging markets and have begun offering their products in established markets, as well as a low-cost alternative to established entry-level automobiles.
Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key emerging markets and have begun offering their products in established markets, as well as low-cost alternatives to established entry-level automobiles.
These circumstances can also result in damage to brand image, brand equity and consumer trust in our products and ability to lead the industry with respect to new technologies, such as EVs and AVs. We currently source a variety of systems, components, raw materials and parts from third parties.
These circumstances can also result in damage to brand image, brand equity, and consumer trust in our products and ability to lead the industry with respect to new technologies. We currently source a variety of systems, components, raw materials, and parts from third parties.
We expect SGM will likely incur additional restructuring charges in 2025. We cannot guarantee that the restructuring actions will be successful in our China JVs achieving long-term profitability or that additional, material restructuring actions will not be required.
(SGM) will likely incur additional restructuring charges in 2026. We cannot guarantee that the restructuring actions will be successful in our China JVs achieving long-term profitability or that additional, material restructuring actions will not be required.
Despite our security measures and business continuity plans, our information technology systems and networked and connected products may be vulnerable to intrusions, damage, disruptions or shutdowns caused by attacks by hackers, computer viruses or worms, malware (including “ransomware”), phishing attacks, spyware, denial of service attacks and/or breaches due to errors, negligence or malfeasance by employees, contractors, vendors and others who have access to these systems and products.
Despite our and our third-party providers' security measures and business continuity plans, our information technology systems and networked and connected products are vulnerable to intrusions, damage, disruptions, or shutdowns caused by attacks by hackers, computer viruses or worms, malware (including “ransomware”), phishing attacks, spyware, denial of service attacks, and/or breaches due to errors, negligence or malfeasance by employees, contractors, vendors, and others who have access to these systems and products.
Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability (such as related to the ongoing conflicts in Eastern Europe and the Middle East), concerns about fuel consumption or GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles.
Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability (such as related to ongoing conflicts globally), concerns about fuel consumption or GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles.
However, hackers and other malicious actors have reportedly attempted, and may attempt in the future, to gain unauthorized access to modify, alter and use networks, vehicle software or their systems to gain control of, or to change, our vehicles’ functionality, user interface and performance characteristics, or to gain access to data stored in or generated by the vehicle.
However, hackers and other malicious actors have attempted, and we expect will attempt in the future, to gain unauthorized access to modify, alter, and use networks, vehicle software, or their systems to gain control of, or to change, our vehicles’ functionality, user interface, and performance characteristics, or to gain access to data stored in or generated by the vehicle.
Our ability to recover costs associated with recalls or other campaigns caused by parts or components purchased from suppliers may be limited by the suppliers’ financial condition or a number of other reasons or defenses. We may incur additional tax expense or become subject to additional tax exposure.
Our ability to recover costs associated with recalls or other campaigns caused by parts or components purchased from suppliers may be limited by the suppliers’ financial condition or a number of other reasons or defenses. We may incur additional tax expense, become subject to additional tax exposure, or fail to fully realize available tax incentives.
While we expect our refocused AV strategy to be less capital intensive than the Cruise robotaxi plan, we expect that our AV and ADAS development activities will continue to require significant capital investments and remain subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware; attract and retain key software talent with expertise in artificial intelligence and machine learning; access to sufficient capital; and significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to AV technologies than we do.
While we expect our refocused AV strategy to be less capital intensive than the Cruise robotaxi plan, we expect that our AV and ADAS development activities will continue to require significant capital investments and remain subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware; attract and retain key software talent with expertise in AI and machine learning; access sufficient capital; access high-quality data to train the AI models deployed in our AV and ADAS technologies; and respond to significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to AV technologies than we do.
To successfully execute our long-term strategy, we must continue to develop and commercialize new products and services, including products and services that are outside of our historically core ICE business, such as EVs and AVs, software-enabled connected services, future features and services based on artificial intelligence and other new businesses.
To successfully execute our long-term strategy, we must continue to develop and commercialize new products and services, including products and services that are outside of our historically core ICE business, such as EVs and AV capabilities, software-enabled connected services, future features and services based on AI, and other new businesses.
Our high proportion of fixed costs, both due to our significant investment in property, plant and equipment as well as other requirements of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.
Our high proportion of fixed costs, both due to our significant investment in property, plant, and equipment as well as other requirements 12 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.
If industry-wide adoption rates continue to be lower than anticipated, we may take portfolio actions to better match the pace of EV adoption, such as not fully utilizing or reducing the capacity of our existing or future plants or reducing production hours or shifts, and we may become subject to claims by suppliers as a result of such actions.
If industry-wide adoption rates continue to be slow, we may need to take additional portfolio actions to better match the consumer pace of EV adoption, such as not fully utilizing or reducing the capacity of our existing or future plants or reducing production hours or shifts, and we may become subject to claims by suppliers as a result of such actions.
Consumer adoption of EVs has been slower than anticipated, and has been and in the future could be impacted by numerous factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performance and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the success of the Company's charging infrastructure programs and strategic joint ventures and other relationships; cost and availability of high fuel-economy ICE vehicles; volatility in energy prices due to increased demand and investments to support electrification efforts; volatility, or a sustained decrease, in the cost of petroleum-based fuel; failure by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater availability of EV charging stations, and to provide meaningful and fully utilizable economic incentives promoting the adoption of EVs, including production and consumer credits contemplated by the Inflation Reduction Act (IRA); and negative feedback from stakeholders impacting investor and consumer confidence in our company or industry.
EV demand has been and, in the future could be, impacted by numerous additional factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performance, and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the success of our charging infrastructure programs and strategic joint ventures and other relationships; volatility in energy prices due to increased demand and investments to support electrification efforts; volatility, or a sustained decrease, in the cost of petroleum-based fuel; lack of investments by governments and other third parties to make the necessary infrastructure improvements, such as greater availability of EV charging stations, and lack of meaningful and fully utilizable economic incentives promoting the adoption of EVs; and negative feedback from stakeholders impacting investor and consumer confidence in our Company or industry.
There are limits on our ability to achieve fuel economy improvements over a given time frame, primarily relating to the cost and effectiveness of available technologies, lack of sufficient consumer acceptance of new technologies and of changes in vehicle mix, lack of willingness of consumers to absorb the additional costs of new technologies, the appropriateness (or lack thereof) of certain technologies for use in particular vehicles, the widespread availability (or lack thereof) of supporting infrastructure for new technologies, especially with respect to EVs, the availability (or lack thereof) of the raw materials and component supply to make batteries and other elements of EVs, and the human, engineering and financial resources necessary to deploy new technologies across a wide range of products and powertrains in a short time.
Business for further information on regulatory and environmental requirements. 20 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES There are limits on our ability to achieve fuel economy improvements over a given time frame, primarily relating to the cost and effectiveness of available technologies, lack of sufficient consumer acceptance of new technologies and of changes in vehicle mix, lack of willingness of consumers to absorb the additional costs of new technologies, the appropriateness (or lack thereof) of certain technologies for use in particular vehicles, the widespread availability (or lack thereof) of supporting infrastructure for new technologies, especially with respect to EVs, the availability (or lack thereof) of the raw materials and component supply to make batteries and other elements of EVs, and the human, engineering, and financial resources necessary to deploy new technologies across a wide range of products and powertrains in a short time.
Geopolitical risk, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollar and other economic, regulatory and political factors have created and may continue to create pricing pressure for commodities, raw materials, energy and other inputs.
Geopolitical risk, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollar, and other economic, regulatory, and political factors have created and may continue to create pricing pressure 15 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES for commodities, raw materials, energy, and other inputs.
Pandemics, epidemics or disease outbreaks in the U.S. or globally, such as the COVID-19 pandemic, have previously disrupted, and may in the future disrupt, our business, which could materially affect our results of operations, 17 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES financial condition, liquidity and future expectations.
Pandemics, epidemics, or disease outbreaks in the U.S. or globally, such as the COVID-19 pandemic, have previously disrupted, and may in the future disrupt, our business, which could materially affect our results of operations, financial condition, liquidity, and future expectations.
Security breaches, cyberattacks and other disruptions to information technology systems and networked products, including connected vehicles, owned or maintained by us, GM Financial, service providers, such as data processors, or third parties, such as vendors or suppliers, could interfere with our operations and could compromise the confidentiality of private customer data or our proprietary information.
Security breaches, cyberattacks, and other disruptions to information technology systems and networked products, including connected vehicles, owned or maintained by us, GM Financial, service providers, such as data processors, or third parties, such as vendors or suppliers, could materially compromise our operations and/or sensitive customer data and proprietary information.
Our transition to EVs will also require developing a more resilient, scalable and sustainable North American-focused EV supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain.
Our ICE and electric vehicles also require a more resilient, scalable, and sustainable North American-focused supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain.
From time to time, these items may have performance or quality issues that could harm our reputation and cause us to incur significant costs, particularly 20 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES if the affected items relate to global platforms or involve defects that are identified years after production.
From time to time, these items may have performance or quality issues that could harm our reputation and cause us to incur significant costs, particularly if the affected items relate to global platforms or involve defects that are identified years after production.
Data privacy and protection and unfair and deceptive practice laws and similar regulations in many jurisdictions where we do business require that we take significant steps to safeguard such personal information, and these laws and regulations continue to evolve.
Data privacy and protection and unfair and deceptive practice laws and similar regulations, including with respect to the use of AI, in many jurisdictions where we do business require that we take significant steps to safeguard such personal information, and these laws and regulations continue to evolve.
In addition, an evolving but un-harmonized emissions and fuel economy regulatory framework that could include specific sales mandates may limit or dictate the types of vehicles we sell and where we sell them, which can affect our revenues and profitability. Refer to the “Environmental and Regulatory Matters” section of Item 1. Business for further information on regulatory and environmental requirements.
In addition, an evolving but unharmonized emissions and fuel economy regulatory framework that could include specific sales mandates may limit or dictate the types of vehicles we sell and where we sell them, which can affect our revenues and profitability. Refer to the “Environmental and Regulatory Matters” section of Item 1.
Moreover, although GM takes reasonable steps to maintain the confidentiality of GM proprietary information, there can be no assurance that such efforts will completely deter or prevent misappropriation or improper use of our intellectual property.
Moreover, although GM takes 18 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES reasonable steps to maintain the confidentiality of GM proprietary information, there can be no assurance that such efforts will completely deter or prevent misappropriation or improper use of our intellectual property.
However, there are no assurances that we will be able to identify or secure suitable business relationships in the future or that our competitors will not capitalize on such opportunities before we do, or that any strategic business relationships that we enter into will be successful.
However, there are no assurances that we will be able to identify or 16 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES secure suitable business relationships in the future or that our competitors will not capitalize on such opportunities before we do, or that any strategic business relationships that we enter into will be successful.
Our EV strategy is dependent on our ability to (i) deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands; (ii) scale our EV manufacturing capabilities; (iii) reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs; (iv) increase vehicle range and the rate of charge and energy density of our batteries; (v) efficiently source sufficient materials for the manufacture of battery cells; (vi) license and monetize our proprietary platforms and related innovations; (vii) successfully invest in new technologies relative to our peers; (viii) develop new software and services; and (ix) leverage our scale, manufacturing capabilities and synergies with existing ICE vehicles.
Our EV strategy is dependent on our ability to (1) deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands; (2) scale our EV manufacturing capabilities relative to consumer demand; (3) reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs; (4) increase vehicle range and the rate of charge and energy density of our batteries; (5) efficiently source sufficient materials for the manufacture of battery cells; (6) license and monetize our proprietary platforms and related innovations; (7) successfully invest in new technologies relative to our peers; (8) develop new software and services; and (9) leverage our scale, manufacturing capabilities, and synergies with existing ICE vehicles relative to consumer demand.
Cruise Holdings, 13 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application. In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work.
Cruise Holdings, our wholly-owned subsidiary, had been pursuing the development and commercialization of AV technology for deployment in a robotaxi application. In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work.
Although we have taken steps to mitigate such risks, if we are found to have infringed any third-party intellectual property rights, we could be required to pay substantial damages, or we could be enjoined from offering some of our products and services.
Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. Although we have taken steps to mitigate such risks, if we are found to have infringed any third-party intellectual property rights, we could be required to pay substantial damages, or we could be enjoined from offering some of our products and services.
To the extent accidents, cybersecurity breaches or other adverse events associated with our autonomous driving systems occur, we could be subject to liability, reputational harm, government scrutiny and further regulation, and it could deter consumer adoption of AV and ADAS technology. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.
To the extent accidents, cybersecurity breaches, or other adverse events associated with our autonomous driving systems occur, we could be subject to liability, reputational harm, government scrutiny, and further regulation, and it could deter consumer adoption of AV and ADAS technology.
Such parties and other third parties who provide us services or with whom we communicate could also be the source of a cyberattack on, or breach of, our operational systems, network, data or infrastructure.
Such parties and other third parties who provide us with services or with whom we communicate could also be the source of a cyberattack on, or breach of, our or a provider's operational systems, network, data, or infrastructure. In addition, we regularly identify and track known security vulnerabilities.
Additionally, despite the fact that OEMs have experienced supply constraints in recent years due to the COVID-19 pandemic and certain supply chain and logistics challenges, overall manufacturing capacity in the automotive industry has historically far exceeded demand. Supply chain and logistics challenges may occur as a result of geopolitical and/or policy actions.
Additionally, despite the fact that OEMs have experienced supply constraints in recent years due to the COVID-19 pandemic and certain supply chain and logistics challenges, overall manufacturing capacity in the automotive industry has historically far exceeded demand.
