UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 001-34960
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
300 Renaissance Center, Detroit, Michigan
(Address of principal executive offices)
27-0756180
(I.R.S. Employer
Identification No.)
48265 -3000
(Zip Code)
(313) 667-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol(s)
GM
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive
officers may be affiliates) was approximately $85.8 billion as of June 30, 2021.
As of January 18, 2022 there were 1,453,021,337 shares of common stock outstanding.
Portions of the registrant's definitive Proxy Statement related to the Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part
DOCUMENTS INCORPORATED BY REFERENCE
III of this Form 10-K.
INDEX
PART I
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Equity
Notes to Consolidated Financial Statements
Inventories
Note 1. Nature of Operations and Basis of Presentation
Note 2. Significant Accounting Policies
Note 3. Revenue
Note 4. Marketable and Other Securities
Note 5. GM Financial Receivables and Transactions
Note 6.
Note 7. Operating Leases
Note 8. Equity in Net Assets of Nonconsolidated Affiliates
Note 9. Property
Note 10. Goodwill and Intangible Assets
Note 11. Variable Interest Entities
Note 12. Accrued and Other Liabilities
Note 13. Debt
Note 14. Derivative Financial Instruments
Note 15. Pensions and Other Postretirement Benefits
Note 16. Commitments and Contingencies
Note 17. Income Taxes
Note 18. Restructuring and Other Initiatives
Note 19. Interest Income and Other Non-Operating Income
Note 20. Stockholders’ Equity and Noncontrolling Interests
Note 21. Earnings Per Share
Note 22. Stock Incentive Plans
Note 23. Segment Reporting
Note 24. Supplemental Information for the Consolidated Statements of Cash Flows
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
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Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibit and Financial Statement Schedules
Item 16.
Form 10-K Summary
Signatures
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Table of Contents
Item 1. Business
GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART I
General Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General Motors, or GM) was
incorporated as a Delaware corporation in 2009. We design, build and sell trucks, crossovers, cars and automobile parts and
provide software-enabled services and subscriptions worldwide. Our automotive operations meet the demands of our customers
through our automotive segments: GM North America (GMNA) and GM International (GMI) with vehicles developed,
manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. We also have equity ownership stakes in
entities that meet the demands of customers in other countries, primarily in China, with vehicles developed, manufactured and/
or marketed under the Baojun, Buick, Cadillac, Chevrolet and Wuling brands. Cruise is our global segment responsible for the
development and commercialization of autonomous vehicle technology. We provide automotive financing services through our
General Motors Financial Company, Inc. (GM Financial) segment. Refer to Part II, Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations (MD&A) and Note 23 to our consolidated financial statements for
financial information about our segments. Except for per share amounts or as otherwise specified, amounts presented within
tables are stated in millions. Forward-looking statements in this Business section are not guarantees of future performance and
may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to Item 1A.
Risk Factors and the "Forward-Looking Statements" section of Part II, Item 7. MD&A for a discussion of these risks and
uncertainties.
Our vision for the future is a world with zero crashes, zero emissions and zero congestion, which guides our growth-focused
strategy to invest in electric vehicles (EVs) and autonomous vehicles (AVs), software-enabled services and subscriptions and
new business opportunities, while strengthening our market position in profitable internal combustion engine (ICE) vehicles,
such as trucks and sport utility vehicles (SUVs). We have committed to an all-electric future with a core focus on zero emission
battery EVs as part of our long-term strategy to reduce petroleum consumption and greenhouse gas (GHG) emissions. As a
result, we have committed to making total EV and AV investments of more than $35.0 billion from 2020 through 2025.
We have an opportunity to grow our vehicle and financing revenue by continuing to capitalize on the strength of our
franchises and scaling our EV production and customer base over the next decade. We also have the potential of growing our
revenue through our software-enabled services and subscriptions, including OnStar, our advanced driver-assistance system
(ADAS), Super Cruise, and future offerings, such as our next-generation ADAS, Ultra Cruise, and Ultifi. Additionally, we are
incubating several new businesses with a start-up mindset that we believe will enable us to attract new customers and generate
revenues in new areas.
Electric Vehicles We plan to launch more than 30 EVs globally by 2025. A key element in our EV strategy is Ultium, our
all-new dedicated battery electric platform. Our first Ultium-based products launched with the GMC HUMMER EV and
BrightDrop EV600 in 2021, to be followed by the Cadillac LYRIQ in 2022. This all-new platform is flexible and will be
leveraged across multiple brands and vehicle sizes, styles and drive configurations, allowing for quick response to customer
preferences and a shorter design and development lead time compared to our ICE vehicles.
In September 2021, we announced three new drive assist motors as part of Ultium Drive, calibrated in-house to ensure the
highest level of performance in Ultium-based EVs. We designed the motors as a scalable family, sharing design principles as
well as similar tooling and manufacturing strategies.
In November 2021, we began production at GM’s Factory ZERO Detroit-Hamtramck Assembly Center (Factory ZERO),
which was re-tooled into a fully dedicated EV facility to produce the GMC HUMMER EV and the upcoming Cruise Origin and
Chevrolet Silverado EV, which we revealed in January 2022 at the Consumer Electronics Show in Las Vegas, Nevada. In
January 2022, we announced that we will convert our assembly plant in Orion Township, Michigan for production of the
Chevrolet Silverado EV and the electric GMC Sierra. Additionally, we have announced plans to mass-produce battery cells for
these and other future EVs through Ultium Cells LLC (an equally owned joint venture with LG Energy Solution) in Lordstown,
Ohio, Spring Hill, Tennessee and Lansing, Michigan. A fourth U.S.-based battery cell plant is also planned by mid-decade.
To support mass market adoption of EVs, we are working to ensure that our customers will have access to comprehensive
charging solutions. For personal vehicles, this means strategically addressing charging needs at home, the workplace and in
public locations. For fleet vehicles, this means turnkey charging solutions and fleet and facility energy management services.
We have announced collaborative work with several charge network operators to filter real-time data on their respective
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
networks and charge station health into Ultium Charge 360, a holistic charging approach that integrates charging networks, GM
vehicle mobile apps and other products and services to simplify the overall charging experience for GM EV owners.
Ultium Charge 360 is also available to our fleet and BrightDrop customers and offers fleet and facility management tools,
integration with GM’s fleet management offerings and support across a wide range of fleet sizes. In October 2021, we
announced a new Dealer Community Charging Program to install up to 40,000 Level 2 EV chargers across the U.S. and
Canada. Working with our dealers, we intend to expand access to charging in local communities, including in underserved,
rural and urban areas where EV charging access is often limited. This initiative, which is expected to begin in 2022, is part of
our commitment to invest nearly $750 million to expand home, workplace and public charging infrastructure through the
Ultium Charge 360 ecosystem through 2025.
OnStar and Vehicle Connectivity We offer OnStar and connected services to more than 22 million connected vehicles
globally through subscription-based and complimentary services. We are among the leaders in the industry, with significant
global real-world experience in delivering connected services and advanced safety features. OnStar provides safety and security
services for retail and fleet customers, including automatic crash response, emergency services, roadside assistance, crisis assist,
stolen vehicle assistance and turn-by-turn navigation. Additionally, we offer OnStar Guardian, a mobile app that allows
customers to access key OnStar safety and security services from anywhere and in any vehicle. Fleet customers leverage OnStar
Vehicle Insights, our telematics solution across their entire fleet, regardless of vehicle make or model. We also offer a variety of
connected services, including mobile apps for owners to remotely control certain vehicle features and EV owners to locate
charging stations, on-demand vehicle diagnostics, GM Smart Driver, GM Marketplace in-vehicle commerce, Amazon Alexa in-
vehicle voice, Google's Voice Assistant, navigation and app ecosystem, connected navigation and SiriusXM with 360L and 4G
LTE wireless connectivity. In August 2021, we announced plans to roll out 5G connectivity in select model year 2024 vehicles.
Super Cruise and Ultra Cruise We offer Super Cruise, the industry's first hands-free driver assistance feature for enabled
roads in the U.S. and Canada, which is powered by vehicle connectivity by means of a Super Cruise subscription. Super Cruise
capabilities will be available on eight model year 2022 vehicles in the beginning of 2022 and will expand to be included on
more than 20 models by 2023. In October 2021, we announced Ultra Cruise, a significant next step in hands-free advanced
driving-assistance technology that we anticipate will be available on select models in 2023. It will create a virtually door-to-
door hands-free driving experience as it will be designed to handle 95 percent of all driving scenarios on every paved road in
the U.S. and Canada over time.
Ultifi Our end-to-end software platform Ultifi will provide our customers with software-defined features, apps and services
over-the-air starting in 2023. Ultifi and the apps it enables will empower customers to update their ownership experiences
continuously with desirable features such as vehicle performance, ADAS, safety and security features, climate and comfort
options, personal themes and EV ownership experience elements, including battery and charging details.
Cruise Cruise is driving leadership in the development and commercialization of AV technology. We believe that building
all-electric vehicles with autonomous capabilities integrated from the beginning, rather than through retrofits, is the most
efficient way to unlock the tremendous potential societal benefits of self-driving cars. The Cruise Origin, a purpose-built, all-
electric, self-driving vehicle that is being co-developed by GM, Cruise and Honda Motor Company, Ltd. (Honda), will be built
on General Motors’ all-new modular architecture, powered by the Ultium platform, at Factory ZERO starting in early 2023,
pending government approvals. In October 2020, Cruise received a driverless test permit from the California Department of
Motor Vehicles to remove test drivers from Cruise autonomous test vehicles in San Francisco and subsequently began fully
driverless testing. In October 2020, GM and Cruise also announced they will file an exemption petition with the National
Highway Traffic Safety Administration (NHTSA) seeking regulatory approval for the Origin’s deployment, and withdrew an
earlier exemption petition that was limited to the Cruise AV derived from the Chevrolet Bolt platform.
In June 2021, Cruise received a driverless test permit from the California Public Utilities Commission (CPUC) to provide
unpaid rides to the public in driverless vehicles. In September 2021, Cruise received approval of its Autonomous Vehicle
Deployment Permit from the California Department of Motor Vehicles to commercially deploy driverless AVs. Cruise will
need one additional permit from the CPUC to charge the public for driverless rides in California. Given the potential of all-
electric self-driving vehicles to help save lives, reshape our cities and reduce emissions, the goal of Cruise is to deliver its self-
driving services as soon as possible, but as Cruise continues to expand and scale its operations safety will continue to be the
gating metric — supported by Cruise's Safety Management System and its other risk identification, assessment and mitigation
processes.
BrightDrop BrightDrop is building an ecosystem of all-electric and connected first-to-last mile products and services,
including light commercial vehicles, smart containers and a software platform for fleet and asset management designed to help
delivery and logistics companies deliver goods more efficiently. We are converting our CAMI manufacturing plant in Ingersoll,
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Ontario to produce the all new BrightDrop EV600 and BrightDrop EV410 electric light commercial vehicles. In December
2021, we started deliveries of the BrightDrop EV600 to FedEx Express, our launch customer. Additionally, we announced that
Verizon will be the first customer for the BrightDrop EV410.