See “Our operations and products are subject to extensive laws, regulations and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” In addition, at the state and federal level in the U.S. and abroad there are an increasing number of sustainability-related rules and regulations that have been adopted or proposed.
See “Our operations and products are subject to extensive laws, regulations, and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” In addition, at the state and federal level in the U.S. and abroad, sustainability-related rules and regulations are facing legal scrutiny.
Further, if we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not adequately prepare for and respond to new kinds of technological innovations, market developments and changing customer needs and preferences, our sales, profitability and long-term competitiveness may be materially harmed. 11 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Our ability to attract and retain talented and highly skilled employees is critical to our success and competitiveness.
Further, if we are unable to prevent or effectively remedy errors, bugs, vulnerabilities, or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not adequately prepare for and respond to new kinds of technological innovations, market developments, and changing customer needs and preferences, our sales, profitability, and long-term competitiveness may be materially harmed.
We are significantly affected by governmental regulations on a global basis that can increase costs related to the production of our vehicles and affect our product portfolio, particularly regulations relating to fuel economy standards and GHG emissions.
We are significantly affected by governmental regulations on a global basis that can increase costs related to the production of our vehicles and affect our product portfolio, particularly regulations relating to fuel economy standards and GHG emissions. Meeting the requirements of these regulations is costly and often technologically challenging, and these standards are often not harmonized across jurisdictions.
Such regulations are expected to subject us to new disclosure requirements, new supply chain requirements, new trade restrictions and increased risk of litigation or regulatory action, which are expected to result in increased costs (in our operations and supply chain), as well as risks to our reputation or consumer demand for our products if we do not meet increasingly demanding stakeholder expectations and standards.
Such regulations may cause disclosure requirements to shift and may increase the risk of litigation or regulatory action, which would result in increased costs (in our operations and supply chain), as well as risks to our reputation or consumer demand for our products if we do not meet demanding stakeholder expectations and standards.
Specifically, fuel economy and GHG emission regulations at the federal, state or local level or in international jurisdictions could require us to further limit the sale of certain profitable ICE products in current and future years, subsidize the sale of less profitable ones, change our manufacturing processes, pay increased penalties, purchase additional credits from our competitors or undertake other activities that may require us to incur additional expense, which may be material.
While the U.S. federal government has taken action to reduce the stringency of fuel economy and GHG emissions regulations, we expect such regulations to continue to evolve across the federal, state, or local level or in international jurisdictions and, in the future, these regulations could require us to further limit the sale of certain profitable ICE products in current and future years, subsidize the sale of less profitable ones, change our manufacturing processes, pay increased penalties, purchase additional credits from our competitors or undertake other activities that may require us to incur additional expense, which may be material.
Regulations at the federal, state or local level or in international jurisdictions could require us to further limit emissions associated with customer use of products we sell, change our manufacturing processes or product portfolio or undertake other activities that may require us to incur additional expense, including the purchase of emissions credits or the payment of penalties, which may be material.
Despite recent actions taken by the U.S. federal government to reduce the stringency of emissions and fuel economy regulations, we expect such regulations at the federal, state, or local level or in international jurisdictions to continue to evolve and, in the future, such regulations could require us to further limit emissions associated with customer use of products we sell, change our manufacturing processes or product portfolio, or undertake other activities that may require us to incur additional expense, including the purchase of emissions credits or the payment of penalties, which may be material.
In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S. and other countries in which we do business (for example, the IRA and the Organisation for Economic Co-Operation and Development proposals, including the introduction of global minimum tax standards), the possibility of tax controversy related to adverse determinations with respect to the application of existing laws (for example, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.
In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S. and other countries in which we do business (for example, the Act and the 21 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Inflation Reduction Act (IRA)), the possibility of tax controversy related to adverse determinations with respect to the application of existing laws (for example, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.
These requirements may increase the cost of, and/or 19 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES diminish demand for, our vehicles. These regulatory requirements, among others, could significantly affect our plans for global product development and, given the uncertainty surrounding enforcement and regulatory definitions and interpretations, may result in substantial costs, including civil or criminal penalties.
These regulatory requirements, among others, could significantly affect our plans for global product development and, given the uncertainty surrounding enforcement and regulatory definitions and interpretations, may result in substantial costs, including civil or criminal penalties.
Any unfavorable resolution of these and other uncertainties may have a significant adverse impact on our tax rate and results of operations. If our tax expense were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected.
If our tax expense were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our results of operations, cash flows, and financial condition could be adversely affected.
In addition, many of our operations, primarily in China and Korea as well as certain of our battery manufacturing and raw material sourcing operations in the U.S. and Canada, are carried out by joint ventures.
In addition, many of our operations, primarily in China and Korea as well as certain of our battery manufacturing and raw material sourcing operations in the U.S. and Canada, are carried out by joint ventures. Our primary joint venture agreement for our China JVs expires in 2027, and we are in negotiations with our partner for a new agreement.
Our vehicles contain complex information technology systems. These systems control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, braking, window, door lock functions and battery and electric motors. We have designed, implemented and tested security measures intended to prevent unauthorized access to these systems.
These systems control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, braking, window and door 19 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES lock functions, batteries, and electric motors. We have designed, implemented, and tested security measures intended to prevent unauthorized access to these systems.
Any uncertainties associated with these benchmark rates may impact GM Financial's ability to manage interest rate risk effectively. Further, as an entity operating in the financial services sector, GM Financial is required to comply with a wide variety of laws and regulations that may be costly to adhere to and may affect our consolidated operating results.
Further, as an entity operating in the financial services sector, GM Financial is required to comply with a wide variety of laws and regulations that may be costly to adhere to and may affect our consolidated results of operations.
Successful launches of our new vehicles are critical to our short-term profitability. The new vehicle development process can take two years or more, and a number of factors may lengthen that time period.
The new vehicle development process can take two years or more, and a number of factors may lengthen that time period.
We believe that the automotive industry will continue to experience significant change in the coming years, particularly as traditional automotive original equipment manufacturers (OEMs) continue to shift resources to the development of EVs.
We believe that the automotive industry will continue to experience significant change in the coming years, particularly as traditional automotive original equipment manufacturers (OEMs) shift resources and strategies in response to changes in the regulatory landscape and evolving consumer preferences.
Our long-term strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and profitable sale of EVs has become increasingly important to our long-term business as we continue our transition to an all-electric future.
Our long-term EV strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and profitable sale of EVs is an important part of our long-term business strategy.
Increased competition, continued U.S.-China trade tensions, weakening economic conditions in China or China's level of integration with key components in our global supply chain, among other factors, may result in cost increases, price reductions, reduced sales, profitability and margins, and challenges to gaining or holding market share. 15 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates the scope of our investments and business conducted within China.
Increased competition, continued U.S.-China trade tensions, weakening economic conditions in China or China's level of integration with key components of our global supply chain, among other factors, may result in cost increases, price reductions, reduced sales, profitability, and margins, and challenges to gaining or holding market share.
Attracting and retaining employees who are highly skilled in their areas is critical to thriving in an increasingly competitive landscape. In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex and our success in this area is dependent upon our ability to retain and recruit the best talent.
In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex, and our success in this area is dependent upon our ability to retain and recruit the best talent. The market for highly skilled workers and leaders in our industry is extremely competitive.
We benefit from many ongoing strategic business relationships, particularly with respect to facilitating access to raw materials necessary for the production of EVs, and a significant amount of our operations are conducted by joint ventures, which we cannot operate solely for our benefit.
We benefit from many ongoing joint ventures and other strategic business relationships, particularly with respect to manufacturing EV battery cells and facilitating access to raw materials necessary for the production of EVs, which we cannot operate solely for our benefit and over which we may have limited control.
The growing patchwork of state and country regulations imposes burdensome obligations on companies to quickly respond to consumer requests, such as requests to delete, disclose and stop selling personal information, with significant fines for noncompliance. Complying with these new laws has significantly increased, and may continue to increase, our operating costs and is driving increased complexity in our operations.
The growing patchwork of state and country regulations imposes burdensome obligations on companies to quickly respond to consumer requests, such as requests to delete, disclose, and stop selling personal information, with significant fines for noncompliance. The rapid evolution and increased adoption of AI technologies may intensify these risks.
Risks related to our operations Our business is highly dependent upon global automobile market sales volume, which can be volatile. Because we have a high proportion of relatively fixed structural costs, small changes in sales volume can have a disproportionately large effect on our profitability.
Because we have a high proportion of relatively fixed structural costs, small changes in sales volume can have a disproportionately large effect on our profitability.
Techniques used in cyberattacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligence and machine learning. Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyberattacks during periods of geopolitical conflict.
Techniques used in cyberattacks to obtain unauthorized access to, disable, or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as AI and machine learning.
Similarly, the potential imposition of tariffs may lead to further challenges for GM and its joint venture partners. We recently announced plans to refocus our AV strategy on personal vehicles and the execution of this strategy is dependent upon our ability to successfully mitigate unique technological, operational and regulatory risks.
Introduction or modification of import tariffs or tariff-related measures may lead to further challenges for GM and our global business. We refocused our AV strategy on personal vehicles and the execution of this strategy is dependent upon our ability to successfully mitigate unique technological, operational, regulatory, and competitive risks.
Certain plans outside the U.S. do not have assets and therefore the obligation is funded as benefits are paid. If local legal authorities increase the minimum funding requirements for our non-U.S. plans, we could be required to contribute more funds, which could negatively affect our liquidity and financial condition. * * * * * * *
If local legal authorities increase the minimum funding requirements for our non-U.S. plans, we could be required to contribute more funds, which could negatively affect our liquidity and financial condition. * * * * * * * 22 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES
While we offer a broad portfolio of cars, crossovers, SUVs and trucks, and we have announced significant plans to design, build and sell a strategic portfolio of EVs, we currently recognize the highest profit margins on our full-size ICE SUVs and full-size ICE pickup trucks.
While we offer a broad portfolio of cars, crossovers, SUVs, and trucks, along with a strategic portfolio of EVs, we currently recognize the highest profit margins on our full-size ICE SUVs and full-size ICE pickup trucks. As a result, our success is dependent upon our ability to sell higher margin vehicles in sufficient volumes.
The market for highly skilled workers and leaders in our industry is extremely competitive. In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations, such as embracing sustainability and inclusion initiatives.
In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations. Failure to attract, hire, develop, motivate, and retain highly qualified employees could disrupt our operations and adversely affect our strategic plans.
Such weather events may also adversely impact the financial condition of our 14 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES customers, and thereby reduce demand for our products and services. Any of the foregoing could have a material adverse effect on our financial condition and results of operations.
Such weather events may also adversely impact the financial condition of our customers, and thereby reduce demand for our products and services. Any of the foregoing could have a material adverse effect on our financial condition and results of operations. Risks related to our operations Our business is highly dependent upon global automobile market sales volume, which can be volatile.
We are subject to risks associated with climate change, including increased regulation of GHG emissions, changing consumer preferences and other risks related to our transition to EVs and the potential increased impacts of severe weather events on our operations and infrastructure.
Any of the foregoing could materially and adversely affect our results of operations, financial condition, and growth prospects. 14 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES We are subject to risks associated with climate change, including evolving regulation of GHG emissions and changing consumer preferences and demand, and the potential increased impacts of severe weather events on our operations and infrastructure.
We sometimes face attempts to gain unauthorized access to our information technology networks and systems for the purpose of improperly acquiring our trade secrets or confidential business information. The theft or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could adversely affect our competitive position.
We sometimes face attempts to gain unauthorized access to our information technology networks and systems for the purpose of improperly acquiring our trade secrets or confidential business information, and may face increased such risk from the rapid evolution and adoption of AI.
A detailed description of the investment funds and strategies and our potential funding requirements are disclosed in Note 15 to our consolidated financial statements, which also describes significant concentrations of risk to the plan investments. 21 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Our future funding requirements for our defined benefit pension plans depend upon the future performance of assets placed in trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plans and any changes in laws and regulations.
Our future funding requirements for our defined benefit pension plans depend upon the future performance of assets placed in trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plans, and any changes in laws and regulations.
As a result, we recorded an other-than-temporary impairment of our equity interests of $2.4 billion in the year ended December 31, 2024. We also recorded additional equity losses of $2.0 billion resulting from the implementation of these restructuring actions, which includes plant closures and portfolio optimization, in the year ended December 31, 2024. These charges are non-cash in nature.
As a result of certain restructuring actions previously announced in December 2024, we recorded an other-than-temporary impairment of our equity interests of $2.1 billion and additional equity losses of $2.0 billion in the year ended December 31, 2024, and we recorded charges of $0.6 billion in the year ended December 31, 2025. We expect SAIC General Motors Corp., Ltd.
These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs. Our business in China subjects us to unique operational, competitive and regulatory risks.
These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs. Tariffs applicable to the automotive industry continue to evolve, including in the U.S., where the government has signaled tariff policy may shift in the future.
These requirements may increase the cost of, and/or diminish demand for, our ICE vehicles.
In addition, the reduction in the stringency of emissions regulations has slowed and may continue to slow consumer demand for EVs in North America. These requirements may increase the cost of, and/or diminish demand for, our ICE vehicles.
In addition, such events could increase the risk of claims alleging that we are non-compliant with applicable laws or regulations, subjecting us to potential liability from private litigation or regulatory penalties and related costs under laws protecting the privacy of personal information or unfair or deceptive practices relating to consumer information; disrupt our operations; or reduce the competitive advantage we hope to derive from our investment in advanced technologies.
Significant loss of proprietary data, critical interruptions or delays in our business operations, and damage to our reputation, as well as the risk of claims alleging that we are non-compliant with applicable laws or regulations expose us to potentially substantial liability from private litigation or regulatory actions and related costs under laws protecting the privacy of personal information or unfair or deceptive practices relating to consumer information, reputational damage with customers and business partners, and other risks to our business and competitiveness as a result of accelerating cybersecurity threats.