HYDROTEC We are developing hydrogen fuel cell applications across transportations and industries, including mobile
power generation, class 7/8 truck, locomotive, aerospace and marine applications. The development of HYDROTEC is another
element of our long-term strategy and commitment toward the reduction of petroleum consumption and GHG emissions. We
believe hydrogen fuel cells will play an important role in many automotive and other mobility applications where customers
will derive additional benefits from the ability to refuel quickly, an extended range, suitability for heavier payloads and central
refueling of large fleets. GM and Honda, through our long-term strategic alliance to collaborate in research and advanced
engineering efforts, are developing and commercializing fuel cell systems. In 2021, GM announced it will supply HYDROTEC
to Navistar, Inc., which is developing hydrogen-powered heavy trucks to launch in 2024, and to Liebherr-Aerospace, which is
developing hydrogen-powered auxiliary power units for aircraft. In June 2021, we announced a collaboration with Wabtec
Corporation to develop and commercialize the Ultium platform and HYDROTEC fuel systems for their locomotives.
OnStar Insurance Services OnStar Insurance is currently available in 46 states and Washington, D.C. and is expected to be
available in all 50 states by the second quarter of 2022. In the future, we plan to integrate insurance products into the vehicle
experience and offer premiums based on personal driving behaviors by leveraging, with customer consent, data coming from
GM vehicles.
GM Defense Providing commercially developed solutions, including purpose-built vehicles, for government and military
customers. GM Defense's growth strategy is focused on building a portfolio of products, including the Infantry Squad Vehicle
and the purpose-built Heavy Duty Suburban, by leveraging our manufacturing and innovation capabilities.
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 and
functionality. Market leadership in individual countries in which we compete varies widely.
We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and our market share.
Wholesale vehicle sales data consists of sales to GM's dealers and distributors as well as sales to the U.S. Government and
excludes vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of
vehicles, which is the largest component of Automotive net sales and revenue. In the year ended December 31, 2021, 30% of
our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by
automotive segment (vehicles in thousands):
GMNA
GMI
Total
Years Ended December 31,
2021
2020
2019
2,308
80.7 % 2,707
80.3 % 3,214
76.4 %
551
19.3 %
663
19.7 %
995
23.6 %
2,859
100.0 % 3,370
100.0 % 4,209
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, such as sales to large and small businesses, governments, and daily rental car companies; and (3)
vehicles used by dealers in their businesses, including courtesy transportation vehicles. Total vehicle sales data includes all
sales by joint ventures on a total vehicle basis, not based on our percentage ownership interest in the joint venture. Certain joint
venture agreements in China allow for the contractual right to report vehicle sales of non-GM trademarked vehicles by those
joint ventures, which are included in the total vehicle sales we report for China. While total vehicle sales data does not correlate
directly to the revenue we recognize during a particular period, we believe it is indicative of the underlying demand for our
vehicles. Total vehicle sales data represents management's good faith estimate based on sales reported by GM's 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.
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The following table summarizes industry and GM total vehicle sales and our related competitive position by geographic
region (vehicles in thousands):
North America
United States
Other
Years Ended December 31,
2021
2020
2019
Industry
GM
Market
Share
Industry
GM
Market
Share
Industry
GM
Market
Share
15,383
2,218
14.4 % 14,892
2,547
17.1 % 17,499
2,887
16.5 %
3,083
356
11.5 % 2,804
377
13.4 % 3,645
480
13.2 %
Total North America
18,466
2,574
13.9 % 17,696
2,924
16.5 % 21,144
3,367
15.9 %
Asia/Pacific, Middle East and
Africa
China(a)
Other
Total Asia/Pacific, Middle East and
Africa
South America
Brazil
Other
Total South America
Total in GM markets
Total Europe
25,878
2,892
11.2 % 24,926
2,901
11.6 % 25,398
3,094
12.2 %
19,389
431
2.2 % 18,094
530
2.9 % 21,457
584
2.7 %
45,267
3,323
7.3 % 43,020
3,431
8.0 % 46,855
3,678
7.9 %
2,119
1,488
3,607
67,340
15,080
242
151
11.4 % 2,055
10.2 % 1,105
338
132
16.4 % 2,787
12.0 % 1,531
476
193
393
6,290
10.9 % 3,160
9.3 % 63,876
470
6,825
14.9 % 4,318
10.7 % 72,317
669
7,714
17.1 %
12.6 %
15.5 %
10.7 %
1
— % 14,946
1
— % 19,021
4
— %
Total Worldwide(b)
82,420
6,291
7.6 % 78,822
6,826
8.7 % 91,338
7,718
8.4 %
United States
Cars
Trucks
Crossovers
3,262
138
4.2 % 3,341
239
7.1 % 4,632
389
8.4 %
4,125
1,223
29.6 % 4,050
1,257
31.0 % 4,494
1,332
29.7 %
7,996
857
10.7 % 7,501
1,051
14.0 % 8,373
1,166
13.9 %
Total United States
15,383
2,218
14.4 % 14,892
2,547
17.1 % 17,499
2,887
16.5 %
China(a)
SGMS
SGMW
Total China
1,277
1,615
2,892
25,878
1,407
1,494
2,901
1,482
1,612
3,094
12.2 %
11.6 % 25,398
11.2 % 24,926
__________
(a) Includes sales by our Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd. (SGMS) and
SAIC GM Wuling Automobile Co., Ltd. (SGMW).
(b) 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.
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As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles. We sell
vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet
customers, leasing companies and governments. Certain fleet transactions, particularly sales to daily rental car companies, are
generally less profitable than retail sales to end customers. The following table summarizes estimated fleet sales and those sales
as a percentage of total vehicle sales (vehicles in thousands):
GMNA
GMI
Total fleet sales
Years Ended December 31,
2021
2020
2019
399
311
710
493
351
844
741
498
1,239
Fleet sales as a percentage of total vehicle sales
11.3 %
12.4 %
16.1 %
Product Pricing Several methods are used to promote our products, including the use of dealer, retail and fleet incentives,
such as customer rebates and finance rate support. The level of incentives is dependent upon the level of competition in the
markets in which we operate and the level of demand for our products.
Cyclical and Seasonal Nature of Business The market for vehicles is cyclical and depends in part on general economic
conditions, credit availability and consumer spending. Vehicle markets are also seasonal. Production varies from month to
month. Vehicle model changeovers occur throughout the year as a result of new market entries.
Relationship with Dealers We market vehicles and automotive parts worldwide primarily through a network of independent
authorized retail dealers. These outlets include distributors, dealers and authorized sales, service and parts outlets. Our
customers can obtain a wide range of after-sale vehicle services and products through our dealer network, such as maintenance,
light repairs, collision repairs, vehicle accessories and extended service warranties. The number of authorized dealerships and
other agents performing similar functions were 4,670 in GMNA and 7,670 in GMI at December 31, 2021.
We and our joint ventures enter into a contract with each authorized dealer agreeing to sell to the dealer one or more specified
product lines at wholesale prices and granting the dealer the right to sell those products to customers from an approved location.
Our dealers often offer more than one GM brand at a single dealership in a number of our markets. Authorized dealers offer
parts, accessories, service and repairs for GM vehicles in the product lines that they sell using GM parts and accessories. Our
dealers are authorized to service GM vehicles under our limited warranty, and those repairs are made almost exclusively with
GM parts. Our dealers generally provide their customers with access to credit or lease financing, vehicle insurance and
extended service contracts, which may be provided by GM Financial and other financial institutions.
The quality of GM dealerships and our relationship with our dealers are critical to our success given that they maintain the
primary sales and service interface with the end consumer of our products. In addition to the terms of our contracts with our
dealers, we are regulated by various country and state franchise laws and regulations that may supersede those contractual terms
and impose specific regulatory requirements and standards for initiating dealer network changes, pursuing terminations for
cause and other contractual matters.
Research, Product Development and Intellectual Property Costs for research, manufacturing engineering, 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 GHG emissions control, improved fuel economy, EVs,
AVs and the safety of drivers and passengers. Research and development expenses were $7.9 billion, $6.2 billion and $6.8
billion in the years ended December 31, 2021, 2020 and 2019.
Product Development The Global Product Development organization is responsible for designing, developing and
integrating all global products and their components while aiming to maximize part sharing across multiple vehicle segments.
Global teams in Design, Program Management & Execution, Component & Subsystem Engineering, Product Integrity, Safety,
Controls and Software Engineering and Purchasing & Supply Chain collaborate to meet customer requirements and maximize
global economies of scale.
Our global vehicle architecture development is headquartered at our Global Technical Center in Warren, Michigan. Cross-
segment part sharing is an essential enabler to optimize our vehicle portfolio, with more than 75% of our global internal
combustion vehicle sales volume expected to come from five internal combustion vehicle architectures through this decade. We
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will continue to leverage our architecture portfolio to accommodate our customers around the world while achieving our
financial goals.
We invested in construction of the Wallace Battery Cell Innovation Center, an all-new facility that will significantly expand
the Company's battery technology operations and accelerate development and commercialization of longer range, more
affordable EV batteries. The Wallace Center will be located on the campus of the Global Technical Center in Warren,
Michigan.
Intellectual Property We are constantly innovating and hold a significant number of patents, copyrights, trade secrets and
other intellectual property that protect those innovations in numerous countries. While no single piece of intellectual property is
individually material to our business as a whole, our intellectual property is important to our operations and continued
technological development. Additionally, we hold a number of trademarks and service marks that are very important to our
identity and recognition in the marketplace.
Raw Materials, Services and Supplies We purchase a wide variety of raw materials, parts, supplies, energy, freight,
transportation and other services from numerous suppliers to manufacture our products. The raw materials primarily include
steel, aluminum, resins, copper, lead and precious metals. We do not normally carry substantial inventories of these raw
materials in excess of levels reasonably required to meet our production requirements, and we have not experienced any
significant shortages of raw materials. Costs are expected to remain elevated due to the price of commodities and the continuing
existence of tariffs. We also purchase systems, components and parts from suppliers. The global semiconductor supply shortage
has had, and is continuing to have, wide-ranging effects across multiple industries, particularly the automotive industry. Refer
to Item 1A. Risk Factors and to Part II, Item 7. MD&A for further discussion on the effect the global semiconductor supply
shortage has had on our results of operations.
In some instances, we purchase systems, components, parts and supplies from a single source, which may increase risk to
supply disruptions. The inability or unwillingness of these sources to provide us with parts and supplies could have a material
adverse effect on our production. Combined purchases from our two largest suppliers were approximately 12% of total
purchases in the year ended December 31, 2021, and approximately 11% of our total purchases in each of the years ended
December 31, 2020 and 2019. Refer to Item 1A. Risk Factors for further discussion of these risks.
Our transition to EVs includes a resilient, scalable and more sustainable North America-focused EV supply chain. Certain of
the initiatives we have advanced in 2021 include sourcing silicon carbide power device solutions for GM’s EV programs,
processing cathode active material, sourcing U.S. lithium with more sustainable extraction methods and sourcing permanent
magnets using locally sourced raw materials.
Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global
provider of automobile finance solutions. GM Financial conducts its business in North America, South America and through
joint ventures in China.
GM Financial provides retail loan and lease lending across the credit spectrum to support vehicle sales. Additionally, GM
Financial offers commercial lending products to dealers including floorplan financing, which is lending to finance new and used
vehicle inventory; and dealer loans, which are loans to finance improvements to dealership facilities, to provide working
capital, or to purchase and/or finance dealership real estate. Other commercial lending products include financing for parts and
accessories, dealer fleets and storage centers.
In North America, GM Financial offers a sub-prime lending program. The program is primarily offered to consumers with a
FICO score or its equivalent of less than 620 who have limited access to automobile financing through banks and credit unions
and is expected to sustain a higher level of credit losses than prime lending.
GM Financial generally seeks to fund its operations in each country through local sources of funding to minimize currency
and country risk. GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured
and unsecured credit facilities, securitization transactions and the issuance of unsecured debt in the capital markets.
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Human Capital
GENERAL MOTORS COMPANY AND SUBSIDIARIES
The foundation of GM’s business is our Purpose: We pioneer the innovations that move and connect people to what matters.
It's why we exist. Our Purpose, growth strategy and culture all help us on our path towards achieving our vision of — a world
with zero crashes, zero emissions and zero congestion. Our people are our most valuable asset, and we must continue to attract
and retain the best talent in the world in order to achieve this vision. As a result, we strive to create a Workplace of Choice to
attract, retain 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 promote diversity, equity and
inclusion. Fundamental to these commitments are our company values.
Our eight GM behaviors are the foundation of our culture; and how we behave encompasses key measures of our
performance, including the visible ways we conduct ourselves as we work with one another.
Diversity, Equity and Inclusion At GM, we are committed to fostering a culture of diversity, equity and inclusion. In every
moment, we must decide what we can do — individually and collectively — to drive meaningful, deliberate and long-lasting
change. GM’s unwavering commitment in this regard includes taking steps to ensure that all areas of our business are
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
supportive of a world-class inclusive, equitable and diverse organization. Our ability to meet the needs of a diverse and global
customer base is tied closely to the behaviors of the people within our company, which is why we are committed to fostering a
culture that celebrates our differences. This commitment is embraced at all levels of the organization, including our diverse
Board of Directors, which is currently made up of more than 50% women (7 out of 13 members) and is more than 30% racially
or ethnically diverse (4 out of 13 members). In alignment with these commitments, GM publicly disclosed its EEO-1
Consolidated Report for the first time in 2021.
Based on these longstanding values, our Chair and CEO, Mary Barra, chairs an Inclusion Advisory Board (IAB) of internal
and external leaders who guide our work to improve diversity and inclusion in our Company. The purpose of the IAB is to
consult with GM’s Senior Leadership Team with the long-term goal of inspiring the Company to be inclusive through our
words, deeds and culture. We also have a number of programs and partnerships aimed at enhancing our culture of inclusion
throughout the Company. For example, we have 11 voluntary, employee-led resource groups that provide a forum for diverse
employees and allies from a variety of different backgrounds to share experiences and express concerns. Each group also works
to attract new talent to our company and offers employees opportunities to support our company’s diversity initiatives within
the community.
In addition, we are expanding our partnerships with organizations aimed at supporting our ongoing efforts to increase the
representation of women and underrepresented groups in our workplace. Through our participation in the Business Roundtable
Multiple Pathways Initiative and OneTen, for example, we are specifically aiming to build more robust pipelines for skills-
based hiring into our company while ensuring long-term developmental opportunity.
Develop and Retain Talented People Today, we compete for talent against other automotive companies and against
businesses in other sectors, such as technology. To win and keep top talent, we must provide a workplace culture that
encourages employee behaviors aligned with our values, fulfills their long-term individual aspirations and provides experiences
that make individuals feel valued, included and engaged. In furtherance of this goal, we invest significant resources to retain
and develop our talent. In addition to mentoring and networking opportunities, we offer a vast array of career development
resources to help develop, grow and enable employees to make the most of their careers at GM. Formal resources include,
among other things, the Technical Education Program, which offers our employees an opportunity to complete corporate
strategically aligned degrees and certificate programs at leading universities, and our Degreed Learning Platform, which brings
forth a variety of external and in-house content in learning pathways and other micro learnings. It is also tied to our GM
Competency and skills model. Employees in some of our technical roles also have the opportunity to participate in the GM
Technical Learning University — a training and upskilling program designed to expand and update the technical prowess of our
workforce.
GM recognizes that leadership effectiveness is a critical business need. All new managers in the Company are automatically
entered into a six-month immersive learning program and all new executives come together annually for a week-long upskilling
and targeted development program designed around the GM leadership profile.
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 —
Every Person, Every Site, Every Day. Our unwavering commitment to safety is manifested through empowering employees to
“Speak Up for Safety” through various means without fear of retaliation. The well-being of our employees is equally as
important to entice and stimulate creativity and innovation. In addition to traditional healthcare, paid time off, paid parental
leave, wellness programs, flextime scheduling and telecommuting arrangements and retirement benefits, including a 401(k)
matching program, GM offers a variety of benefits and resources to support employees' physical and mental health, including
access to fitness facilities in certain locations, which help us both attract talent and reap the benefits of a healthier workforce. In
addition, leveraging our experience with remote work during the COVID-19 pandemic, GM recently instituted “Work
Appropriately,” a policy whereby, depending on the nature of their work, our employees have the flexibility to work where they
can have the greatest impact to achieve their goals and for their individual success.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
Employees At December 31, 2021, we employed approximately 83,000 (53%) hourly employees and approximately 74,000
(47%) salaried employees. At December 31, 2021, approximately 45,000 (46%) of our U.S. employees were represented by
unions, a majority of which were represented by the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (UAW). The following table summarizes worldwide employment (in thousands):
GMNA(a)
GMI
GM Financial
Total Worldwide
U.S. - Salaried
U.S. - Hourly
__________
(a)
Includes Cruise.
December 31, 2021
115
33
9
157
53
45
Information About our Executive Officers As of February 2, 2022, the names and ages of our executive officers and their
positions with GM are as follows:
Name (Age)
Mary T. Barra (60)
Julian Blissett (55)
Stephen K. Carlisle (59)
Craig B. Glidden (64)
Christopher T. Hatto (51)
Paul A. Jacobson (50)
Gerald Johnson (59)
Douglas L. Parks (60)
Present GM Position (Effective Date)
Chair and Chief Executive Officer
(2016)
Positions Held During the Past Five Years (Effective Date)
Executive Vice President and
President, GM China (2020)
Senior Vice President, International Operations (2019)
Vice President, Executive Shanghai GM (2014)
Executive Vice President and
President, North America (2020)
Senior Vice President and President, Cadillac (2018)
President and Managing Director, GM Canada (2015)
Executive Vice President, Global
Public Policy, General Counsel
and Corporate Secretary (2021)
Vice President, Global Business
Solutions and Chief Accounting
Officer (2020)
Executive Vice President and General Counsel (2015)
Vice President, Controller and Chief Accounting Officer (2018)
Chief Financial Officer, U.S. Sales Operations (2016)
Executive Vice President and
Chief Financial Officer (2020)
Delta Air Lines, Executive Vice President — Chief Financial
Officer (2013)
Executive Vice President, Global
Manufacturing and Sustainability
(2019)
Vice President, North America Manufacturing and Labor Relations
(2017)
Vice President of Operational Excellence (2014)
Executive Vice President, Global
Product Development, Purchasing
and Supply Chain (2019)
Vice President, Autonomous and Electric Vehicles (2017)
Vice President, Autonomous Technology and Vehicle Execution
(2016)
Mark L. Reuss (58)
President (2019)
Executive Vice President and President, Global Product
Development Group and Cadillac (2018)
Executive Vice President, Global Product Development,
Purchasing & Supply Chain (2014)
There are no family relationships between any of the officers named above and there is no arrangement or understanding
between any of the officers named above and any other person pursuant to which he or she was selected as an officer. Each of
the officers named above was elected by the Board of Directors to hold office until his or her successor is elected and qualified
or until his or her earlier resignation or removal.
Environmental and Regulatory Matters
Automotive Criteria Emissions Control Our products are subject to laws and regulations globally that require us to control
certain non-GHG automotive emissions, including vehicle and engine exhaust emission standards, vehicle evaporative emission
standards and onboard diagnostic (OBD) system requirements. Emission requirements have become more stringent as a result
of stricter standards and new diagnostic requirements that have come into force in many markets around the world, often with
very little harmonization. Regulatory authorities may conduct ongoing evaluations of products from all manufacturers. For
additional information, refer to Item 1A. Risk Factors.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
The U.S. federal government, through the Environmental Protection Agency (EPA), imposes stringent exhaust and
evaporative emission control requirements on vehicles sold in the U.S. The California Air Resources Board (CARB) likewise
imposes stringent exhaust and evaporative emission standards. The Clean Air Act permits states that have areas with air quality
compliance issues to adopt California emission standards in lieu of federal requirements. Seventeen states and the District of
Columbia have adopted California emission standards, and there is a possibility that additional U.S. jurisdictions could adopt
California emission requirements in the future.
For each model year we must obtain certification that our vehicles and heavy-duty 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 requirements.
The Canadian federal government's current vehicle pollutant emission requirements are generally aligned with U.S. federal
requirements.
In 2019, certain areas within China began implementation of the China 6 emission standard (China 6) requirements. China 6
combines elements of both European Union (EU) and U.S. standards and increases the time and mileage periods over which
manufacturers are responsible for a vehicle's emission performance. Nationwide implementation of China 6a for new
registrations occurred in January 2021, and the more stringent China 6b is expected to be implemented in July 2023.
Brazil has approved a set of national emission standards referred to as L7, to be implemented in 2022, and L8, to be
implemented from 2025 onward. L7 standards cover tailpipe exhaust gases, 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 targets for vehicle emissions and reduce corporate exhaust limits every two years until 2031. Some of the
requirements are aligned with those of the EPA.
As a result of the sale of the Opel and Vauxhall businesses and certain other assets in Europe (Opel/Vauxhall Business),
GM’s vehicle presence in Europe is smaller, but GM may still be affected by actions taken by regulators related both to Opel/
Vauxhall vehicles sold before the sale of the Opel/Vauxhall Business as well as to other vehicles GM continues to sell in
Europe. In the EU, increased scrutiny of compliance with emission standards may result in changes to these standards, as well
as stricter interpretations or redefinition of these standards and more rigorous enforcement. For example, our former German
subsidiary has participated in continuing discussions with German and European authorities concerning emissions control
systems. Beyond this, as a part of the EU’s desire to accelerate the shift to sustainable mobility, the EU is looking to develop
stricter emission standards (Euro 7) for all petrol and diesel cars, vans, lorries and buses, as well as reform CO2 standards, and
place requirements on batteries to be used in EVs. For additional information, refer to Note 16 to our consolidated financial
statements.
Automotive Fuel Economy and GHG Emissions In the U.S., NHTSA promulgates and enforces Corporate Average Fuel
Economy (CAFE) standards for three separate fleets: domestic cars, import cars and light-duty trucks. Manufacturers are
subject to substantial civil penalties if they fail to meet the applicable CAFE standard in any model year, after considering all
available credits for the preceding five model years, expected credits for the three succeeding model years and credits obtained
from other manufacturers. In addition to federal CAFE standards, the EPA promulgates and enforces GHG emission standards.
In March 2020, NHTSA and the EPA issued a rule setting fuel economy and GHG emission standards for light-duty vehicles
through the 2026 model year. Those actions are currently being challenged through litigation; however, the litigation is
currently held in abeyance as the agencies have since proposed new, more stringent light-duty CAFE and GHG standards.
Though NHTSA and the EPA have previously issued joint CAFE and GHG standards, the agencies have now separately
proposed, and the EPA has finalized, standards with differing stringency levels and affected model years, with the proposed
CAFE standards addressing the 2024-2026 model years and the GHG standards addressing the 2023-2026 model years.
NHTSA and the EPA also regulate the fuel efficiency and GHG emissions of medium- and heavy-duty vehicles, imposing more
stringent standards over time.
In addition, CARB has asserted the right to promulgate and enforce its own state GHG standards for motor vehicles, and
other states have asserted the right to adopt CARB's standards. CARB regulations previously stated that compliance with the
light-duty EPA GHG program is deemed compliance with CARB standards. However, in December 2018 CARB amended this
regulation to state that, in the event the EPA were to alter federal GHG stringency, which it now has, compliance with the
EPA's GHG emission standards will no longer be deemed compliance with CARB's separate requirements. In September 2019,
NHTSA issued a rule asserting that California is preempted from regulating GHG emissions. Litigation challenging that rule is
currently being held in abeyance, as the EPA has since proposed, and NHTSA has finalized, actions that could result in a
restoration of California’s ability to promulgate and enforce its own state GHG standards. Depending on the outcome of the
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
federal CAFE and GHG rulemakings and related litigation and the finality of CARB's regulatory amendment, in the future GM
might be required to meet differing EPA GHG, California GHG and CAFE standards.
CARB has also imposed the requirement that increasing percentages of Zero Emission Vehicles (ZEVs) must be sold in
California. The Clean Air Act permits states to adopt California emission standards, and 14 have adopted the ZEV
requirements. In September 2019, the EPA revoked the waiver it had granted to California that permitted its ZEV program, and
NHTSA also asserted preemption of California's ZEV program. Litigation over EPA and NHTSA's actions is currently being
held in abeyance, as EPA and NHTSA have since proposed actions that could result in a restoration of California’s ability to
promulgate and enforce ZEV standards. Depending on any final agency action taken by the EPA and NHTSA, and/or the
outcome of the related litigation, there is a possibility that additional U.S. jurisdictions could adopt California ZEV
requirements in the future.
In Canada, light- and heavy-duty GHG regulations are currently patterned after the EPA GHG emission standards given the
integrated nature of the auto sector between Canada and the United States. The Canadian government is conducting a mid-term
review of its 2022 to 2025 model year light-duty GHG standards and is considering regulatory developments of the U.S. in this
regard. In addition, the Canadian province of Quebec has ZEV requirements regulating the 2018 to 2025 model years largely
based on California program requirements and the province of British Columbia’s similar ZEV regulations that were completed
in July 2020 and cover the 2020 to 2039 model years. Both provinces are further updating their ZEV regulations and the
Canadian federal government recently proposed to ban the sale of ICE vehicles in Canada beginning in 2035, although no
specific draft regulations have been shared at this time.
China has two fuel economy requirements for passenger vehicles: an individual vehicle pass-fail type approval requirement
and a fleet average fuel consumption requirement. With a focus on the fleet average fuel consumption requirement, the China
Phase 5 launched in 2021 and full compliance is required by 2025. In addition, China has established a mandate that requires
passenger car manufacturers to produce a certain volume of plug-in hybrid, battery electric and fuel cell vehicles, which are
referred to as New Energy Vehicles (NEVs), to generate credits in 2019 and beyond. The number of credits per car is based on
the level of electric range and energy efficiency, 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 fleet average fuel
consumption requirement. China has issued NEV credit targets between 2019 and 2023 and is setting new NEV credit targets
aimed at further increasing volumes of NEVs in 2024 and 2025. China has provided various levels of subsidies for NEVs, and
certain subsidies have been extended to the end of 2022.
In Brazil, the Secretary of Industry and Development promulgates and enforces CAFE standards and has enforced a new
CAFE program for the period October 2020 to September 2026 and October 2026 to September 2032 for light-duty and mid-
size trucks and SUVs, including diesel vehicles, imposing more stringent standards for each period.
We have several options to comply with existing and potential new global regulations. Such options include increasing
production and sale of certain vehicles, such as EVs, and curtailing production of less fuel efficient ICE vehicles; technology
changes, including fuel consumption efficiency and engine upgrades; payment of penalties; and/or purchase of credits from
third parties. We regularly evaluate our current and future product plans and strategies for compliance with fuel economy and
GHG regulations.
We plan to be carbon neutral by 2040 in our global products and operations, supported by a commitment to science-based
targets. In addition, the Company announced our vision of an all-electric future and our plan to eliminate tailpipe emissions
from new light-duty vehicles by 2035. These targets align with our growth and transformation plan including our commitment
to an all-electric future, which will be enabled by our Ultium platform and HYDROTEC technology as previously detailed. We
also announced, in June 2021, our plans to increase our investment in EVs and AVs to more than $35.0 billion through 2025 to
accelerate this transformation plan.
Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws including
those regulating air emissions, water discharge, waste management and environmental cleanup. Certain environmental statutes
require that responsible parties fund remediation actions regardless of fault, legality of original disposal or ownership of a
disposal site. Under certain circumstances these laws impose joint and several liability as well as liability for related damages to
natural resources.
To mitigate the effects of our worldwide operations on the environment, including climate change, we are embracing
sustainability programs focused on reducing operational GHG emissions, water consumption and discharge and waste disposal.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
In 2021, we launched our new global GM Zero Waste program, with a goal to divert waste from landfills and incinerators. For
the year ended December 31, 2021, GM's facilities included in the global GM Zero Waste program diverted over 1.1 million
metric tons of waste from landfills and incinerators through composting, reusing and recycling.
In addition to reducing our impact on the environment, our waste reduction commitments generate income from the sale of
production by-products, reduce our use of raw materials and help to reduce the risks and financial liabilities associated with
waste disposal.
We continue our efforts to increase our use of renewable energy, improve our energy efficiency and work to drive growth and
scale of renewables. To that end, we have set a goal of meeting the electricity needs of our operations with 100% renewable
energy by 2025 in the U.S., a goal we recently accelerated from 2030, and by 2035 globally.
Through December 31, 2021, we implemented projects and signed renewable energy contracts globally that brought our total
renewable energy capacity to over one gigawatt by 2023, which represents approximately 75% of our U.S. electricity use and
approximately 40% of our global electricity use. In 2019 and 2020, we executed two of our largest green tariffs to date with
DTE Energy Company, sourcing 840,000 megawatt hours of renewable energy that began supplying us in early 2021 in phase 1
with the remainder expected in mid-2023 in phase 2. Additionally, in 2020 we executed our largest power purchase agreement
to date, with 180 megawatts of solar electricity supplying our U.S. operations starting in 2023. We continue to seek
opportunities for a diversified renewable energy portfolio including wind, solar and landfill gas, including executing a 28
megawatts solar green tariff with TVA to supply our Bowling Green Assembly Plant. In 2021, Energy Star certified two
assembly plants and four buildings in the U.S. for superior energy management. We also met the EPA Energy Star Challenge
for Industry (EPA Challenge) at five additional sites by reducing energy intensity an average of 15% at these sites within two
years. To meet the EPA Challenge, industrial sites must reduce energy intensity by 10% within a five year period. In total, 69
GM-owned manufacturing sites have met the EPA Challenge, with many sites achieving the goal multiple times for a total of
132 recognitions. Additionally, we received recognition from the U.S. Department of Energy (DOE) of 50001 Ready status for
25 facilities. The U.S. DOE 50001 Ready program is a self-guided approach for facilities to establish an energy management
system and self-attest to the structure of ISO 50001, a voluntary global standard for energy management systems in industrial,
commercial and institutional facilities. These sustainability efforts reduce our operational expenses and are part of our approach
to improve the sustainability of our operations by aligning our business strategy with aggressive environmental goals and
reduction targets, collecting accurate data, and publicly reporting progress against our targets.
Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and
evaluate their effect on our business, suppliers and the automotive industry.
Globally, governments continue to introduce new legislation and regulations related to the selection and use of chemicals by
mandating broad prohibitions or restrictions and implementing vehicle interior air quality, green chemistry, life cycle analysis
and product stewardship initiatives. These initiatives give broad regulatory authority to ban or restrict the use of certain
chemical substances and potentially affect automobile manufacturers' responsibilities for vehicle components at the end of a
vehicle's life, as well as chemical selection for product development and manufacturing. Global treaties and initiatives such as
the Stockholm, Basel and Rotterdam Conventions on Chemicals and Waste and the Minamata Convention on Mercury, are
driving chemical regulations across signatory countries. Increases in the use of circuit boards and other electronics may require
additional assessment under the Restriction on Hazardous Substances and Waste from Electrical and Electronic Equipment
directives. New European requirements require suppliers of parts and vehicles to the European market to disclose Substances of
Concern in Parts.
Chemical regulations are increasing in North America. In the U.S., the EPA is moving forward with risk analysis and
management of high priority chemicals under the authority of the 2016 Lautenberg Chemical Safety for the 21st Century Act.
In addition, several U.S. states have chemical management regulations that can affect vehicle design and manufacturing such as
chemical restriction and use requirements. Chemical restrictions and export controls in Canada continue to steadily progress
under the Environment and Climate Change Canada's Chemical Management Plan to assess existing substances and implement
risk management controls on any chemical deemed toxic.
These emerging laws and regulations will potentially lead to increases in costs and supply chain complexity. Manufacturers,
including joint venture partners and suppliers, that do not comply with global and specific country regulations could be subject
to civil penalties, production disruptions, or limitations on the sale of affected products. We believe we are materially in
compliance with substantially all these requirements or expect to be materially in compliance by the required dates.
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Vehicle Safety
GENERAL MOTORS COMPANY AND SUBSIDIARIES
U.S. Requirements The National Traffic and Motor Vehicle Safety Act of 1966 (the Safety Act) regulates the vehicles and
items of motor vehicle equipment that we manufacture and sell. The Safety Act prohibits the sale in the United States of any
new vehicle or equipment that does not conform to applicable federal motor vehicle safety standards established by NHTSA.
Meeting or exceeding the many safety standards is costly as global compliance and non-governmental assessment requirements
continue to evolve and grow more complex, and lack harmonization globally. The Safety Act further requires that if we or
NHTSA determine a vehicle or an item of vehicle equipment does not comply with a safety standard, or that vehicle or
equipment contains a defect that poses an unreasonable safety risk, we must conduct a safety recall to remedy that condition in
the affected vehicles. Should we or NHTSA determine a safety defect or noncompliance issue exists with respect to any of our
vehicles, the cost of such recall campaigns could be substantial.