In addition, we have been, and in the future may be, the target of patent enforcement actions by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming.
The theft or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could adversely affect our competitive position. In addition, we have been, and in the future may be, the target of patent enforcement actions by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company leverages a third-party cybersecurity program with the goal of minimizing disruption to the Company's business and production operations, strengthening supply chain resilience in response to cyber-related events and supporting the integrity of components and systems used in its products and services. 22 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES When cybersecurity incidents occur, the GM Cybersecurity team's focus is on responding to and containing the threat and minimizing impact.
Biggest changeThe Company leverages a third-party risk management process with the goal of minimizing disruption to the Company's business and production operations, strengthening supply chain resilience in response to cyber-related events, and supporting the integrity of components and systems used in its products and services.
Material risks from cybersecurity threats are managed across GM, GM Financial, Cruise, service providers such as data processors, third-party suppliers, dealers and vendors, and monitoring such risks and threats are integrated into the Company's overall risk management program.
Material risks from cybersecurity threats are managed across GM, GM Financial, service providers such as data processors, third-party suppliers, dealers, and vendors, and monitoring such risks and threats are integrated into the Company's overall risk management program.
The CISO and the Cybersecurity Management Board monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including through the operation of the Company's incident response plans, which include escalation to the Risk and Cybersecurity Committee, as appropriate, and simulated exercises. * * * * * * *
The CISO and the Cybersecurity Management Board monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including through the operation of the Company's incident response plans, which include periodic reports and escalation to the Risk and Cybersecurity Committee, as appropriate, and simulated exercises. * * * * * * *
Our policies and procedures are reviewed periodically for alignment with regulatory requirements and the threat landscape. In the last three fiscal years, the Company has not experienced any material cybersecurity incidents and expenses incurred from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none).
Our policies and procedures are reviewed periodically for alignment with regulatory requirements and the threat landscape. The Company has not experienced any material cybersecurity incidents and expenses incurred from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none).
Risk Factors – "Risks related to our intellectual property, cybersecurity, information technology and data management practices", which are incorporated by reference into this Item 1C. Governance The GM Board of Directors is responsible for overseeing the Company's enterprise risk, and has established its Risk and Cybersecurity Committee with specific responsibility for overseeing our cybersecurity program, among other things.
Risk Factors – "Risks related to our intellectual property, cybersecurity, information technology, and data management practices", which are incorporated by reference into this Item 1C. 23 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Governance The GM Board of Directors is responsible for overseeing the Company's enterprise risk, and has established its Risk and Cybersecurity Committee with specific responsibility for overseeing our cybersecurity program, among other things.
When we become aware of a cybersecurity incident, we have defined policies and procedures to respond to and recover from such incident as quickly as possible.
When cybersecurity incidents occur, the GM Cybersecurity team's focus is on responding to and containing the threat and minimizing impact. When we become aware of a cybersecurity incident, we have defined policies and procedures to respond to and recover from such incident as quickly as possible.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in Brazil, Canada, China, Mexico and South Korea. These facilities are used to support our automotive segments and are suitable and adequate for the conduct of our business. GM Financial owns or leases facilities for administration and regional credit centers.
Biggest changeThese facilities are used to support our automotive operations and are suitable and adequate for the conduct of our business. GM Financial owns or leases facilities for administration and regional credit centers. GM Financial has 32 facilities, of which 20 are located in the U.S.
GM Financial has 34 facilities, of which 21 are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China and Mexico. * * * * * * * 23 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES
The major facilities outside the U.S. are located in Brazil, Canada, China, and Mexico. * * * * * * * 24 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 2. Properties At December 31, 2024, we had over 100 locations in the U.S. (excluding our automotive financing operations and dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing. We, our subsidiaries or associated companies in which we own an equity interest, own most of these properties and/or lease a portion of these properties.
Item 2. Properties At December 31, 2025, we had over 100 locations in the U.S. within our GMNA segment (excluding our automotive financing operations and dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering, and testing.
Leased properties are primarily composed of warehouses and administration, engineering and sales offices. We have manufacturing, assembly, distribution, office or warehousing operations in 33 countries, including equity interests in associated companies, which perform manufacturing, assembly or distribution operations.
We, our subsidiaries, or associated companies in which we own an equity interest, own most of these properties and/or lease a portion of these properties. Leased properties are primarily composed of warehouses and administration, engineering, and sales offices.
Added
We have manufacturing, assembly, distribution, office, or warehousing operations in 33 countries, including equity interests in associated companies, which perform manufacturing, assembly, or distribution operations. The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in Canada and Mexico within our GMNA segment, and Brazil, China, and South Korea within our GMI segment.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn November 2023, these potential violations were settled via consent agreement with the EPA, the terms of which include, among other items, payment of civil penalties based upon import activity prior to receipt of a TSCA 5(e) order. As of December 31, 2024, GM has incurred an estimated $14.6 million in civil penalties.
Biggest changeIn November 2023, these potential violations were settled via consent agreement with the EPA, the terms of which include, among other items, payment of civil penalties based upon import activity prior to receipt of a TSCA 5(e) order. As of December 31, 2025, GM has incurred an estimated $18.2 million in civil penalties.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+3 added−6 removed0 unchanged
Biggest changeThe following table summarizes stock performance graph data points in dollars: Years Ended December 31, 2019 2020 2021 2022 2023 2024 General Motors Company $ 100 $ 121 $ 170 $ 98 $ 106 $ 159 S&P 500 Stock Index $ 100 $ 118 $ 152 $ 125 $ 158 $ 197 Dow Jones Automobile & Parts Titans 30 Index $ 100 $ 151 $ 188 $ 128 $ 170 $ 183 25 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, 2024: Total Number of Shares Purchased(a)(b) Weighted-Average Price Paid per Share(b)(c) Total Number of Shares Purchased Under Announced Programs(b)(d) Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs(b)(d) October 1, 2024 through October 31, 2024 Final settlement of ASR(b) 19,078,910 19,078,910 Other shares purchased 8,946,822 $ 48.77 8,789,744 $4.6 billion November 1, 2024 through November 30, 2024 Final settlement of ASR(b) 6,213,168 6,213,168 Other shares purchased 44,026,509 $ 55.88 44,026,379 $2.1 billion December 1, 2024 through December 31, 2024 33,860,946 $ 52.51 33,860,946 $0.3 billion Total 112,126,355 $ 53.83 111,969,147 __________ (a) Shares purchased include shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) relating to compensation plans.
Biggest changeThe following table summarizes stock performance graph data points in dollars: Years Ended December 31, 2020 2021 2022 2023 2024 2025 General Motors Company $ 100 $ 141 $ 81 $ 88 $ 131 $ 202 S&P 500 Stock Index $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 Dow Jones Automobile & Parts Titans 30 Index $ 100 $ 125 $ 85 $ 113 $ 121 $ 149 Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, 2025: Total Number of Shares Purchased(a) Weighted-Average Price Paid per Share(b) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs October 1, 2025 through October 31, 2025 3,769,823 $ 68.99 3,607,418 $2.6 billion November 1, 2025 through November 30, 2025 12,580,527 $ 70.48 12,578,278 $1.7 billion December 1, 2025 through December 31, 2025 17,237,459 $ 79.21 17,213,187 $0.3 billion Total 33,587,809 $ 74.80 33,398,883 __________ (a) Shares purchased include shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) relating to compensation plans.
In June 2020, our shareholders approved the 2020 Long-Term Incentive Plan (LTIP), which authorizes awards of stock options, stock appreciation rights, RSUs, PSUs or other stock-based awards to selected employees, consultants, advisors and non-employee Directors of the Company. Refer to Note 22 to our consolidated financial statements for additional details on employee stock incentive plans.
In June 2020, our shareholders approved the 2020 Long-Term Incentive Plan (LTIP), which authorizes awards of stock options, stock appreciation rights, RSUs, Performance Stock Units (PSUs), or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company. Refer to Note 22 to our consolidated financial statements for additional details on employee stock incentive plans.
It assumes $100 was invested o n December 31, 2019, with dividends being reinvested.
It assumes $100 was invested o n December 31, 2020, with dividends being reinvested.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Shares of our common stock are publicly traded on the New York Stock Exchange under the symbol "GM". Holders At January 16, 2025, we had 1.0 billion issued and outstanding shares of common stock held by 444 holders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Shares of our common stock are publicly traded on the New York Stock Exchange under the symbol "GM". Holders At January 15, 2026, we had 904 million issued and outstanding shares of common stock held by 443 holders of record.
However, the declaration of any dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion and will depend on various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs, as described further in the "Liquidity and Capital Resources" section of the MD&A. 24 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's (S&P) 500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years.
However, the declaration of any dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion and will depend on various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs, as described further in the "Liquidity and Capital Resources" section of Item 7.
Dividends In September 2022, our Board of Directors reinstated a quarterly dividend of $0.09 per share of our common stock and in December 2023, increased the quarterly dividend to $0.12 per share of our common stock beginning in 2024. We anticipate that we will continue to declare and pay dividends on our common stock quarterly.
In January 2026, our Board of Directors approved an increase in the quarterly common stock dividend of $0.03 to $0.18 per share beginning with the quarterly dividend declared in January 2026. We anticipate that we will continue to declare and pay dividends on our common stock quarterly.
Removed
(b) During the three months ended December 31, 2023, we entered into the accelerated share repurchase (ASR) agreements (collectively, the ASR Agreements) to repurchase an aggregate $10.0 billion of common stock, and we received and immediately retired approximately 215 million shares of our common stock (68% of the $10.0 billion aggregate purchase price calculated on the basis of a price of $31.60 per share, the closing share price of our common stock on November 29, 2023).
Added
Dividends In February 2025, our Board of Directors approved an increase in the quarterly common stock dividend of $0.03 to $0.15 per share beginning with the quarterly dividend declared in April 2025.
Removed
In March 2024, upon the first settlement of the transactions contemplated under the ASR Agreements, we received approximately 4 million additional shares of our common stock, which were immediately retired. There were no settlements under the ASR Agreements in the three months ended June 30, 2024 or September 30, 2024.
Added
MD&A. 25 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's (S&P) 500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years.
Removed
In the three months ended December 31, 2024, upon the final settlement of the transactions contemplated under the ASR Agreements, we received approximately 25 million additional shares, which were immediately retired.
Added
(b) The weighted-average price paid per share excludes broker commissions. * * * * * * * 26 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Item 6. [Reserved] * * * * * * *
Removed
The final number of shares received was based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount pursuant to the terms and conditions of the ASR Agreements. (c) The weighted-average price paid per share excludes broker commissions.
Removed
(d) In November 2023, our Board of Directors increased the capacity under the share repurchase program by $10.0 billion to an aggregate of $11.4 billion and approved the $10.0 billion ASR program. In June 2024, our Board of Directors approved a new share repurchase authorization to repurchase up to an additional $6.0 billion of our outstanding common stock.
Removed
At December 31, 2024, we had $0.3 billion in capacity remaining under the share repurchase program, with no expiration date. * * * * * * * Item 6. [Reserved] * * * * * * *

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeDebt 78 Note 14. Derivative Financial Instruments 80 Note 15. Pensions and Other Postretirement Benefits 81 Note 16. Commitments and Contingencies 87 Note 17. Income Taxes 92 Note 18. Restructuring and Other Initiatives 94 Note 19. Interest Income and Other Non-Operating Income 95 Note 20. Stockholders’ Equity and Noncontrolling Interests 95 Note 21. Earnings Per Share 98 Note 22.
Biggest changeDebt 78 Note 14. Derivative Financial Instruments 80 Note 15. Pensions and Other Postretirement Benefits 81 Note 16. Commitments, Contingencies, and Uncertainties 88 Note 17. Income Taxes 92 Note 18. Restructuring and Other Initiatives 96 Note 19. Interest Income and Other Non-Operating Income 97 Note 20. Stockholders’ Equity and Noncontrolling Interests 97 Note 21. Earnings Per Share 100 Note 22.
Stock Incentive Plans 98 Note 23. Segment Reporting 100 Note 24. Supplemental Information for the Consolidated Statements of Cash Flows 104 Page Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 105 Item 9A. Controls and Procedures 105 Item 9B. Other Information 106 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 106 PART III
Stock Incentive Plans 100 Note 23. Segment Reporting 101 Note 24. Supplemental Information for the Consolidated Statements of Cash Flows 105 Page Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 106 Item 9A. Controls and Procedures 106 Item 9B. Other Information 107 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 107 PART III
Item 6. [Reserved] 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47 Item 8.