Other National Requirements Outside of the U.S., many countries have established vehicle safety standards and regulations
and are likely to adopt additional, more stringent requirements in the future. The European General Safety Regulation has
introduced United Nations Economic Commission for Europe (UN-ECE) regulations, which are required for the European Type
Approval process. Globally, governments generally have been adopting UN-ECE based regulations with some variations to
address local concerns. Any difference between North American and UN-ECE based regulations can add complexity and costs
to vehicle development, and we continue to support efforts to harmonize regulations to reduce complexity. New safety and
recall requirements in various countries around the world, including in China, Brazil, and Gulf Cooperation Council countries,
also may add substantial costs and complexity to our safety and field action activities globally. In Canada, vehicle regulatory
requirements are currently aligned with U.S. regulations; however, under the Canadian Motor Vehicle Safety Act, recall
thresholds are different and the Minister of Transport has broad powers to order manufacturers to submit a notice of defect or
non-compliance when the Minister considers it to be in the interest of safety. Further, various governments are beginning to
mandate e-Call and other features that can be market-specific and add complexity and increase our cost of compliance globally.
Crash Test Ratings and New Car Assessment Programs Organizations in various regions around the world, including in the
U.S., rate and compare motor vehicles through various New Car Assessment Programs (NCAPs) to provide consumers and
businesses with additional information about the safety of new vehicles. NCAPs use crash tests and other evaluations that are
different than what is required by applicable regulations, and use stars to rate vehicle safety, with five stars awarded for the
highest rating and one for the lowest. Achieving high NCAP ratings, which can vary by country and region, can add complexity
and cost to vehicles.
Website Access to Our Reports Our internet website address is https://www.gm.com. In addition to the information about us
and our subsidiaries contained in this 2021 Form 10-K, information about us can be found on our website including information
on our corporate governance principles and practices. Our Investor Relations website at https://investor.gm.com contains a
significant amount of information about us, including financial and other information for investors. We encourage investors to
visit our website, as we frequently update and post new information about our company on our website and it is possible that
this information could be deemed to be material information. Our website and information included in or linked to our website
are not part of this 2021 Form 10-K.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange
Act), are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or
furnished to the 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.
* * * * * * *
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Item 1A. Risk Factors
GENERAL MOTORS COMPANY AND SUBSIDIARIES
We have listed below the most material risk factors applicable to us. These risk factors are not necessarily in the order of
importance or probability of occurrence:
Risks related to our competition and strategy
If we do not deliver new products, services, technologies and customer experiences in response to increased competition
and changing consumer preferences in the automotive industry, our business could suffer. We believe that the automotive
industry will continue to experience significant change in the coming years, particularly as traditional automotive original
equipment manufacturers shift resources to the development of EVs. In addition to our traditional competitors, we must also be
responsive to the entrance of start-ups and other non-traditional competitors in the automotive industry. These new competitors,
as well as established industry participants, are disrupting the historic business model of our industry through the introduction
of new technologies, products, services, direct-to-consumer sales channels, methods of transportation and vehicle ownership.
To successfully execute our long-term strategy, we must continue to develop 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 and
other new businesses.
Our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex. The
process of designing and developing new technology, products and services is costly and uncertain and requires extensive
capital investment and the ability to retain and recruit the best talent. If our access to capital were to become significantly
constrained, if costs of capital increased significantly, or if our ability to raise capital is challenged relative to our peers, in each
case including as a result of any constraints on lending due to concerns about climate change, our ability to execute on our
strategic plans could be adversely affected. Further, the market for highly skilled workers and leaders in our industry is
extremely competitive. Failure to attract, hire, develop, motivate and retain highly qualified and diverse employees could
disrupt our operations and adversely affect our strategic plans.
There can be no assurance that advances in technology will occur in a timely or feasible way, if at all, that others will not
acquire similar or superior technologies sooner than we do, or that we will acquire technologies on an exclusive basis or at a
significant price advantage. 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, our sales, profitability
and long-term competitiveness may be harmed.
Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle
models, including EVs, that are able to attract a sufficient number of consumers. We operate in a very competitive industry
with market participants routinely introducing new and improved vehicle models and features 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, trucks and SUVs is critical to our long-term profitability. Successful
launches of our new vehicles are critical to our short-term profitability. The new vehicle development process can take two
years or more, and a number of factors may lengthen that time period. Because of this product development cycle and the
various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product
introductions, technological innovations, fuel prices, general economic conditions, regulatory developments, transportation
infrastructure and changes in quality, safety, reliability and styling demands and preferences, an initial product concept or
design may not result in a saleable vehicle or a vehicle that generates sales in sufficient quantities and at high enough prices to
be profitable. Our high proportion of fixed costs, both due to our significant investment in property, plant and equipment as
well as other requirements of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to
changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our
vehicles.
Our long-term strategy is dependent upon our ability to profitably deliver a broad portfolio of EVs. The production and
profitable sale of EVs has become increasingly important to our long-term business as we accelerate our transition to an all-
electric future. In 2021, we increased our commitment to investments in EV and AV technologies to more than $35.0 billion
from 2020 through 2025, with plans to launch more than 30 new EV models globally across several price points in that
timeframe. Our EV strategy is dependent on our ability to deliver a broad portfolio of high-quality EVs that are competitive and
meet consumer demands; reduce the costs associated with the manufacture of EVs, particularly with respect to batteries;
increase vehicle range and the energy density of our batteries; license and monetize our proprietary platforms and related
innovations; successfully invest in new technologies relative to our peers; develop new software and services; and leverage our
scale, manufacturing capabilities and synergies with existing ICE vehicles.
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In addition, consumer adoption of EVs will be critical to the success of our strategy. Consumer adoption of EVs 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 full battery charge; the
proliferation of charging infrastructure, in particular with respect to public EV charging stations; cost and availability of high
fuel-economy ICE vehicles; 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
cleaner energy grids and EV charging stations, and to provide economic incentives promoting the adoption of EVs; and
negative feedback from stakeholders impacting investor and consumer confidence in our company or industry. If we are unable
to successfully deliver on our EV strategy, it could materially and adversely affect our results of operations, financial condition
and growth prospects, and could negatively impact our brand and reputation.
Our near-term profitability is dependent upon the success of our current line of full-size ICE SUVs and full-size ICE
pickup trucks. While we offer a broad portfolio of cars, crossovers, SUVs and trucks, and we have announced significant plans
to design, build and sell a broad portfolio of EVs, we currently recognize higher profit margins on our full-size ICE SUVs and
full-size ICE trucks. Our near-term success is dependent upon our ability to sell higher margin vehicles in sufficient volumes.
We also plan to use the cash generated by our ICE vehicles to fund our growth strategy, including the development and sale of
EVs and AVs. 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, concerns about
climate change, including any constraints related to lending on GHG-emitting products, or other reasons, could weaken the
demand for our higher margin vehicles. More stringent fuel economy regulations could also impact our ability to sell these
vehicles or could result in additional costs associated with these vehicles. 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. The global automotive industry is highly competitive in terms of the quality, innovation, new technologies, pricing,
fuel economy, reliability, safety, customer service and financial services offered. Additionally, overall manufacturing capacity
in the industry has historically far exceeded demand. In addition, we have made, and plan to continue to make, significant
investments in EV manufacturing capacity based on our expectations for EV demand, which is subject to various risks and
uncertainties as described above. Many manufacturers, including GM, have relatively high fixed labor costs as well as
limitations on their ability to close facilities and reduce fixed costs, often as a result of collective bargaining agreements. In
light of any excess capacity and high fixed costs, many industry participants have attempted to sell more vehicles by providing
subsidized financing or leasing programs, offering marketing incentives or reducing vehicle prices. As a result, we may be
required to offer similar incentives that 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. Our competitors may also seek to benefit from
economies of scale by consolidating or entering into other strategic agreements such as alliances or joint ventures intended to
enhance their competitiveness.
Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key
emerging markets and have announced their intention to export their products to established markets as a low-cost alternative to
established entry-level automobiles. 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
operating results in these markets.
Our AV strategy is dependent upon our ability to successfully mitigate unique technological, operational and regulatory
risks. GM Cruise Holdings LLC (Cruise Holdings), our majority-owned subsidiary, is responsible for the development and
commercialization of AV technology. Our AV operations are capital intensive and 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, such as
Light Detection and Ranging (LiDAR) sensors and other components; access to sufficient capital; risks related to the
manufacture of purpose-built AVs; 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. In addition, we face
risks related to the commercial deployment of AVs on our targeted timeline or at all, including consumer acceptance,
achievement of adequate safety and other performance standards and compliance with uncertain, evolving and potentially
conflicting federal and state or provincial regulations. 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 technology. Any of the foregoing could materially and
adversely affect our results of operations, financial condition and growth prospects.
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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. Increasing attention to climate change, increasing societal expectations on
companies to address climate change and changes in consumer preferences may result in increased costs, reduced demand for
our products, reduced profits, risks associated with new regulatory requirements and the potential for increased litigation and
governmental investigations. Climate change 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, which may be material. These
requirements may increase the cost of, and/or diminish demand for, our ICE vehicles. 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.”
Part of our strategy to address these risks includes our transition to EVs, which presents additional risks, including reduced
demand for, and therefore profits from, our ICE vehicles, which we plan to use to fund our growth strategy; higher costs related
to EV technologies impacting profitability compared to ICE vehicles; and risks related to the success of our EV strategy. See
“Our long-term strategy is dependent upon our ability to profitably deliver a broad 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 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 and
timely delivery of vehicles to customers, and could negatively impact working conditions at our plants and those of our
suppliers. 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. 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. A number of economic and market conditions drive changes in new vehicle sales, including disruptions in the
new vehicle supply chain, the availability and prices of used vehicles, levels of unemployment and inflation, availability of
affordable financing, fluctuations in the cost of fuel, consumer confidence and demand for vehicles, political unrest or
uncertainty, the occurrence of a contagious disease or illness, including COVID-19, barriers to trade and other global economic
conditions. For a discussion of economic and market trends, see the "Overview" section in Part II, Item 7. MD&A. Any
significant decrease in new vehicle sales could materially and adversely affect our results of operations and financial condition.
High prices and uncertain availability of commodities, raw materials or other inputs used by us and our suppliers, or
instability in logistics and related costs, could negatively impact our profitability. Increases in prices for commodities, raw
materials 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,
may lead to higher production costs for parts, components and vehicles. In addition, any increase in the cost 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. Further, increasing global demand
for, and uncertain supply of, such materials could disrupt our or our suppliers’ ability to obtain such materials in a timely
manner and/or could lead to increased costs. Geopolitical risk, fluctuations in supply and demand, any weakening of the U.S.
dollar and other economic and political factors may continue to create pricing pressure for commodities, raw materials and
other inputs. These inflationary pressures could, in turn, negatively impact our future 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. Pursuing opportunities in the
Chinese market is an important component of our global growth strategy. Our business in China is subject to aggressive
competition from many of the largest global manufacturers and numerous domestic manufacturers as well as non-traditional
market participants, such as domestic technology companies. In addition, our success in China depends upon our ability to
adequately address unique market and consumer preferences driven by advancements related to EVs, infotainment, software-
enabled connected services and other new technologies. Our ability to fully deploy our technologies in China may be impacted
by evolving laws and regulations in the U.S. and China. Increased competition, continued U.S.-China trade tensions or
weakening economic conditions in China, among other factors, may result in cost increases, price reductions, reduced sales,
profitability and margins, and challenges to gaining or holding market share.
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. In order to maintain access to the
Chinese market, we may be required to comply with significant technical and other regulatory requirements that are unique to
the Chinese market, at times with challenging lead times. These actions may increase the cost of doing business in China or
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limit how and under what conditions we may do business in China, which could materially and adversely affect our profitability
and financial condition.
We benefit from many ongoing strategic business relationships, and a significant amount of our operations are conducted
by joint ventures, which we cannot operate solely for our benefit. We are engaged in many strategic business relationships,
and we expect that such arrangements will continue to be an important factor in the growth and success of our business,
particularly in light of industry consolidation. 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. If we are unable to successfully source and
execute on strategic business relationships in the future, our overall growth could be impaired, and our business, prospects and
results of operations could be materially adversely affected.
In addition, many of our operations, primarily in China and Korea as well as our battery manufacturing operations with LG
Energy Solution, are carried out by joint ventures. In joint ventures we share ownership and management of a company with
one or more parties who may not have the same goals, strategies, priorities or resources as we do and may compete with us
outside the joint venture. Joint ventures are intended to be operated for the benefit of all co-owners, rather than for our
exclusive benefit. Operating a business as a joint venture often requires additional organizational formalities as well as time-
consuming procedures for sharing information and making decisions that must further take into consideration our partners'
interests. In joint ventures we are required to foster our relationships with our co-owners as well as promote the overall success
of the joint venture, and if a co-owner changes, relationships deteriorate or strategic objectives diverge, our success in the joint
venture may be materially adversely affected. Further, the benefits from a successful joint venture are shared among the co-
owners, therefore we do not receive all the benefits from our successful joint ventures.
In addition, because we share ownership and management with one or more parties, we may have limited control over the
actions of a joint venture, particularly when we own a minority interest. As a result, we may be unable to prevent violations of
applicable laws or other misconduct by a joint venture or the failure to satisfy contractual obligations by one or more parties.
Moreover, a joint venture may not follow the same requirements regarding compliance, internal controls and internal control
over financial reporting that we follow. To the extent another party makes decisions that negatively impact the joint venture or
internal control issues arise within the joint venture, we may have to take responsive actions, or we may be subject to penalties,
fines or other punitive actions for these activities.
The international scale and footprint of our operations expose us to additional risks. We manufacture, sell and service
products globally and rely upon an integrated global supply chain to deliver the raw materials, components, systems and parts
that we need to manufacture our products. Our global operations subject us to extensive domestic and foreign legal and
regulatory requirements, and a variety of other political, economic and regulatory risks, 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 or government controls over certain sectors; (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; (7) new non-tariff barriers to entry or domestic preference procurement requirements, or enforcement of,
changes to, withdrawals from or impediments to implementing free trade agreements (for example, the United States-Mexico-
Canada Agreement), or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign
currency exchange rates, particularly in Brazil and Argentina, and interest rates; (9) economic downturns or significant changes
in 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 and other similar measures; (12) 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,
including the occurrence of a contagious disease or illness, such as COVID-19, and other catastrophic events.
Any significant disruption at one of our manufacturing facilities could disrupt our production schedule. We assemble
vehicles at various facilities around the world. Our facilities are typically designed to produce particular models for particular
geographic markets. No single facility is designed to manufacture our full range of vehicles. In some cases, certain facilities
produce products, systems, components and parts that disproportionately contribute a greater degree to our profitability than
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others and create significant interdependencies among manufacturing facilities around the world. Should these or other facilities
become unavailable either temporarily or permanently for any number of reasons, including labor disruptions, supply chain
disruptions, the occurrence of a contagious disease or illness, such as COVID-19, or catastrophic weather events, whether or not
as a result of climate change, the inability to manufacture at the affected facility may result in harm to our reputation, increased
costs, lower revenues and the loss of customers. In particular, substantially all of our hourly employees are represented by
unions and covered by collective bargaining agreements that must be negotiated from time-to-time, including at the local
facility level, which increases our risk of work stoppages. We may not be able to easily shift production to other facilities or to
make up for lost production. Any new facility needed to replace an inoperable manufacturing facility would need to comply
with the necessary regulatory requirements, need to satisfy our specialized manufacturing requirements and require specialized
equipment.
Any disruption in our suppliers’ operations could disrupt our production schedule. Our automotive operations are
dependent upon the continued ability of our suppliers to deliver the systems, components, raw materials and parts that we need
to manufacture our products. Our use of “just-in-time” manufacturing processes allows us to maintain minimal inventory. As a
result, our ability to maintain production is dependent upon our suppliers delivering sufficient quantities of systems,
components, raw materials and parts on time to meet our production schedules. In some instances, we purchase systems,
components, raw materials and parts that are ultimately derived from a single source and may be at an increased risk for supply
disruptions. Any number of factors, including labor disruptions, catastrophic weather events, the occurrence of a contagious
disease or illness, such as COVID-19, contractual or other disputes, unfavorable economic or industry conditions, 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. If the COVID-19 pandemic continues to spread or re-emerges and results in a
prolonged period of travel, commercial, social and other similar restrictions, we could experience continued and/or additional
global supply disruptions. If we experience supply disruptions, we may not be able to develop alternate sourcing quickly. 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.
In particular, a global semiconductor supply shortage has had, and is continuing to have, wide-ranging effects across multiple
industries, particularly the automotive industry, and it has impacted multiple suppliers that incorporate semiconductors into the
parts they supply to us. As a result, the semiconductor supply shortage has had, and depending on how long it persists, could
continue to have, a material impact on our operations.
The COVID-19 pandemic and its impact on the global economy may disrupt our business and operations, which could
materially adversely impact our business, financial condition, liquidity and results of operations. Pandemics, epidemics or
disease outbreaks in the U.S. or globally may disrupt our business, which could materially affect our results of operations,
financial condition, liquidity and future expectations. The COVID-19 pandemic has caused, and is continuing to cause,
significant disruption to the global economy, including the automotive industry, and has had a material impact on our business.
However, the full extent to which the COVID-19 pandemic will impact our operations will depend on future developments,
including the duration and severity of the pandemic, any subsequent outbreaks of the virus or any related variants and the
efficacy, availability and adoption of vaccines. Future developments are highly uncertain and cannot be predicted with
confidence and may adversely impact our global supply chain and global manufacturing operations and cause us to again
suspend our operations in the U.S. and elsewhere. In particular, if the COVID-19 pandemic continues or re-emerges,
particularly in North America where our profits are most concentrated, resulting in a prolonged period of travel, commercial,
social and other similar restrictions, we could experience among other things: (1) continued or additional global supply
disruptions, including a delayed recovery from the global semiconductor supply shortage; (2) labor disruptions; (3) an inability
to manufacture; (4) an inability to sell to our customers; (5) a decline in showroom traffic and customer demand during and
following the pandemic; (6) customer defaults on automobile loans and leases; (7) lower than expected pricing on vehicles sold
at auction; and (8) an impaired ability to access credit and the capital markets. We may also be subject to enhanced legal risks,
including potential litigation related to the COVID-19 pandemic. We also have substantial cash requirements going forward,
including: (1) ongoing cash costs including payments associated with previously announced vehicle recalls, the settlements of
multi-district litigation and other recall-related contingencies, payments to service debt and other long-term obligations,
including mandatory contributions to our pension plans; and (2) capital expenditures and payments for engineering and product
development activities. Our ability to meet these cash requirements may be negatively impacted by the ongoing COVID-19
pandemic. Any resulting financial impact or the duration of such impact cannot be reasonably estimated at this time, but the
COVID-19 pandemic could have a material impact on our business, financial condition and results of operations going forward.
We may continue to restructure our operations in the U.S. and various other countries and initiate additional cost
reduction actions, but we may not succeed in doing so. Since 2017, we have undertaken restructuring actions to lower our
operating costs in response to difficult market and operating conditions in various parts of the world, including the U.S.,
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Canada, Korea, Southeast Asia, India, Africa, Australia and New Zealand and Europe. As we continue to assess our
performance throughout our regions, we may take additional restructuring actions to rationalize our operations, which may
result in material asset write-downs or impairments and reduce our profitability in the periods incurred. In addition, these
restructuring actions subject us to increased risks of labor unrest or strikes, supplier, dealer, or other third-party litigation,
regulator claims or proceedings, negative publicity and business disruption. Failure to realize anticipated savings or benefits
from our restructuring and/or cost reduction actions could have a material adverse effect on our business, liquidity and cash
flows.
Risks related to our intellectual property, cybersecurity, information technology and data management practices
Competitors may independently develop products and services similar to ours, and there are no guarantees that GM’s
intellectual property rights would prevent competitors from independently developing or selling those products and services.
There may be instances where, notwithstanding our intellectual property position, competitive products or services may impact
the value of our brands and other intangible assets, and our business may be adversely affected. 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. 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. In addition, we
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. 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. In addition, to prevent unauthorized use of our intellectual property, it may be necessary to prosecute actions for
infringement, misappropriation or other violation of our intellectual property against third parties. Any such action could result
in significant costs and diversion of our resources and management’s attention, and there can be no assurance that we will be
successful in any such action.
Security breaches and other disruptions to information technology systems and networked products, including connected
vehicles, owned or maintained by us, GM Financial, 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. We rely upon
information technology systems and manufacture networked and connected products, some of which are managed by third
parties, to process, transmit and store electronic information and to manage or support a variety of our business processes,
activities and products. Additionally, we and GM Financial collect and store sensitive 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). The secure operation of these systems and products, and the processing and
maintenance of the information processed by these systems and products, is critical to our business operations and strategy.
Further, customers using our systems rely on the security of our infrastructure, including hardware and other elements provided
by third parties, to ensure the reliability of our products and the protection of their data. We also face the risk of operational
disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including
vendors, service providers, suppliers, customers, counterparties, exchanges, clearing agents, clearinghouses or other financial
intermediaries. 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. Despite our security measures
and business continuity plans, our information technology systems and networked and connected products may be vulnerable to
damage, disruptions or shutdowns caused by attacks by hackers, computer viruses, malware (including “ransomware”),
phishing attacks or breaches due to errors or malfeasance by employees, contractors and others who have access to these
systems and products. The occurrence of any of these events could compromise the confidentiality, operational integrity and
accessibility of these systems and products and the data that resides within them. Similarly, such an occurrence could result in
the compromise or loss of the information processed by these systems and products. Such events could result in, among other
things, the loss of proprietary data, interruptions or delays in our business operations and damage to our reputation. 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 or regulatory penalties and related costs under laws protecting the privacy of personal information;
disrupt our operations; or reduce the competitive advantage we hope to derive from our investment in advanced technologies.