Item 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

119 edited+40 added−49 removed49 unchanged
Biggest changeTotal Net Sales and Revenue Years Ended December 31, Favorable/ (Unfavorable) Variance Due To 2024 2023 % Volume Mix Price Other (Dollars in billions) GMNA $ 157,509 $ 141,445 $ 16,064 11.4 % $ 12.8 $ 2.5 $ 0.7 $ — GMI 13,890 15,949 (2,059) (12.9) % $ (1.6) $ 0.4 $ 0.2 $ (1.1) Corporate 206 273 (67) (24.5) % $ — $ (0.1) Automotive 171,605 157,667 13,938 8.8 % $ 11.2 $ 2.9 $ 0.9 $ (1.1) Cruise 257 102 155 n.m. $ — $ 0.2 GM Financial 15,875 14,225 1,650 11.6 % $ 1.7 Eliminations/reclassifications (296) (151) (145) (96.0) % $ — $ (0.1) Total net sales and revenue $ 187,442 $ 171,842 $ 15,598 9.1 % $ 11.2 $ 2.9 $ 0.9 $ 0.6 __________ n.m. = not meaningful Refer to the regional sections of this MD&A for additional information on Volume, Mix, Price and Other. 29 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Automotive and Other Cost of Sales Years Ended December 31, Favorable/ (Unfavorable) Variance Due To 2024 2023 % Volume Mix Cost Other (Dollars in billions) GMNA $ 135,818 $ 123,577 $ (12,241) (9.9) % $ (8.9) $ (5.5) $ 2.2 $ 0.1 GMI 12,552 14,164 1,612 11.4 % $ 1.2 $ (0.3) $ (0.2) $ 0.8 Corporate 132 513 381 74.3 % $ — $ 0.4 $ — Cruise 2,566 3,088 522 16.9 % $ — $ 0.5 Eliminations (3) (12) (9) (75.0) % $ — $ — Total automotive and other cost of sales $ 151,065 $ 141,330 $ (9,735) (6.9) % $ (7.7) $ (5.8) $ 2.9 $ 0.9 The most significant element of our Automotive and other cost of sales is material cost, which makes up approximately two-thirds of the total amount.
Biggest changeRefer to the regional sections of this MD&A for additional information. 29 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Total Net Sales and Revenue Years Ended December 31, Favorable/ (Unfavorable) Variance Due To 2025 2024 % Volume Mix Price Other (Dollars in billions) GMNA $ 154,317 $ 157,509 $ (3,192) (2.0) % $ (7.0) $ 2.0 $ 1.4 $ 0.4 GMI 13,427 13,890 (463) (3.3) % $ (1.0) $ 0.5 $ 0.5 $ (0.4) Corporate 227 206 21 10.3 % $ — $ — Automotive 167,970 171,605 (3,635) (2.1) % $ (7.9) $ 2.5 $ 1.9 $ — Cruise 1 257 (256) (99.7) % $ (0.3) GM Financial 17,060 15,875 1,185 7.5 % $ 1.2 Eliminations/reclassifications (12) (296) 284 96.0 % $ — $ 0.3 Total net sales and revenue $ 185,019 $ 187,442 $ (2,422) (1.3) % $ (7.9) $ 2.5 $ 1.9 $ 1.2 Refer to the regional sections of this MD&A for additional information on Volume, Mix, Price, and Other.
These actions may include opportunistic payments to reduce our long-term obligations, as well as the possibility of acquisitions, dispositions and investments with joint venture partners, as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business.
These actions may include opportunistic payments to reduce our long-term obligations, and the possibility of acquisitions, dispositions, and investments with joint venture partners, as well as strategic alliances that we believe would generate significant advantages and substantially strengthen our business.
Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program: (1) grow our business at an average target return on invested capital-adjusted (ROIC-adjusted) rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18.0 billion; and (3) after the first two objectives are met, return available cash to shareholders.
Our material future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on the three objectives of our capital allocation program: (1) grow our business at an average target return on invested capital-adjusted (ROIC-adjusted) rate of 20% or greater; (2) maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18.0 billion; and (3) after the first two objectives are met, return available cash to stockholders.
Our financial performance in 2024 was driven by the strength of our vehicle portfolio including high margin full-size pickup trucks and SUVs, strong consumer demand for our products and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline.
Our financial performance in 2025 was driven by the strength of our vehicle portfolio, including high margin full-size pickup trucks and SUVs, strong consumer demand for our products, and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023 is incorporated by reference into this MD&A. Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 is incorporated by reference into this MD&A. Overview Our vision for the future is a world with zero crashes, zero emissions, and zero congestion.
GM Financial believes that the allowance is adequate to cover expected credit losses on the retail finance receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.
GM Financial believes that the allowance is adequate to cover expected credit losses on the retail finance receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that ultimate charge-off amounts will not exceed such estimates or that our credit loss assumptions will not increase.
If a decrease in residual values is concentrated among specific asset groups, the decrease could result in an immediate impairment charge. GM Financial reviewed the leased vehicle portfolio for indicators of impairment and determined that no material impairment indicators were present at December 31, 2024 or 2023.
If a decrease in residual values is concentrated among specific asset groups, the decrease could result in an immediate impairment charge. GM Financial reviewed the leased vehicle portfolio for indicators of impairment and determined that no material impairment indicators were present at December 31, 2025 or 2024.
Refer to the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A. Risk Factors for a discussion of these risks and uncertainties. The discussion of our financial condition and results of operations for the year ended December 31, 2022 included in Item 7.
Refer to the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A. Risk Factors for a discussion of these risks and uncertainties. The discussion of our financial condition and results of operations for the year ended December 31, 2023 included in Item 7.
While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. In December 2024, an investment policy study was completed for the U.S. pension plans.
While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. In December 2025, an investment policy study was completed for the U.S. pension plans.
These factors, which may be revised or supplemented in subsequent reports we file with the SEC, include, among others, the following: (1) our ability to deliver new products, services, technologies and customer experiences in response to increased competition and changing consumer needs and preferences; (2) our ability to attract and retain talented and highly skilled employees; (3) our ability to timely fund and introduce new and improved vehicle models, including EVs, that are able to attract a sufficient number of consumers; (4) our ability to profitably deliver a strategic portfolio of EVs; (5) our long-term strategy is dependent on consumer adoptions of EVs; (6) the success of our current line of ICE vehicles, particularly our full-size SUVs and full-size pickup trucks; (7) our highly competitive industry, which has been historically characterized by excess manufacturing capacity and the use of incentives, and the introduction of new and improved vehicle models by our competitors; (8) the unique technological, operational, regulatory and competitive risks related to our recently announced plans to refocus our AV strategy on personal vehicles; (9) risks associated with climate change, including increased regulation of GHG emissions, our transition to EVs and the potential increased impacts of severe weather events; (10) global automobile market sales volume, which can be volatile; (11) inflationary pressures and persistently high prices and uncertain availability of raw materials and commodities used by us and our suppliers, and instability in logistics and related costs; (12) our business in China, which is subject to unique operational, competitive, regulatory and economic risks; (13) the success of our ongoing strategic business relationships, particularly with respect to facilitating access to raw materials necessary for the production of EVs, and of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control; (14) the international scale and footprint of our operations, which expose us to a variety of unique political, economic, competitive and regulatory risks, including the risk of changes in government leadership and laws (including labor, trade, tax and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, changes in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S. and foreign countries' export controls and economic sanctions, differing labor regulations, requirements and union relationships, differing dealer and franchise regulations and relationships, difficulties in obtaining financing in foreign countries, and public health crises, including the occurrence of a contagious disease or illness; (15) any significant disruption, including any work stoppages, at any of our manufacturing facilities; (16) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules; (17) pandemics, epidemics, disease outbreaks and other public health crises; (18) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property 46 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES rights are not sufficient to prevent competitors from developing or selling those products or services; (19) our ability to manage risks related to security breaches, cyberattacks and other disruptions to our information technology systems and networked products, including connected vehicles; (20) our ability to manage security breaches and other disruptions to our in-vehicle systems; (21) our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data practices, including the collection, use, sharing and security of the personal information of our customers, employees or suppliers; (22) our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those relating to fuel economy, emissions and AVs; (23) costs and risks associated with litigation and government investigations; (24) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; (25) any additional tax expense or exposure or failure to fully realize available tax incentives; (26) our continued ability to develop captive financing capability through GM Financial; and (27) any significant increase in our pension funding requirements.
These factors, which may be revised or supplemented in subsequent reports we file with the SEC, include, among others, the following: (1) our ability to deliver new products, services, technologies, and customer experiences in response to increased competition and changing consumer needs and preferences; (2) our ability to attract and retain talented and highly skilled employees; (3) our ability to timely fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers; (4) our ability to profitably deliver a strategic portfolio of EVs; (5) adoption of EVs by consumers; (6) the success of our current line of ICE vehicles, particularly our full-size ICE SUVs and full-size ICE pickup trucks; (7) our highly competitive industry, which has been historically characterized by excess manufacturing capacity and the use of incentives, and the introduction of new and improved vehicle models by our competitors; (8) the unique technological, operational, regulatory, and competitive risks related to our refocused AV strategy on personal vehicles; (9) risks associated with climate change, including evolving regulation of GHG emissions, changing consumer preferences and demand, and the potential increased impacts of severe weather events; (10) global automobile market sales volume, which can be volatile; (11) inflationary pressures and persistently high prices and uncertain availability of commodities, raw materials, and other inputs used by us and our suppliers, and instability in logistics and related costs; (12) our business in China, which is subject to unique operational, competitive, regulatory, and economic risks; (13) the success of our ongoing strategic business relationships, particularly with respect to facilitating access to raw materials necessary for the production of EVs, and of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control; (14) the international scale and footprint of our operations, which expose us to a variety of unique political, economic, competitive, and regulatory risks, including the risk of changes in government leadership and laws (including labor, trade, tax, and other laws), political uncertainty or instability and economic tensions between governments and changes in international trade policies, new barriers to entry and changes to or withdrawals from free trade agreements, introduction of new tariffs or changes to announced tariffs directly and indirectly applicable to our industry, changes in foreign exchange rates and interest rates, economic downturns in the countries in which we operate, differing local product preferences and product requirements, changes to and compliance with U.S. and foreign countries' export controls and economic sanctions, differing labor regulations, requirements, and union relationships, differing dealer and franchise regulations and relationships, difficulties in obtaining financing in foreign countries, and public health crises, including the occurrence of a contagious disease or illness; (15) any significant disruption, including any work stoppages, at any of our manufacturing facilities; (16) the ability of our suppliers to deliver parts, systems, components, and raw materials without disruption and at such times to allow us to meet production schedules; (17) pandemics, epidemics, disease outbreaks, and other public health crises; (18) the possibility that competitors may independently develop products and services similar to ours, or that our intellectual property rights are not sufficient to prevent 46 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES competitors from developing or selling those products or services; (19) our ability to manage risks related to security breaches, cyberattacks, and other disruptions to our information technology systems and networked products, including connected vehicles; (20) our ability to manage security breaches and other disruptions to our in-vehicle systems; (21) our ability to comply with increasingly complex, restrictive, and punitive regulations relating to our enterprise data practices, including the collection, use, sharing, and security of the personal information of our customers, employees, or suppliers; (22) our ability to comply with extensive laws, regulations, and policies applicable to our industry, operations, and products, including those in the Act and/or relating to fuel economy, emissions, and AVs; (23) costs and risks associated with litigation, governmental investigations, and other proceedings; (24) the costs and effect on our reputation of product safety recalls and alleged defects in products and services; (25) any additional tax expense or exposure or failure to fully realize available tax incentives; (26) our continued ability to develop captive financing capability through GM Financial; and (27) any significant increase in our pension funding requirements.
A change in any of these factors affecting the estimate could have a significant effect on recorded sales incentives. A 10% increase in the cost of incentives would increase the sales incentive liability by approximately $0.4 billion.
A change in any of these factors affecting the estimate could have a significant effect on recorded sales incentives. A 10% increase in the cost of incentives would increase the sales incentive liability by approximately $0.3 billion.
For a further discussion of these and other risks and uncertainties, refer to Part I, Item 1A. Risk Factors. We caution readers not to place undue reliance on forward-looking statements.
For a further discussion of these and other risks and uncertainties, refer to Part 1, Item 1A. Risk Factors. We caution readers not to place undue reliance on forward-looking statements.
We face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of these challenges.
We face continuing market, operating, and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policy, automotive industry supply chains, and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of these challenges.
Changes in our current estimates, due to unanticipated market conditions, governmental legislative actions or events, could have a material effect on our ability to utilize deferred tax assets. At December 31, 2024, valuation allowances against deferred tax assets were $6.5 billion. Refer to Note 17 to our consolidated financial statements for additional information on the composition of these valuation allowances.
Changes in our current estimates, due to unanticipated market conditions, governmental legislative actions, or events, could have a material effect on our ability to utilize deferred tax assets. At December 31, 2025, valuation allowances against deferred tax assets were $6.8 billion. Refer to Note 17 to our consolidated financial statements for additional information on the composition of these valuation allowances.
We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by ROIC-adjusted average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of finance leases; average automotive net pension and OPEB liabilities; and average automotive net income tax assets during the same period.
We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by ROIC-adjusted average net assets, which is the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of finance leases; average automotive net pension and OPEB liabilities; and average automotive net income tax assets during the same period.
(b) These adjustments were excluded because they relate to restructuring charges resulting from the plan to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, the indefinite delay of the Cruise Origin and the voluntarily pausing in 2023 of Cruise's driverless, supervised and manual AV operations in the U.S.
(d) These adjustments were excluded because they relate to restructuring charges resulting from the plan to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, the indefinite delay of the Cruise Origin, and the voluntary pausing in 2023 of Cruise's driverless, supervised, and manual AV operations in the U.S.
GM Financial's penetration of our retail sales in the U.S. was 39% in the year ended December 31, 2024 and 42% in the corresponding period in 2023. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.
GM Financial's penetration of our retail sales in the U.S. was 33% in the year ended December 31, 2025 and 39% in the corresponding period in 2024. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.
Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise.
Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive, and Automotive Cruise related cash expenditures.
Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $10.0 billion to $11.0 billion in 2025; (2) payments for engineering and product development activities , including the development of AV technology and software-enabled services; (3) payments associated with previously announced vehicle recalls and any other recall-related contingencies; (4) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (5) dividend payments on our common stock that are declared by our Board of Directors; (6) payments to purchase shares of our 33 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES common stock authorized by our Board of Directors; and (7) payments of emissions-related regulatory compliance costs.
Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in our battery cell manufacturing joint ventures of approximately $10.0 billion to $12.0 billion in 2026; (2) payments for engineering and product development activities , including the development of AV technology and software-enabled services; (3) payments associated with previously announced warranty claims, vehicle recalls, and any other recall-related contingencies; 33 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES (4) payments to service debt and other long-term obligations, including discretionary and mandatory contributions to our pension plans; (5) dividend payments on our common stock that are declared by our Board of Directors; (6) payments to purchase shares of our common stock authorized by our Board of Directors; and (7) if the current regulations in the U.S. are not amended, payments of emissions-related regulatory compliance costs.
The following table reconciles expected Net income attributable to stockholders under U.S. generally accepted accounting principles (GAAP) to expected EBIT-adjusted (dollars in billions): Year Ending December 31, 2025 Net income attributable to stockholders $ 11.2-12.5 Income tax expense 2.5-3.2 Automotive interest income, net (0.0) EBIT-adjusted(a) $ 13.7-15.7 __________ (a) We do not consider the potential future impact of adjustments on our expected financial results.
The following table reconciles expected Net income attributable to stockholders under U.S. generally accepted accounting principles (GAAP) to expected EBIT-adjusted (dollars in billions): Year Ending December 31, 2026 Net income attributable to stockholders $ 10.3-11.7 Income tax expense 2.6-3.2 Automotive interest expense, net 0.1 EBIT-adjusted(a) $ 13.0-15.0 __________ (a) We do not consider the potential future impact of adjustments on our expected financial results.
Years Ended December 31, 2024 vs. 2023 Change 2024 2023 2022 Financing Activities Net proceeds (payments) from short-term debt $ (0.7) $ (1.5) $ (1.4) $ 0.8 Issuance of senior notes — — 2.3 — Other(a) (7.8) (12.1) (3.3) 4.3 Net automotive cash provided by (used in) financing activities $ (8.5) $ (13.6) $ (2.5) $ 5.1 __________ (a) Includes $7.1 billion, $1.1 billion and $2.5 billion for payments to purchase common stock in the years ended December 31, 2024, 2023 and 2022; $0.5 billion for dividends paid in the years ended December 31, 2024 and 2023; $0.3 billion for dividends paid in the year ended December 31, 2022; and $10.0 billion in connection with the ASR in the year ended December 31, 2023.
Years Ended December 31, 2025 vs. 2024 Change 2025 2024 2023 Financing Activities Net proceeds (payments) from short-term debt $ (1.8) $ (0.7) $ (1.5) $ (1.1) Issuance of senior notes 2.0 — — 2.0 Other(a) (6.7) (7.8) (12.1) 1.1 Net automotive cash provided by (used in) financing activities $ (6.4) $ (8.5) $ (13.6) $ 2.1 __________ (a) Includes $(4.0) billion, $(7.1) billion, and $(1.1) billion for payments to purchase common stock in the years ended December 31, 2025, 2024, and 2023; $(2.0) billion and $(10.0) billion in payments related to the ASR programs in the years ended December 31, 2025 and 2023; and $(0.5) billion for dividends paid in the years ended December 31, 2025, 2024, and 2023.
The following table summarizes the calculation of ROE (dollars in billions): Years Ended December 31, 2024 2023 2022 Net income attributable to stockholders $ 6.0 $ 10.1 $ 9.9 Average equity(a) $ 68.9 $ 72.0 $ 66.6 ROE 8.7 % 14.1 % 14.9 % __________ (a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income attributable to stockholders. 45 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table summarizes the calculation of ROIC-adjusted (dollars in billions): Years Ended December 31, 2024 2023 2022 EBIT-adjusted(a) $ 14.9 $ 12.4 $ 14.5 Average equity(b) $ 68.9 $ 72.0 $ 66.6 Add: Average automotive debt and interest liabilities (excluding finance leases) 16.1 16.2 17.6 Add: Average automotive net pension and OPEB liability 9.4 8.1 9.4 Less: Average automotive net income tax asset (22.7) (21.1) (21.2) ROIC-adjusted average net assets $ 71.8 $ 75.2 $ 72.3 ROIC-adjusted 20.8 % 16.4 % 20.0 % __________ (a) Refer to the reconciliation of Net income attributable to stockholders under U.S.
The following table summarizes the calculation of ROE (dollars in billions): Years Ended December 31, 2025 2024 2023 Net income attributable to stockholders $ 2.7 $ 6.0 $ 10.1 Average equity(a) $ 64.6 $ 68.9 $ 72.0 ROE 4.2 % 8.7 % 14.1 % __________ (a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income attributable to stockholders. 45 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table summarizes the calculation of ROIC-adjusted (dollars in billions): Years Ended December 31, 2025 2024 2023 EBIT-adjusted(a) $ 12.7 $ 14.9 $ 12.4 Average equity(b) $ 64.6 $ 68.9 $ 72.0 Add: Average automotive debt and interest liabilities (excluding finance leases) 16.2 16.1 16.2 Add: Average automotive net pension and OPEB liability 8.5 9.4 8.1 Less: Average automotive net income tax asset (23.2) (22.7) (21.1) ROIC-adjusted average net assets $ 66.0 $ 71.8 $ 75.2 ROIC-adjusted 19.3 % 20.8 % 16.4 % __________ (a) Refer to the reconciliation of Net income (loss) attributable to stockholders to EBIT-adjusted within this section of MD&A.
As a result, the weighted-average long-term rate of Return on Assets (ROA) increased to 6.5% at December 31, 2024 from 6.3% at December 31, 2023. The expected long-term rate of return on plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. plans.
As a result, the weighted-average long-term rate of Return on Assets (ROA) decreased to 6.0% at December 31, 2025 from 6.5% at December 31, 2024. The expected long-term rate of return on plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. plans.
GM Financial's prime loan originations as a percentage of total loan originations in North America was 81% in the year ended December 31, 2024 and 82% in the corresponding period in 2023.
GM Financial's prime loan originations as a percentage of total loan originations in North America was 80% in the year ended December 31, 2025 and 81% in the corresponding period in 2024.
We have used, and will continue to use, other methods including intercompany loans to utilize these funds across our global operations as needed. 34 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Our cash equivalents and marketable debt securities balances are primarily denominated in U.S. dollars and include investments in U.S. government and agency obligations, foreign government securities, time deposits, corporate debt securities and mortgage and asset-backed securities.
We have used, and will continue to use, other methods, including intercompany loans to utilize these funds across our global operations as needed. Our cash equivalents and marketable debt securities balances are primarily denominated in U.S. dollars and include investments in U.S. Government and agency obligations, foreign government securities, time deposits, corporate debt securities, and mortgage and asset-backed securities.
We will adapt to customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, personal AV technology, software-enabled services and other new business opportunities. To support strong margins and cash flow during this transition, we are strengthening our market position in profitable ICE vehicles, such as trucks and SUVs.
We will adapt to customer preferences while executing our growth-focused strategy to invest in ICE vehicles, EVs, hybrids, personal AV technology, software-enabled services, and other new business opportunities. To support strong margins and cash flow, we continue to strengthen our market position in profitable ICE vehicles, such as trucks and SUVs.
Subsequent adjustments to incentive estimates are possible as facts and circumstances change over time, which could affect the revenue previously recognized in Automotive net sales and revenue. GM Financial Allowance for Loan Losses The GM Financial retail finance receivables portfolio consists of smaller-balance, homogeneous loans that are carried at amortized cost, net of allowance for loan losses.
Subsequent adjustments to incentive estimates are possible as facts and circumstances change over time, which could affect the revenue previously recognized in Automotive net sales and revenue. 39 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES GM Financial Allowance for Loan Losses The GM Financial retail finance receivables portfolio consists of smaller-balance, homogeneous loans that are carried at amortized cost basis, net of allowance for loan losses.
ETR-adjusted is calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and the income tax adjustments noted above for EPS-diluted-adjusted divided by Income before income taxes less adjustments. When we provide an expected adjusted effective tax rate, we do not provide an expected effective tax rate because the U.S.
ETR-adjusted is calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and the income tax adjustments noted above for EPS-diluted-adjusted divided by Income before income taxes less adjustments. When we provide an expected adjusted effective tax rate, we cannot provide an expected effective tax rate without unreasonable efforts because the U.S.
For the year ended December 31, 2024, our effective tax rate-adjusted (ETR-adjusted) was 20.1%. We expect our adjusted effective tax rate to be between 18% and 20% for the year ending December 31, 2025. Refer to Note 17 to our consolidated financial statements for additional information related to Income tax expense.
For the year ended December 31, 2025, our effective tax rate was 10.8% and our effective tax rate-adjusted (ETR-adjusted) was 18.9%. We expect our ETR-adjusted to be between 20% and 21% for the year ending December 31, 2026. Refer to Note 17 to our consolidated financial statements for additional information related to Income tax expense.
(b) Includes $8.2 billion, $4.8 billion and $6.7 billion in the years ended December 31, 2024, 2023 and 2022 which are eliminated within the consolidated statements of cash flows.
(b) Includes $(1.2) billion, $8.2 billion, and $4.8 billion in the years ended December 31, 2025, 2024, and 2023, which are eliminated within the consolidated statements of cash flows.
(b) Includes $1.8 billion in the years ended December 31, 2024 and 2023 and $1.7 billion in the year ended December 31, 2022 for dividends to GM which are eliminated within the consolidated statements of cash flows.
(b) Includes $(1.5) billion i n the year ended December 31, 2025 and $(1.8) billion in the years ended December 31, 2024 and 2023 for dividends to GM, which are eliminated within the consolidated statements of cash flows.
Amounts eliminated primarily relate to purchases of, and collections on, wholesale finance receivables provided by GM Financial to our dealers and dividends issued by GM Financial to us. 36 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, 2024 vs. 2023 Change 2024 2023 2022 Investing Activities Capital expenditures $ (10.7) $ (10.7) $ (9.0) $ — Acquisitions and liquidations of marketable securities, net 0.3 3.5 (3.9) (3.2) Other(a) (2.4) (1.5) (4.5) (0.9) Net automotive cash provided by (used in) investing activities(b) $ (12.8) $ (8.7) $ (17.5) $ (4.1) __________ (a) Includes $1.3 billion, $0.5 billion and $2.4 billion of GM's investment in Cruise in the years ended December 31, 2024, 2023 and 2022, which is inclusive of a $0.9 billion convertible note issued by Cruise to us in the year ended December 31, 2024; $0.7 billion of GM's investment in Ultium Cells Holdings LLC in the years ended December 31, 2024 and 2023 and $0.8 billion of GM's investment in Ultium Cells Holdings LLC in the year ended December 31, 2022; $0.3 billion of GM's investment in Lithium Americas in the years ended December 31, 2024 and 2023; $0.1 billion and $2.1 billion for the purchase of Cruise common and preferred shares from noncontrolling shareholders in the years ended December 31, 2024 and 2022; and $0.9 billion related to the sale of Stellantis N.V.
Amounts eliminated primarily relate to purchases of, and collections on, wholesale finance receivables provided by GM Financial to our dealers and dividends issued by GM Financial to us. 36 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, 2025 vs. 2024 Change 2025 2024 2023 Investing Activities Capital expenditures $ (9.2) $ (10.7) $ (10.7) $ 1.5 Acquisitions and liquidations of marketable securities, net 0.7 0.3 3.5 0.4 Other(a) (3.2) (2.4) (1.5) (0.8) Net automotive cash provided by (used in) investing activities(b) $ (11.8) $ (12.8) $ (8.7) $ 1.1 __________ (a) Includes $(1.8) billion term loan to and $0.4 billion loan repayments from Ultium Cells LLC, $(1.1) billion funding to wind down Cruise robotaxi operations, and $(0.8) billion investment in nonconsolidated affiliates in the year ended December 31, 2025; $(1.3) billion and $(0.5) billion investment in Cruise in the years ended December 31, 2024 and 2023, which is inclusive of a $(0.9) billion convertible note issued by Cruise to us in the year ended December 31, 2024; $(0.7) billion investment in Ultium Cells Holdings LLC in the years ended December 31, 2024, and 2023; $(0.3) billion investment in Lithium Americas in the years ended December 31, 2024 and 2023; and $(0.1) billion for the purchase of Cruise common and preferred shares from noncontrolling shareholders in the year ended December 31, 2024.
Realization of the residual values is dependent on GM Financial's future ability to market the vehicles under prevailing market conditions. At December 31, 2024, the estimated residual value of GM Financial's leased vehicles was $23.5 billion.
Realization of the residual values is dependent on GM Financial's future ability to market the vehicles under prevailing market conditions. At December 31, 2025, the estimated residual value of GM Financial's leased vehicles was $25.0 billion.
In the year ended December 31, 2024, we recognized equity losses of $4.4 billion driven primarily by impairment and restructuring charges of $4.1 billion for certain of our Automotive China JVs. Refer to Note 8 to our consolidated financial statements for additional information.
In the year ended December 31, 2025, we recognized equity losses of $0.3 billion driven primarily by impairment and restructuring charges of $0.6 billion recorded by certain of our Automotive China JVs. Refer to Note 8 to our consolidated financial statements for additional information.
GMNA EBIT-Adjusted The most significant factors that influence profitability are industry volume and market share. While not as significant as industry volume and market share, another factor affecting profitability is the relative mix of vehicles sold. Trucks, crossovers and cars sold currently have a variable profit of approximately 160%, 40% and 50% of our GMNA portfolio on a weighted-average basis.
While not as significant as industry volume and market share, another factor affecting profitability is the relative mix of vehicles sold. Trucks, crossovers, and cars sold currently have a variable profit of approximately 160%, 40%, and 60% of our GMNA portfolio on a weighted-average basis.
For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item.
For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP 42 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES measure in any future periods in which there is an impact from the item.