Various events described above have occurred in the past and may occur in the future. Although impacts of past events have
been immaterial, the impacts of such events in the future may be material.
Security breaches and other disruptions of our in-vehicle systems could impact the safety of our customers and reduce
confidence in GM and our products. 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
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unauthorized access to these systems. However, hackers have reportedly attempted, and may attempt in the future, to gain
unauthorized access to modify, alter and use such 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. Any unauthorized
access to or control of our vehicles or their systems could adversely impact the safety of our customers or result in legal claims
or proceedings, liability or regulatory penalties. Laws that would permit third-party access to vehicle data and related systems
could expose our vehicles and vehicle systems to third-party access without appropriate security measures in place, leading to
new safety and security risks for our customers and reducing customer trust and confidence in our products. In addition,
regardless of their veracity, reports of unauthorized access to our vehicles or their systems could negatively affect our brand and
harm our reputation, which could adversely impact our business and operating results.
Our enterprise data practices, including the collection, use, sharing and security of the Personal Identifiable Information
of our customers, employees and suppliers, are subject to increasingly complex and restrictive regulations in all key market
regions. Under these regulations, the failure to maintain compliant data practices could result in consumer complaints and
regulatory inquiry, resulting in civil or criminal penalties, as well as brand impact or other harm to our business. In addition,
increased consumer sensitivity to real or perceived failures in maintaining acceptable data practices could damage our
reputation and deter current and potential users or customers from using our products and services. The cost of compliance with
these laws and regulations will be high and is likely to increase in the future. 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.
Risks related to government regulations and litigation
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 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 or exceeding the requirements of these regulations is costly, often technologically challenging and may require phase-
out of internal combustion propulsion in certain major jurisdictions, and these standards are often not harmonized across
jurisdictions. We anticipate that the number and extent of these and other regulations, laws and policies, and the related costs
and changes to our product portfolio, may increase significantly in the future, primarily motivated by efforts to reduce GHG
emissions. 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 products, subsidize the sale of less profitable ones,
change our manufacturing processes, pay penalties or undertake other activities that may require us to incur additional expense,
which may be material. These requirements may increase the cost of, and/or 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. 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. Refer to the “Environmental and Regulatory Matters” section of Item 1. Business for further information on
regulatory and environmental requirements.
We expect that to comply with fuel economy and GHG emission standards and mandates to sell specific volumes of ZEV in
certain jurisdictions, we will be required to sell a significant volume of EVs, and potentially develop and implement new
technologies for conventional internal combustion engines, all of which will require substantial investment and expense. 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 for 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. There is no assurance that we will be able to
produce and sell vehicles that use such new technologies on a profitable basis or that our customers will purchase such vehicles
in the quantities necessary for us to comply with current or future regulatory requirements.
In the current uncertain regulatory framework, compliance costs for which we may be responsible and that are not reasonably
estimable could be substantial. Alleged violations of fuel economy or emission standards could result in legal proceedings, the
recall of one or more of our products, negotiated remedial actions, fines, restricted product offerings or a combination of any of
those items. Any of these actions could have a material adverse effect on our profitability, financial condition and operations,
including facility idling, reduced employment, increased costs and loss of revenue.
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In addition, many of our advanced technologies, including AVs, present novel issues with which domestic and foreign
regulators have only limited experience, and will be subject to evolving regulatory frameworks. Any current or future
regulations in these areas could impede the successful commercialization of these technologies and impact whether and how
these technologies are designed and integrated into our products, and may ultimately subject us to increased costs and
uncertainty.
We could be materially adversely affected by unusual or significant litigation, governmental investigations or other
proceedings. 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, 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 governmental proceedings and investigations. A negative outcome in one or more of these
legal proceedings could result in the imposition of damages, including punitive damages, fines, reputational harm, civil lawsuits
and criminal penalties, interruptions of business, modification of business practices, equitable remedies and other sanctions
against us or our personnel as well as legal and other costs, all of which may be significant. For a further discussion of these
matters refer to Note 16 to our consolidated financial statements.
The costs and effect on our reputation of product safety recalls and alleged defects in products and services could
materially adversely affect our business. Government safety standards require manufacturers to remedy certain product safety
defects through recall campaigns and vehicle repurchases. Under these standards, we could be subject to civil or criminal
penalties or may incur various costs, including significant costs for repairs made at no cost to the consumer. The costs we incur
in connection with these recalls typically include the cost of the part being replaced and labor to remove and replace the
defective part. The costs to complete a recall could be exacerbated to the extent that such action relates to a global platform,
such as the Chevrolet Bolt EV recall. Concerns about the safety of our products, including advanced technologies like AVs,
whether raised internally or by regulators or consumer advocates, and whether or not based on scientific evidence or supported
by data, can result in product delays, recalls, field actions, lost sales, governmental investigations, regulatory action, private
claims, lawsuits and settlements and reputational damage. These circumstances can also result in damage to brand image, brand
equity and consumer trust in our products and ability to lead the disruption occurring in the automotive industry.
We currently source a variety of systems, components, raw materials and parts from third parties. 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. 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. We are subject to the tax laws and
regulations of the U.S. and numerous other jurisdictions in which we do business. Many judgments are required in determining
our worldwide provision for income taxes and other tax liabilities, and we are regularly under audit by the U.S. Internal
Revenue Service and other tax authorities, which may not agree with our tax positions. 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
countries in which we do business, the possibility of adverse determinations with respect to the application of existing laws,
changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities. 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.
Risks related to Automotive Financing - GM Financial
We rely on GM Financial to provide financial services to our customers and dealers. GM Financial faces a number of
business, economic and financial risks that could impair its access to capital and negatively affect its business and operations,
which in turn could impede its ability to provide leasing and financing to customers and commercial lending to our dealers. Any
reduction in GM Financial’s ability to provide such financial services would negatively affect our efforts to support additional
sales of our vehicles and expand our market penetration among customers and dealers.
The primary factors that could adversely affect GM Financial’s business and operations and reduce its ability to provide
financing services at competitive rates include the sufficiency, availability and cost of sources of financing, including credit
facilities, securitization programs and secured and unsecured debt issuances; the performance of loans and leases in its
portfolio, which could be materially affected by charge-offs, delinquencies and prepayments; wholesale auction values of used
vehicles; vehicle return rates and the residual value performance on vehicles GM Financial leases to customers; fluctuations in
interest rates and currencies; competition for customers from commercial banks, credit unions and other financing and leasing
companies; and changes to regulation, supervision, enforcement and licensing across various jurisdictions.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
In addition, GM Financial has certain floating-rate obligations, hedging transactions and floating-rate dealer loans that
determine their applicable interest rate or payment amount by reference to the London Interbank Offered Rate (LIBOR). The
U.K. Financial Conduct Authority, which regulates LIBOR, has announced that it will no longer persuade or compel banks to
submit rates for the calculation of LIBOR after 2021. In March 2021, the ICE Benchmark Administration Limited, the
administrator of LIBOR, extended the transition dates of certain LIBOR tenors (including all U.S. Dollar LIBOR tenors other
than one-week and two-month U.S. Dollar LIBOR tenors) to June 30, 2023, after which LIBOR reference rates will cease to be
provided. Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. Dollar LIBOR should be
entered into after December 31, 2021. It is unknown whether any banks will continue to voluntarily submit rates for the
calculation of LIBOR, or whether LIBOR will continue to be published by its administrator based on these submissions or on
any other basis, after such dates. At this time, it is not possible to predict the effect that these developments or any
discontinuance, modification or other reforms may have on LIBOR, other benchmarks or floating-rate debt instruments,
including GM Financial’s floating-rate debt. Any such discontinuance, modification, alternative reference rates or other reforms
may materially adversely affect interest rates on GM Financial’s current indebtedness. There is a risk that the discontinuation of
LIBOR will impact GM Financial's ability to manage interest rate risk effectively without an adequate replacement.
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. Compliance with these laws
and regulations requires that GM Financial maintain forms, processes, procedures, controls and the infrastructure to support
these requirements, and these laws and regulations often create operational constraints both on GM Financial’s ability to
implement servicing procedures and on pricing. Laws in the financial services industry are designed primarily for the protection
of consumers. The failure to comply with these laws could result in significant statutory civil and criminal penalties, monetary
damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer
relationships.
Risks related to defined benefit pension plans
Our defined benefit pension plans are currently underfunded and our pension funding requirements could increase
significantly due to a reduction in funded status as a result of a variety of factors, including weak performance of financial
markets, declining interest rates, changes in laws or regulations, or changes in assumptions or investments that do not
achieve adequate returns. Our employee benefit plans currently hold a significant amount of equity and fixed income
securities. 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.
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. Future funding requirements generally increase if the discount rate decreases or if
actual asset returns are lower than expected asset returns, assuming other factors are held constant. We estimate future
contributions to these plans using assumptions with respect to these and other items. Changes to those assumptions could have a
significant effect on future contributions.
There are additional risks due to the complexity and magnitude of our investments. Examples include implementation of
significant changes in investment policy, insufficient market liquidity in particular asset classes and the inability to quickly
rebalance illiquid and long-term investments.
Factors that affect future funding requirements for our U.S. defined benefit plans generally affect the required funding for
non-U.S. plans. 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.
Item 1B. Unresolved Staff Comments
None.
* * * * * * *
* * * * * * *
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Item 2. Properties
GENERAL MOTORS COMPANY AND SUBSIDIARIES
At December 31, 2021, we had over 100 locations in the U.S. (excluding our automotive financing operations and
dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing. We, our
subsidiaries or associated companies in which we own an equity interest, own most of these properties and/or lease a portion of
these properties. Leased properties are primarily composed of warehouses and administration, engineering and sales offices.
We have manufacturing, assembly, distribution, office or warehousing operations in 29 countries, including equity interests
in associated companies, which perform manufacturing, assembly or distribution operations. The major facilities outside the
U.S., which are principally vehicle manufacturing and assembly operations, are located in Brazil, Canada, China, Mexico and
South Korea.
GM Financial owns or leases facilities for administration and regional credit centers. GM Financial has 37 facilities, of which
24 are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China and Mexico.
Item 3. Legal Proceedings
* * * * * * *
The discussion under "Litigation-Related Liability and Tax Administrative Matters" in Note 16 to our consolidated financial
statements is incorporated by reference into this Part I - Item 3.
Item 4. Mine Safety Disclosures
Not applicable.
* * * * * * *
* * * * * * *
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information Shares of our common stock are publicly traded on the New York Stock Exchange under the symbol
"GM".
Holders At January 18, 2022, we had 1.5 billion issued and outstanding shares of common stock held by 475 holders of record.
Dividends We do not plan to reinstate a regular common stock dividend at this time as we prioritize investment in our growth
strategy.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's
500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years. It assumes $100 was invested
on December 31, 2016, with dividends being reinvested.