Our total vehicle sales in the U.S., our largest market in North America, were 2.7 million units for a market share of 16.5% in the year ended December 31, 2024, representing an increase of 0.3 percentage points compared to the corresponding period in 2023.
Our total vehicle sales in the U.S., our largest market in North America, were 2.9 million units for a market share of 17.2% in the year ended December 31, 2025, representing an increase of 0.6 percentage points compared to the corresponding period in 2024.
In the year ended December 31, 2024, GM Financial's revenue consisted of leased vehicle income of 46%, retail finance charge income of 40% and commercial finance charge income of 8%. GM Financial's leasing program is exposed to residual values, which are heavily dependent on used vehicle prices.
In the year ended December 31, 2025, GM Financial's revenue consisted of leased vehicle income of 46%, retail finance charge income of 41%, and commercial finance charge income of 7%. Through its leasing program GM Financial is exposed to residual values, which are heavily dependent on used vehicle prices.
GM Financial Cash Flow (Dollars in billions) Years Ended December 31, 2024 vs. 2023 Change 2024 2023 2022 Net cash provided by (used in) operating activities $ 6.4 $ 6.7 $ 5.5 $ (0.3) Net cash provided by (used in) investing activities(a) $ (15.4) $ (10.9) $ (10.0) $ (4.5) Net cash provided by (used in) financing activities(b) $ 8.9 $ 5.7 $ 4.0 $ 3.2 __________ (a) Includes $6.4 billion, $3.0 billion and $5.0 billion in the years ended December 31, 2024, 2023 and 2022 for purchases of, and collections on, wholesale finance receivables from GM which are eliminated within the consolidated statements of cash flows.
GM Financial Cash Flow (Dollars in billions) Years Ended December 31, 2025 vs. 2024 Change 2025 2024 2023 Net cash provided by (used in) operating activities $ 8.0 $ 6.4 $ 6.7 $ 1.5 Net cash provided by (used in) investing activities(a) $ (2.5) $ (15.4) $ (10.9) $ 12.9 Net cash provided by (used in) financing activities(b) $ (4.6) $ 8.9 $ 5.7 $ (13.5) __________ (a) Includes $3.0 billion in the year ended December 31, 2025 driven primarily by purchases of, and collections on, wholesale finance receivables and collection of intercompany loans to Cruise; and $(6.4) billion and $(3.0) billion in the years ended December 31, 2024 and 2023 driven primarily by purchases of, and collections on, wholesale finance receivables, which are eliminated within the consolidated statements of cash flows.
For the year ended December 31, 2023, net automotive cash provided by operating activities under U.S. GAAP was $20.8 billion, capital expenditures were $10.7 billion and adjustments for management actions were $1.5 billion. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.
For the year ended December 31, 2024, net automotive cash provided by operating activities was $23.9 billion, capital expenditures were $10.7 billion, and adjustments for management actions were $0.8 billion. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.
Our total vehicle sales in China were 1.8 million units resulting in a market share of 6.9% in the year ended December 31, 2024, representing a decrease of 1.5 percentage points compared to the corresponding period in 2023.
Our total vehicle sales outside of China were 0.9 million units for a market share of 3.5% in the year ended December 31, 2025, representing a decrease of 0.1 percentage points compared to the corresponding period in 2024.
GM Financial incorporates its outlook on forecast recovery rates and overall economic performance in its allowance estimate. Each 5% relative decrease/increase in the forecast recovery rates would increase/decrease the allowance for loan losses by $0.1 billion.
Each 5% relative decrease/increase in the forecast recovery rates would increase/decrease the allowance for loan losses by $0.1 billion. GM Financial also incorporates its outlook on overall economic performance, based on weightings applied to several scenarios, in its retail allowance estimate.
For these reasons, we believe these non-GAAP measures are useful for our investors. 42 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES EBIT-adjusted (Most comparable GAAP measure: Net income attributable to stockholders) EBIT-adjusted is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations.
EBIT-adjusted (Most comparable GAAP measure: Net income attributable to stockholders) EBIT-adjusted is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense, and income taxes as well as certain additional adjustments that are not considered part of our core operations.
GMNA Industry sales in North America were 20.3 million units in the year ended December 31, 2024, representing an increase of 3.5% compared to the corresponding period in 2023. U.S. industry sales were 16.4 million units in the year ended December 31, 2024, representing an increase of 2.3% compared to the corresponding period in 2023.
GMNA Industry sales in North America were 20.7 million units in the year ended December 31, 2025, representing an increase of 2.0% compared to the corresponding period in 2024. U.S. industry sales were 16.6 million units in the year ended December 31, 2025, representing an increase of 1.7% compared to the corresponding period in 2024.
Gains on terminations of leased vehicles of $0.8 billion and $0.9 billion were included in GM Financial interest, operating and other expenses in the years ended December 31, 2024 and 2023. The decrease in gains is primarily due to fewer terminated leases in 2024 compared to 2023.
Gains on terminations of leased vehicles of $0.6 billion and $0.8 billion were included in GM Financial interest, operating, and other expenses in the years ended December 31, 2025 and 2024. The decrease in gains is primarily due to a decrease in the average gain on the sale of leased vehicles as well as fewer terminated leases in 2025.
Critical Accounting Estimates The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the periods presented.
GAAP, which requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented.
We plan to execute our strategy 26 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.
We plan to execute our strategy with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.
These arrangements could have a short-term adverse impact on our cash and increase our inventory. Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A. Risk Factors, some of which are outside of our control.
Our liquidity plans are subject to a number of risks and uncertainties, including those described in the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A. Risk Factors, some of which are outside of our control.
Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. For the year ended December 31, 2024, net automotive cash provided by operating activities under U.S. GAAP was $23.9 billion, capital expenditures were $10.7 billion and adjustments for management actions were $0.8 billion.
Adjusted Automotive Free Cash Flow We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital expenditures adjusted for management actions. For the year ended December 31, 2025, net automotive cash provided by operating activities was $18.7 billion, capital expenditures were $9.2 billion, and adjustments for management actions were $1.1 billion.
GM Financial did not have borrowings outstanding against any of these facilities at December 31, 2024 and 2023. We had intercompany loans from GM Financial of $0.3 billion and $0.2 billion at December 31, 2024 and 2023, which primarily consisted of commercial loans to dealers we consolidate.
If available capacity permits, GM Financial has access to our automotive credit facilities. GM Financial did not have borrowings outstanding against any of these facilities at December 31, 2025 and 2024. We had intercompany loans from GM Financial of $0.4 billion and $0.3 billion at December 31, 2025 and 2024, which primarily consisted of commercial loans to dealers we consolidate.
Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans.
Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.
The vehicle sales of our Automotive China JVs are not recorded in Total net sales and revenue. The results of our joint ventures are recorded in Equity income (loss), which is included in EBIT-adjusted above.
Refer to the "Overview – GMI" section of this MD&A for discussion of these adjustments. The vehicle sales of our Automotive China JVs are not recorded in Total net sales and revenue. The results of our joint ventures are recorded in Equity income (loss), which is included in EBIT-adjusted above.
Examples of income tax adjustments include the establishment or release of significant deferred tax asset valuation allowances. ETR-adjusted (Most comparable GAAP measure: Effective tax rate) ETR-adjusted is used by management and can be used by investors to review the consolidated effective tax rate for our core operations on a consistent basis.
ETR-adjusted (Most comparable GAAP measure: Effective tax rate) ETR-adjusted is used by management and can be used by investors to review the consolidated effective tax rate for our core operations on a consistent basis.
GMI Industry sales in China were 26.6 million units in the year ended December 31, 2024, representing an increase of 6.4% compared to the corresponding period in 2023.
GMI Industry sales in China were 26.4 million units in the year ended December 31, 2025, remaining flat compared to the corresponding period in 2024.
There may be numerous types of incentives available at any particular time. Incentive programs are generally specific to brand, model or sales region and are for specified time periods, which may be extended.
Incentive programs are generally specific to brand, model, or sales region and are for specified time periods, which may be extended.
Forward-Looking Statements This report and the other reports filed by us with the SEC from time to time, as well as statements incorporated by reference herein and related comments by our management, may include "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact.
(b) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted. Forward-Looking Statements This report and the other reports filed by us with the SEC from time to time, as well as statements incorporated by reference herein and related comments by our management, may include "forward-looking statements" within the meaning of the U.S. federal securities laws.
(Stellantis) common shares, excluding dividends received and tax withholding, in the year ended December 31, 2022. (b) The investments in Cruise are eliminated within the consolidated statements of cash flows. The redemption of Cruise common and preferred shares from noncontrolling shareholders in 2024 and 2022 are reclassified to financing activities within the consolidated statements of cash flows.
(b) The investments in Cruise are eliminated within the consolidated statements of cash flows. The redemption of Cruise common and preferred shares from noncontrolling shareholders in 2025 and 2024 are reclassified to financing activities within the consolidated statements of cash flows.
Plans(a) Effect on 2025 Pension Expense Effect on December 31, 2024 PBO Effect on 2025 Pension Expense Effect on December 31, 2024 PBO 25 basis point decrease in discount rate -$50 +$767 -$4 +$256 25 basis point increase in discount rate +$47 -$741 +$7 -$245 25 basis point decrease in expected rate of ROA +$99 N/A +$23 N/A 25 basis point increase in expected rate of ROA -$99 N/A -$23 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.
Plans(a) Effect on 2026 Pension Expense Effect on December 31, 2025 PBO Effect on 2026 Pension Expense Effect on December 31, 2025 PBO 25 basis point decrease in discount rate -$53 +$737 +$2 +$251 25 basis point increase in discount rate +$51 -$712 -$2 -$241 25 basis point decrease in expected rate of ROA +$94 N/A +$23 N/A 25 basis point increase in expected rate of ROA -$94 N/A -$23 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.
These charges primarily relate to anticipated headcount reductions and impairments of real estate lease assets and certain intangible assets. Automotive Financing - GM Financial Summary and Outlook We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales throughout various economic cycles.
Automotive Financing - GM Financial Summary and Outlook We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings, and help support our sales throughout various economic cycles.
Each leased asset in the portfolio represents a vehicle that GM Financial owns and has leased to a customer. At the inception of a lease, an estimate is made of the expected residual value for the vehicle at the end of the lease term, which typically ranges from one to five years.
At the inception of a lease, an estimate is made of the expected residual value for the vehicle at the end of the lease term, which typically ranges from one to five years.
(c) In the year ended December 31, 2023, the adjustment consists of tax benefit related to the release of a valuation allowance against deferred tax assets considered realizable in Korea.
(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, 2023, the adjustment consists of tax benefit related to the release of a valuation allowance against deferred tax assets considered realizable in Korea.
The following table illustrates the effect of a 1% relative change in the estimated residual values at December 31, 2024, which could increase or decrease depreciation expense over the remaining term of the leased vehicle portfolio, holding all other assumptions constant (dollars in millions): Impact to Depreciation Expense 2025 $ 158 2026 60 2027 16 2028 and thereafter 1 Total $ 235 Changes to residual values are rarely simultaneous across all maturities and segments, and also may impact return rates.
Alternatively, if used vehicle prices outperform GM Financial's latest estimates, it may record gains on sales of off-lease vehicles and/or decreased depreciation expense. 40 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table illustrates the effect of a 1% relative change in the estimated residual values at December 31, 2025, which could increase or decrease depreciation expense over the remaining term of the leased vehicle portfolio, holding all other assumptions constant (dollars in millions): Impact to Depreciation Expense 2026 $ 174 2027 60 2028 15 2029 and thereafter 1 Total $ 250 Changes to residual values are rarely simultaneous across all maturities and segments, and also may impact return rates.
Upon settlement in December 2024, we recorded an insignificant early extinguishment of debt loss. GM Financial's Board of Directors declared and paid dividends on its common stock of $1.8 billion in the years ended December 31, 2024 and 2023 and $1.7 billion in the year ended December 31, 2022.
GM Financial's Board of Directors declared and paid dividends on its common stock of $1.5 billion in the year ended December 31, 2025 and $1.8 billion in the years ended December 31, 2024 and 2023.
Automotive and Other Selling, General and Administrative Expense Years Ended December 31, Year Ended 2024 vs. 2023 Change 2024 2023 2022 Favorable/ (Unfavorable) % Automotive and other selling, general and administrative expense $ 10,621 $ 9,840 $ 10,667 $ (781) (7.9) % In the year ended December 31, 2024, Automotive and other selling, general and administrative expense increased primarily due to: (1) increased charges of $0.4 billion related to strategic activities to transition certain Buick dealerships; and (2) increased advertising, selling and administrative costs of $0.3 billion. 30 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Interest Income and Other Non-operating Income, net Years Ended December 31, Year Ended 2024 vs. 2023 Change 2024 2023 2022 Favorable/ (Unfavorable) % Interest income and other non-operating income, net $ 1,257 $ 1,537 $ 1,432 $ (280) (18.2) % In the year ended December 31, 2024, Interest income and other non-operating income, net decreased primarily due to several insignificant items.
In the year ended December 31, 2025, favorable Other was primarily due to net foreign currency changes in the Mexican peso. 30 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES Automotive and Other Selling, General, and Administrative Expense Years Ended December 31, Year Ended 2025 vs. 2024 Change 2025 2024 2023 Favorable/ (Unfavorable) % Automotive and other selling, general, and administrative expense $ 8,687 $ 10,621 $ 9,840 $ 1,934 18.2 % In the year ended December 31, 2025, Automotive and other selling, general, and administrative expense decreased primarily due to: (1) the absence of charges related to strategic activities to transition certain Buick dealerships of $1.0 billion; and (2) decreased advertising, selling, and administrative costs of $0.9 billion.
GMI Total Net Sales and Revenue In the year ended December 31, 2024, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes in South America, in Asia/Pacific and in the Middle East primarily due to decreased sales of passenger cars and crossover vehicles, partially offset by higher sales of trucks; and (2) unfavorable Other primarily due to the foreign currency effect resulting from the weakening of the Brazilian real and Egyptian pound against the U.S. dollar and decreased components sales; partially offset by (3) favorable Mix primarily in Brazil and in the Middle East; and (4) favorable pricing across multiple vehicle lines in the Middle East and in Brazil.
GMI Total Net Sales and Revenue In the year ended December 31, 2025, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes in Brazil, Korea, and Ecuador due to decreased sales of passenger cars and crossover vehicles, partially offset by increased wholesale volumes in Argentina and Egypt; and (2) unfavorable Other primarily due to net foreign currency changes in the Argentine peso, Brazilian real, and Egyptian pound; partially offset by (3) favorable Mix primarily in Brazil, partially offset by the Middle East and Egypt; and (4) favorable Price across multiple vehicle lines in Argentina, Brazil, and the Middle East.
(e) These adjustments were excluded because they relate to the wind down of our manufacturing operations in Colombia and Ecuador. (f) These adjustments were excluded because they relate to the GM headquarters relocation, primarily consisting of accelerated depreciation.
(f) T hese adjustments were excluded because they primarily relate to the wind down of our manufacturing operations in Colombia and Ecuador and an asset sale resulting from our strategic decision in 2020 to exit India . (g) These adjustments were excluded because they relate to the GM headquarters relocation, primarily consisting of accelerated depreciation and other relocation expenditures.
The following table summarizes our Automotive available liquidity (dollars in billions): December 31, 2024 December 31, 2023 Automotive cash and cash equivalents $ 14.5 $ 12.2 Marketable debt securities 7.3 7.6 Automotive cash, cash equivalents and marketable debt securities 21.7 19.8 Available under credit facilities(a) 13.8 16.4 Total Automotive available liquidity $ 35.5 $ 36.3 __________ (a) We had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at December 31, 2024 and 2023. 35 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table summarizes the changes in our Automotive available liquidity (dollars in billions): Year Ended December 31, 2024 Operating cash flow $ 23.9 Capital expenditures (10.7) Dividends paid and payments to purchase common stock (7.6) GM investment in Cruise (1.3) Payment of senior unsecured note (0.8) Investment in Ultium Cells Holdings LLC (0.7) Investment in Lithium Americas (0.3) Other non-operating (0.7) Decrease in available credit facilities (2.7) Total change in automotive available liquidity $ (0.8) Automotive Cash Flow (Dollars in billions) Years Ended December 31, 2024 vs. 2023 Change 2024 2023 2022 Operating Activities Net income $ 6.6 $ 10.1 $ 8.5 $ (3.5) Depreciation, amortization and impairment charges 6.5 6.8 6.3 (0.3) Pension and OPEB activities (1.4) (1.0) (2.0) (0.4) Working capital 1.5 (0.4) 0.5 1.9 Accrued and other liabilities and income taxes 6.3 4.1 3.1 2.2 Other(a) 4.4 1.2 2.7 3.2 Net automotive cash provided by (used in) operating activities(b) $ 23.9 $ 20.8 $ 19.1 $ 3.1 __________ (a) Includes $4.1 billion for the Automotive China JVs impairment and restructuring-related equity losses in the year ended December 31, 2024; $1.8 billion in dividends received from GM Financial in the years ended December 31, 2024 and 2023 and $1.7 billion in dividends received from GM Financial in the year ended December 31, 2022; partially offset by non-cash changes in other assets and liabilities.
The following table summarizes the changes in our Automotive available liquidity (dollars in billions): Year Ended December 31, 2025 Operating cash flow $ 18.7 Capital expenditures (9.2) ASR program, shares repurchased, and dividends paid (6.6) Issuance of senior unsecured notes 2.0 Payment of senior unsecured notes (1.8) Loan to Ultium Cells LLC, net (1.4) Cruise robotaxi operations wind down (1.1) Investment in nonconsolidated affiliates (0.8) Increase in available credit facilities 0.1 Other non-operating 0.2 Total change in automotive available liquidity $ 0.1 Automotive Cash Flow (Dollars in billions) Years Ended December 31, 2025 vs. 2024 Change 2025 2024 2023 Operating Activities Net income $ 1.1 $ 6.6 $ 10.1 $ (5.6) Depreciation, amortization, and impairment charges 9.6 6.5 6.8 3.0 Pension and OPEB activities (0.5) (1.4) (1.0) 0.9 Working capital (1.2) 1.5 (0.4) (2.7) Accrued and other liabilities and income taxes 5.2 6.3 4.1 (1.1) Other(a) 4.6 4.4 1.2 0.2 Net automotive cash provided by (used in) operating activities(b) $ 18.7 $ 23.9 $ 20.8 $ (5.2) __________ (a) Includes $1.8 billion in dividends received from our nonconsolidated affiliates in the year ended December 31, 2025; $1.5 billion in dividends received from GM Financial in the year ended December 31, 2025 and $1.8 billion in dividends received from GM Financial in the years ended December 31, 2024, and 2023; $0.6 billion and $4.1 billion for the Automotive China JVs impairment and restructuring-related equity losses in the years ended December 31, 2025 and 2024; and changes in other assets and liabilities.
Refer to the regional sections of this MD&A for additional information.
Refer to the "Non-GAAP Measures" section of this MD&A for additional information.
GM North America Years Ended December 31, Favorable/ (Unfavorable) Variance Due To 2024 2023 % Volume Mix Price Cost Other (Dollars in billions) Total net sales and revenue $ 157,509 $ 141,445 $ 16,064 11.4 % $ 12.8 $ 2.5 $ 0.7 $ — EBIT-adjusted $ 14,528 $ 12,306 $ 2,222 18.1 % $ 3.9 $ (3.1) $ 0.7 $ 1.3 $ (0.6) EBIT-adjusted margin 9.2 % 8.7 % 0.5 % (Vehicles in thousands) Wholesale vehicle sales 3,464 3,147 317 10.1 % GMNA Total Net Sales and Revenue In the year ended December 31, 2024, Total net sales and revenue increased primarily due to: (1) increased net wholesale volumes primarily due to increased sales of full-size pickup trucks, mid-size pickup trucks and other vehicles; (2) favorable Mix associated with increased sales of full-size pickup trucks and full-size SUVs, partially offset by increased sales of crossover vehicles; and (3) favorable Price as a result of stable dealer inventory levels and strong demand for our products.
GM North America Years Ended December 31, Favorable/ (Unfavorable) Variance Due To 2025 2024 % Volume Mix Price Cost Other (Dollars in billions) Total net sales and revenue $ 154,317 $ 157,509 $ (3,192) (2.0) % $ (7.0) $ 2.0 $ 1.4 $ 0.4 EBIT-adjusted $ 10,452 $ 14,528 $ (4,077) (28.1) % $ (1.9) $ 0.4 $ 1.4 $ (5.1) $ 1.1 EBIT-adjusted margin 6.8 % 9.2 % (2.5) % (Vehicles in thousands) Wholesale vehicle sales 3,296 3,464 (168) (4.8) % GMNA Total Net Sales and Revenue In the year ended December 31, 2025, Total net sales and revenue decreased primarily due to: (1) decreased net wholesale volumes primarily due to decreased sales of cars and full-size pickup trucks, due to lower planned production for product upgrades, partially offset by increased sales of crossover vehicles; partially offset by (2) favorable Mix associated with decreased sales of cars and increased sales of full-size SUVs, partially offset by decreased sales of full-size pick-up trucks and increased sales of crossover vehicles; (3) favorable Price as a result of lean dealer inventory levels due to strong demand for our products; and (4) favorable Other due to increased sales of parts and accessories. 31 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES GMNA EBIT-Adjusted The most significant factors that influence profitability are industry volume and market share.
The funded status of the U.S. pension plans improved in the year ended December 31, 2024 to $1.8 billion underfunded status from $2.2 billion underfunded status primarily due to: (1) favorable effect of an increase in discount rates of $1.4 billion; (2) contributions of $0.5 billion; and (3) favorable effect of actual return on plan assets of $0.5 billion; partially offset by (4) service and interest costs of $2.2 billion.
The funded status of the U.S. pension plans improved in the year ended December 31, 2025 to $0.7 billion underfunded status from $1.8 billion underfunded status primarily due to: (1) favorable effect of actual return on plan assets of $4.4 billion; partially offset by (2) service and interest costs of $2.1 billion and (3) decrease in discount rates of $1.2 billion. 41 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other assumptions constant: U.S.
We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.5 billion and $0.7 billion at December 31, 2024 and 2023. If available capacity permits, GM Financial continues to have access to our automotive credit facilities.
Total Automotive borrowing capacity under our credit facilities does not include our 364-day, $2.0 billion facility allocated for exclusive use of GM Financial. We did not have any borrowings against our primary facilities, but had letters of credit outstanding under our sub-facility of $0.5 billion at December 31, 2025 and 2024.
Over 83% of our cash and marketable debt securities were managed within North America and at our regional treasury centers at December 31, 2024.
We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas subsidiaries. Over 83% of our cash and marketable debt securities were managed within North America and at our regional treasury centers at December 31, 2025.
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, 2024, 2023 and 2022. 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.
These adjustments include Net income attributable to noncontrolling interests where applicable. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates. (b) Refer to the reconciliation of diluted earnings per common share to EPS-diluted-adjusted within this section of MD&A for adjustment details.
GAAP to ETR-adjusted: Years Ended December 31, 2024 2023 2022 Income before income taxes Income tax expense Effective tax rate Income before income taxes Income tax expense Effective tax rate Income before income taxes Income tax expense Effective tax rate Effective tax rate $ 8,519 $ 2,556 30.0 % $ 10,403 $ 563 5.4 % $ 11,597 $ 1,888 16.3 % Adjustments(a) 6,564 477 1,916 504 2,221 423 Tax adjustments(b) — 870 482 ETR-adjusted $ 15,083 $ 3,033 20.1 % $ 12,319 $ 1,937 15.7 % $ 13,818 $ 2,793 20.2 % __________ (a) Refer to the reconciliation of Net income attributable to stockholders under U.S.
The following table reconciles our effective tax rate to ETR-adjusted: Years Ended December 31, 2025 2024 2023 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 $ 3,117 $ 338 10.8 % $ 8,519 $ 2,556 30.0 % $ 10,403 $ 563 5.4 % Adjustments(a) 9,839 2,115 6,564 477 1,916 504 Tax adjustments(b) — — 870 ETR-adjusted $ 12,956 $ 2,453 18.9 % $ 15,083 $ 3,033 20.1 % $ 12,319 $ 1,937 15.7 % __________ (a) Refer to the reconciliation of Net income (loss) attributable to stockholders to EBIT-adjusted within this section of MD&A for adjustment details.
In the year ended December 31, 2024, EBIT-adjusted increased primarily due to: (1) increased net wholesale volumes primarily due to increased sales of full-size pickup trucks, mid-size pickup trucks and crossover vehicles; (2) favorable Cost primarily due to decreased inventory adjustments of $2.1 billion, primarily EV-related, to reflect the net realizable value at period end, increased equity earnings related to Ultium Cells Holdings LLC of $0.7 billion and decreased material and freight costs of $0.6 billion, partially offset by increased other employee-related costs of $0.7 billion, increased engineering costs of $0.5 billion, primarily due to a decrease in cost sharing arrangements with our Automotive China JVs, increased warranty- 31 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES related costs of $0.4 billion, increased information technology costs of $0.3 billion and increased other cost of sales of $0.3 billion; and (3) favorable Price; partially offset by (4) unfavorable Mix associated with increased sales of crossover vehicles and EVs; and (5) unfavorable Other due to net foreign currency changes primarily in the Mexican peso.
In the year ended December 31, 2025, EBIT-adjusted decreased primarily due to: (1) unfavorable Cost primarily due to increased material and freight costs of $3.0 billion, including $3.1 billion due to tariffs, increased warranty-related costs and campaigns of $1.3 billion, unfavorable net realizable value inventory adjustments, primarily EV-related, of $0.3 billion in the year ended December 31, 2025 compared to similar favorable inventory adjustments of $0.5 billion in the year ended December 31, 2024, and increased manufacturing costs of $0.4 billion, partially offset by decreased advertising, selling, and administrative costs of $0.2 billion; and (2) decreased net wholesale volumes; partially offset by (3) favorable Price; (4) favorable Mix associated with increased sales of full-size SUVs and decreased sales of cars and full-size pickup trucks, including EVs, partially offset by increased sales of crossover vehicles and mid-size pickup trucks and vans; and (5) favorable Other due to net foreign currency changes, primarily in the Mexican peso, and favorable revaluation of investments.
GM Financial provides commercial lending products to its dealer customers th at include floorplan financing, also known as wholesale or inventory financing, which is lending to finance vehicle inventory. GM Financial also provides dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, or to purchase and/or finance dealership real estate.
GM Financial also provides dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, or to purchase and/or finance dealership real estate. Additionally, GM Financial provides lending products to commercial vehicle upfitters and advances to certain of our subsidiaries.
The estimated cost of a recall campaign that is accrued on an individual basis is most sensitive to our estimated assumed take rate that is primarily developed based on our historical take rate 39 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES experience.
The estimated cost of a recall campaign that is accrued on an individual basis is most sensitive to our estimated assumed take rate that is primarily developed based on our historical take rate experience. A 10% increase in the estimated take rate for all recall campaigns would increase the estimated cost by approximately $0.5 billion.
During the term of a lease, GM Financial periodically evaluates the estimated residual value and may adjust the value downward, which increases the prospective depreciation, or upward (limited to the contractual residual value), which decreases the prospective depreciation. 40 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The customer is obligated to make payments during the lease term for the difference between the purchase price and the contract residual value plus a money factor.
During the term of a lease, GM Financial periodically evaluates the estimated residual value and may adjust the value downward, which increases the prospective depreciation, or upward (limited to the contractual residual value), which decreases the prospective depreciation.
The presentation of Automotive liquidity, Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation. Automotive Liquidity Total available liquidity includes cash, cash equivalents, marketable debt securities and funds available under credit facilities.
The presentation of Automotive liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation. The Cruise restructuring activities are substantially complete as of December 31, 2025.
The adjustments primarily consist of non-cash restructuring charges, supplier-related charges and employee separation costs. (c) These adjustments were excluded because they relate to strategic activities to transition certain Buick dealers out of our dealer network as part of Buick’s EV strategy. (d) These adjustments were excluded because they relate to employee separation charges primarily in North America.
(h) These adjustments were excluded because they relate to strategic activities to transition certain Buick dealers out of our dealer network as part of Buick’s EV strategy.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf interest rates or other factors change, actual prepayment experience could be different than projected. Foreign Currency Exchange Rate Risk GM Financial is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. dollars as part of the consolidation process.
Biggest changeForeign Currency Exchange Rate Risk GM Financial is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect GM Financial's financial condition.
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.
We tested internal controls over management’s review of the valuation models and significant assumptions for product warranty and recall campaigns, 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 procedures included, among others, the performance of analytical procedures to develop an independent range of the liability for sales incentives as of the balance sheet date. Our independent range was developed for comparison to the Company’s recorded liability, and is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer stock.
Our audit procedures included, among others, the performance of analytical procedures to develop an independent range of the liability for retail sales incentives as of the balance sheet date. Our independent range was developed for comparison to the Company’s recorded liability, and is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer stock.
Significant factors used by the Company in estimating its liability for sales incentives include type of program, forecasted sales volume, product mix, and the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and assumptions concerning future customer behavior and market conditions.
Significant factors used by the Company in estimating its liability for retail sales incentives include type of program, forecasted sales volume, product mix, and the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and assumptions concerning future customer behavior and market conditions.
Sales incentives Description of the matter As discussed in Note 2 to the financial statements, Automotive net sales and revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or providing services, which is net of estimated dealer and customer sales incentives the Company reasonably expects to pay.
Retail sales incentives Description of the matter As discussed in Note 2 to the financial statements, Automotive net sales and revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or providing services, which is net of estimated dealer and customer sales incentives the Company reasonably expects to pay.
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.
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, data warehouses and third parties that are used in the estimation models. / s / Ernst & Young LLP We have served as the Company's auditor since 2017.
Management’s estimate is based, in part, on third-party data which considers inputs including recent auction values and assumptions regarding the expected future volume of leased vehicles that will be returned to the Company, used car prices, manufacturer incentive programs and fuel prices.
Management’s estimate is based, in part, on third-party data which considers inputs including recent auction values and assumptions regarding the expected future volume of leased vehicles that will be returned to the Company, used vehicle prices, manufacturer incentive programs and fuel prices.
The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been $0.7 billion at December 31, 2024 and 2023. We had marketable debt securities of $7.3 billion and $7.6 billion classified as available-for-sale at December 31, 2024 and 2023.
The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been $0.6 billion and $0.7 billion at December 31, 2025 and 2024. We had marketable debt securities of $6.7 billion and $7.3 billion classified as available-for-sale at December 31, 2025 and 2024.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Derivative instruments such as foreign currency forwards, swaps and options are primarily used to hedge exposures with respect to forecasted revenues, costs and commitments denominated in foreign currencies. Such contracts had remaining maturities of up to 12 months at December 31, 2024.
Derivative instruments such as foreign currency forwards, swaps, and options are primarily used to hedge exposures with respect to forecasted revenues, costs, and commitments denominated in foreign currencies. Such contracts had remaining maturities of up to 12 months at December 31, 2025.
The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31, 2024 and 2023. Commodity Risk We have commodity price risk which could have an impact of our financial results as result of fluctuations in the prices of commodities used in vehicle production.
The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31, 2025 and 2024. Commodity Risk We have commodity price risk which could have an impact on our financial results as a result of fluctuations in the prices of commodities used in vehicle production.
In our opinion, General Motors Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
In our opinion, General Motors Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 28, 2025 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 27, 2026 expressed an unqualified opinion thereon.
Detroit, Michigan January 28, 2025 52 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of General Motors Company Opinion on Internal Control Over Financial Reporting We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
Detroit, Michigan January 27, 2026 52 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of General Motors Company Opinion on Internal Control Over Financial Reporting We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated income statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes and our report dated January 28, 2025 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated income statements and consolidated statements of comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, 2025, and the related notes and our report dated January 27, 2026 expressed an unqualified opinion thereon.
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect our financial condition. 47 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table summarizes the amounts of automotive foreign currency translation, transaction and remeasurement (gains) losses: Years Ended December 31, 2024 2023 Translation (gains) losses recorded in Accumulated other comprehensive loss $ 765 $ (169) Transaction and remeasurement (gains) losses recorded in earnings $ (314) $ 344 Interest Rate Risk We are subject to market risk from exposure to changes in interest rates related to certain financial instruments, primarily debt, finance lease obligations and certain marketable debt securities.
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect our financial condition. 47 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES The following table summarizes the amounts of automotive foreign currency translation, transaction, and remeasurement (gains) losses: Years Ended December 31, 2025 2024 Translation (gains) losses recorded in Accumulated other comprehensive loss $ (76) $ 765 Transaction and remeasurement (gains) losses recorded in earnings $ 353 $ (314) Interest Rate Risk We are subject to market risk from exposure to changes in interest rates related to certain financial instruments, primarily debt, finance lease obligations, and certain marketable debt securities.
The following table summarizes GM Financial's foreign currency translation, transaction and remeasurement (gains) losses: Years Ended December 31, 2024 2023 Translation (gains) losses recorded in Accumulated other comprehensive loss $ 403 $ (147) Transaction and remeasurement (gains) losses recorded in earnings $ (7) $ 5 * * * * * * * 49 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of General Motors Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated income statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
The following table summarizes GM Financial's foreign currency translation, transaction and remeasurement (gains) losses: Years Ended December 31, 2025 2024 Translation (gains) losses recorded in Accumulated other comprehensive loss $ (274) $ 403 Transaction and remeasurement (gains) losses recorded in earnings $ 10 $ (7) * * * * * * * 49 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of General Motors Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated income statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. / s / Ernst & Young LLP Detroit, Michigan January 28, 2025 53 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. / s / Ernst & Young LLP Detroit, Michigan January 27, 2026 53 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES
At December 31, 2024, interest rate swap positions were used to manage interest rate exposures in our automotive operations and were insignificant. The fair value of debt and finance leases was $15.2 billion and $16.5 billion at December 31, 2024 and 2023.
At December 31, 2025, interest rate swap positions were used to manage interest rate exposures in our automotive operations and were insignificant. The fair value of debt and finance leases was $16.2 billion and $15.2 billion at December 31, 2025 and 2024.
The net fair value liability of financial instruments with exposure to foreign currency risk was $0.2 billion and $0.4 billion at December 31, 2024 and 2023. These amounts are calculated utilizing a population of foreign currency exchange derivatives and foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents and other assets.
The net fair value liability of financial instruments with exposure to foreign currency risk was $0.3 billion and $0.2 billion at December 31, 2025 and 2024. These amounts are calculated utilizing a population of foreign currency exchange derivatives and foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents, and other assets.
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.
How we addressed the matter in our audit We evaluated the design and tested the operating effectiveness of internal controls over the Company’s retail sales incentive process, including management’s review of the estimation model, the significant assumptions (e.g., incentive cost per unit and market conditions), and the data inputs used in the model.
The following table presents GM Financial's net interest income sensitivity to interest rate movement: Years Ended December 31, 2024 2023 One hundred basis points instantaneous increase in interest rates $ 5.6 $ (7.7) One hundred basis points instantaneous decrease in interest rates(a) $ (5.6) $ 7.7 __________ (a) Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent.
The following table presents GM Financial's net interest income sensitivity to interest rate movement: Years Ended December 31, 2025 2024 One hundred basis points instantaneous increase in interest rates $ 4.0 $ 5.6 One hundred basis points instantaneous decrease in interest rates(a) $ (4.0) $ (5.6) __________ (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.
The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency exchange rates would have been $0.3 billion and insignificant at December 31, 2024 and 2023.
The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency exchange rates would have been $0.8 billion and $0.3 billion at December 31, 2025 and 2024.
As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, 2024 was insignificant. GM Financial had foreign currency swaps with notional amounts of $8.4 billion and $8.0 billion at December 31, 2024 and 2023.
As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, 2025 was insignificant. GM Financial had foreign currency swaps with notional amounts of $9.2 billion and $8.4 billion at December 31, 2025 and 2024.
Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, selling and financing in currencies other than the functional currencies of our operations. At December 31, 2024, our most significant foreign currency exposures were between the U.S. dollar and the Canadian dollar, Chinese yuan, Korean won, Mexican peso and Brazilian real.
Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, selling, and financing in currencies other than the functional currencies of our operations. At December 31, 2025, our most significant foreign currency exposures were between the U.S. dollar and the Canadian dollar, Chinese yuan, and Korean won.
Product warranty and recall campaigns Description of the matter As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to $10.6 billion at December 31, 2024.
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 $13.6 billion at December 31, 2025.
When a different currency is used, GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the local currency of the receivables and leased assets to minimize any impact to earnings.
GM Financial primarily finances its receivables and leased assets with debt in the same currency. When a different currency is used, GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the local currency of the receivables and leased assets to minimize any impact to earnings.
The Company’s estimated residual value of leased vehicles at the end of lease term was $23.5 billion as of December 31, 2024. 51 Table of Contents Auditing management’s estimate of the residual value of leased vehicles involved a high degree of judgment.
The Company’s estimated residual value of leased vehicles at the end of lease term was $25.0 billion as of December 31, 2025. 51 Table of Contents Auditing management’s estimate of the residual value of leased vehicles involved a high degree of judgment.
These interest rate scenarios are purely hypothetical and do not represent GM Financial's view of future interest rate movements. 48 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES At December 31, 2024, GM Financial moved to an asset-sensitive profile from a liability-sensitive profile in 2023, meaning that more assets than liabilities were expected to reprice within the next 12 months.
These interest rate scenarios are purely hypothetical and do not represent GM Financial's view of future interest rate movements. 48 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES At December 31, 2025 and 2024, GM Financial was asset-sensitive, meaning that more assets than liabilities were expected to reprice within the next 12 months.
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.
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 tests of actual claims and claims analytical procedures to corroborate trends in cost per vehicle.
The net fair value of these derivative financial instruments was a liability of $0.4 billion and $0.2 billion at December 31, 2024 and 2023.
The net fair value of these derivative financial instruments was an asset of $0.5 billion and a liability of $0.4 billion at December 31, 2025 and 2024.
At December 31, 2024 we used derivative instruments such as commodity forwards, swaps and options to hedge a portion of our exposures with respect to forecasted commodity purchases of steel, copper, aluminum, palladium, lithium and nickel. The net fair value liability of financial instruments with exposure to commodity price movements was insignificant at December 31, 2024 and 2023.
At December 31, 2025 we used derivative instruments such as commodity forwards, swaps, and options to hedge a portion of our exposures with respect to forecasted commodity purchases of steel, copper, aluminum, palladium, lithium, and nickel.
The potential change in fair value for such financial instruments from a 10% adverse change in the underlying commodity prices would have been $0.2 billion and insignificant at December 31, 2024 and 2023.
The net fair value of financial instruments with exposure to commodity price movements was an asset of $0.4 billion and an insignificant liability at December 31, 2025 and 2024. The potential change in fair value for such financial instruments from a 10% adverse change in the underlying commodity prices would have been $0.2 billion at December 31, 2025 and 2024.
Provisions for dealer and customer sales incentives are recorded as a reduction to Automotive net sales and revenue at the time of vehicle sale. The liabilities for dealer and customer allowances, claims and discounts amount to $7.3 billion at December 31, 2024. Auditing the estimate of sales incentives involved a high degree of judgment.
Provisions for dealer and customer sales incentives are recorded as a reduction to Automotive net sales and revenue at the time of vehicle sale and are included as a component of accrued dealer and customer allowances, claims, and discounts (Note 12).
Removed
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect GM Financial's financial condition. GM Financial primarily finances its receivables and leased assets with debt in the same currency.
Added
If interest rates or other factors change, actual prepayment experience could be different than projected. Counterparty Risk Counterparty risk relates to the financial loss GM Financial could incur if an obligor or counterparty to a transaction is unable to meet its financial obligations. Typical sources of exposure include balances maintained in bank accounts, investments, and derivative instruments.
Added
Investments are typically securities representing high quality monetary instruments that are easily accessible, and derivative instruments are used for managing interest rate and foreign currency exchange rate risk. GM Financial, together with us, establishes exposure limits for each counterparty to minimize risk and provide counterparty diversification.
Added
GM Financial enters into arrangements with individual counterparties that they believe are creditworthy and generally settles on a net basis. In addition, GM Financial's Global Asset Liability Committee performs a quarterly assessment of their counterparty credit risk, including a review of credit ratings, credit default swap rates, and potential nonperformance of the counterparty.
Added
Auditing the estimate of certain sales incentives, specifically sales incentives for retail sales to end customers (retail sales incentives), involved a high degree of judgment.

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