The following table summarizes stock performance graph data points in dollars:
General Motors Company
S&P 500 Stock Index
Dow Jones Automobile & Parts Titans 30 Index
Years ended December 31,
2016
2017
2018
2019
2020
2021
$100
$100
$100
$123
$122
$121
$104
$116
$95
$119
$153
$108
$138
$181
$163
$194
$233
$204
24
Stock Performance GraphGeneral Motors CompanyS&P 500 Stock IndexDow Jones Automobile & Parts Titans 30 Index201620172018201920202021$0$25$50$75$100$125$150$175$200$225$250 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, 2021:
October 1, 2021 through October 31, 2021
November 1, 2021 through November 30, 2021
December 1, 2021 through December 31, 2021
Total
Total Number
of Shares
Purchased(a)
Weighted
Average
Price Paid
per Share
Total Number of
Shares Purchased
Under Announced
Programs(b)
26,954 $ 53.13
— $ —
— $ —
26,954 $ 53.13
—
—
—
—
Approximate Dollar
Value of Shares That
May Yet be Purchased
Under Announced
Programs
$3.3 billion
$3.3 billion
$3.3 billion
__________
(a) Shares purchased consist of shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common
stock upon the vesting of Restricted Stock Units (RSUs) 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, 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.
(b) In January 2017, we announced that our Board of Directors had authorized the purchase of up to an additional $5.0 billion of our
common stock with no expiration date.
Item 6. [Reserved]
* * * * * * *
* * * * * * *
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This MD&A should be read in conjunction with the accompanying audited consolidated financial statements and notes.
Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties
that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of
this MD&A and Part I, Item 1A. Risk Factors for a discussion of these risks and uncertainties. The discussion of our financial
condition and results of operations for the year ended December 31, 2019 included in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended
December 31, 2020 is incorporated by reference into this MD&A.
Non-GAAP Measures Our non-GAAP measures include: earnings before interest and taxes (EBIT)-adjusted, presented net of
noncontrolling interests; earnings before income taxes (EBT)-adjusted for our GM Financial segment; earnings per share
(EPS)-diluted-adjusted; effective tax rate-adjusted (ETR-adjusted); return on invested capital-adjusted (ROIC-adjusted) and
adjusted automotive free cash flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled
measures of other companies due to potential differences between companies in the method of calculation. As a result, the use
of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for,
related U.S. GAAP measures.
These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and
benchmark performance between periods and among geographic regions to understand operating performance without regard to
items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow
investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the
investment decisions being made by management to improve ROIC-adjusted. Management uses these measures in its financial,
investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting
processes. 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.
EBIT-adjusted 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.
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Examples of adjustments to EBIT include, but are not limited to, impairment charges on long-lived assets and other exit costs
resulting from strategic shifts in our operations or discrete market and business conditions; costs arising from the ignition
switch recall and related legal matters; and certain currency devaluations associated with hyperinflationary economies. 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. Our corresponding
measure for our GM Financial segment is EBT-adjusted because interest income and interest expense are part of operating
results when assessing and measuring the operational and financial performance of the segment.
EPS-diluted-adjusted EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated
diluted EPS results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-
diluted less adjustments noted above for EBIT-adjusted and certain income tax adjustments divided by weighted-average
common shares outstanding-diluted. Examples of income tax adjustments include the establishment or reversal of significant
deferred tax asset valuation allowances.
ETR-adjusted 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 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. GAAP measure may include significant adjustments that are difficult to predict.
ROIC-adjusted ROIC-adjusted is used by management and can be used by investors to review our investment and capital
allocation decisions. 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 other postretirement benefits (OPEB) liabilities; and
average automotive net income tax assets during the same period.
Adjusted automotive free cash flow Adjusted automotive free cash flow is used by management and can be used by
investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital
allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive
operations. We measure adjusted automotive free cash flow as automotive operating cash flow from operations less capital
expenditures adjusted for management actions. Management actions can include voluntary events such as discretionary
contributions to employee benefit plans or nonrecurring specific events such as a closure of a facility that are considered special
for EBIT-adjusted purposes. Refer to the “Liquidity and Capital Resources” section of this MD&A for additional information.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
The following table reconciles Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted:
Net income attributable to stockholders
$
10,019 $
6,427 $
6,732
Years Ended December 31,
2021
2020
2019
Income tax expense
Automotive interest expense
Automotive interest income
Adjustments
Patent royalty matters(a)
GM Brazil indirect tax matters(b)
Cadillac dealer strategy(c)
GM Korea wage litigation(d)
GMI restructuring(e)
Ignition switch recall and related legal matters(f)
Transformation activities(g)
FAW-GM divestiture(h)
Total adjustments
EBIT-adjusted
2,771
950
1,774
1,098
(146)
(241)
250
194
175
82
—
—
—
—
701
—
—
99
—
683
(130)
—
—
652
769
782
(429)
—
(1,360)
—
—
—
—
1,735
164
539
$
14,295 $
9,710 $
8,393
________
(a) This adjustment was excluded because it relates to potential royalties accrued with respect to past-year sales.
(b) These adjustments were excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of
Brazil resulting in retrospective recoveries of indirect taxes in the year ended December 31, 2019, and a potential settlement with certain
third parties relating to these recoveries in the year ended December 31, 2021.
(c) These adjustments were excluded because they relate to strategic activities to transition certain Cadillac dealers from the network as part
of Cadillac's electric vehicle strategy.
(d) This adjustment was excluded because of the unique events associated with recent Supreme Court of the Republic of Korea (Korea
Supreme Court) decisions related to our salaried workers.
(e) These adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing
our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustments
primarily consist of dealer restructurings, asset impairments, inventory provisions and employee separation charges in Australia, New
Zealand, Thailand and India in the year ended December 31, 2020.
(f) These adjustments were excluded because of the unique events associated with the ignition switch recall, which included various
investigations, inquiries and complaints from constituents.
(g) These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core
business, capitalize on the future of personal mobility, and drive significant cost efficiencies. The adjustments primarily consist of
accelerated depreciation, supplier-related charges, pension and other curtailment charges and employee-related separation charges in the
year ended December 31, 2019.
(h) This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM),
as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher
returns.
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The following table reconciles diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted:
Years Ended December 31,
2021
2020
2019
Amount
Per Share
Amount
Per Share
Amount
Per Share
Diluted earnings per common share
$
9,837 $
6.70 $
6,247 $
4.33 $
6,581 $
Adjustments(a)
Tax effect on adjustments(b)
Tax adjustments(c)
EPS-diluted-adjusted
701
(105)
(51)
0.47
(0.07)
(0.03)
652
0.46
539
(70)
(0.05)
(188)
(0.13)
236
0.16
—
—
$ 10,382 $
7.07 $
7,065 $
4.90 $
6,932 $
4.82
4.57
0.38
________
(a) Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the
MD&A for adjustment details.
(b) The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the
adjustment relates.
(c) In the year ended December 31, 2021, the adjustments consist of tax benefits related to a deduction for an investment in a subsidiary and
resolution of uncertainty relating to an indirect tax refund claim in Brazil, partially offset by tax expense related to the establishment of a
valuation allowance against Cruise deferred tax assets. In the year ended December 31, 2020, the adjustment consists of tax expense
related to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand. These adjustments were
excluded because of the unique nature of these events and significant impacts of valuation allowances are not considered part of our core
operations.
The following table reconciles our effective tax rate under U.S. GAAP to ETR-adjusted:
Years Ended December 31,
2021
2020
2019
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
Income
before
income taxes
$
Effective tax rate
Adjustments(a)
Tax adjustments(b)
ETR-adjusted
12,716 $ 2,771
21.8 % $
8,095 $ 1,774
21.9 % $
7,436 $
726
105
51
652
70
(236)
545
$
13,442 $ 2,927
21.8 % $
8,747 $ 1,608
18.4 % $
7,981 $
769
188
—
957
10.3 %
12.0 %
__________
(a) Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the
MD&A for adjustment details. Net income attributable to noncontrolling interests for these adjustments is included in the years ended
December 31, 2021 and 2019. 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 under U.S. GAAP to EPS-diluted-adjusted within this section of the
MD&A for adjustment details.
We define return on equity (ROE) as Net income (loss) attributable to stockholders for the trailing four quarters divided by
average equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE.
The following table summarizes the calculation of ROE (dollars in billions):
Net income (loss) attributable to stockholders
Average equity(a)
ROE
Years Ended December 31,
2021
2020
2019
$
$
$
$
10.0
56.5
17.7 %
$
$
6.4
43.3
14.9 %
6.7
43.7
15.4 %
_______
(a) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to
stockholders.
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The following table summarizes the calculation of ROIC-adjusted (dollars in billions):
EBIT-adjusted(a)
Average equity(b)
Add: Average automotive debt and interest liabilities (excluding finance
leases)
Add: Average automotive net pension & OPEB liability
Less: Average automotive net income tax asset
ROIC-adjusted average net assets
ROIC-adjusted
Years Ended December 31,
2021
2020
2019
$
$
$
$
14.3
56.5
17.1
15.8
$
$
9.7
43.3
27.8
17.6
(22.2)
(24.0)
$
67.2
$
64.7
$
21.3 %
15.0 %
8.4
43.7
14.9
16.7
(23.5)
51.8
16.2 %
________
(a) Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of the
MD&A.
(b) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.
Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion, which guides our growth-
focused strategy to invest in EVs and AVs, software-enabled services and subscriptions and new business opportunities, while
strengthening our market position in profitable ICE vehicles, such as trucks and SUVs. We will execute our strategy with a
diverse team and a steadfast commitment to good citizenship through sustainable operations and a leading health and safety
culture.
The automotive industry and GM are currently experiencing a global semiconductor supply shortage. The supply shortage
has impacted, and continues to impact, multiple suppliers that incorporate semiconductors into the parts they supply to us. We
expect the availability of semiconductors to improve throughout 2022. We will continue prioritizing our most popular and in-
demand vehicles, including our full-size trucks, full-size SUVs, and EVs. We do not expect this shortage to impact our long-
term growth and EV initiatives. In June 2021, we announced plans to increase our investment in EVs and AVs to more than
$35.0 billion from 2020 through 2025, in part to accelerate battery and EV assembly capacity.
We also continue to monitor the impact of the COVID-19 pandemic, and government actions and measures taken to prevent
its spread, and the potential to affect our operations. Refer to Part I, Item 1A. Risk Factors for further discussion of these risks.
For the year ending December 31, 2022, we expect EPS-diluted and EPS-diluted-adjusted of between $6.25 and $7.25, Net
income attributable to stockholders of between $9.4 billion and $10.8 billion and EBIT-adjusted of between $13.0 billion and
$15.0 billion. We do not consider the potential impact of future adjustments on our expected financial results.
The following table reconciles expected Net income attributable to stockholders under U.S. GAAP to expected EBIT-
adjusted (dollars in billions):
Net income attributable to stockholders
Income tax expense
Automotive interest expense, net
EBIT-adjusted(a)
Year Ending December 31, 2022
$ 9.4-10.8
2.8-3.4
0.8
$ 13.0-15.0
________
(a) We do not consider the potential future impact of adjustments on our expected financial results.
We also face continuing market, operating and regulatory challenges in several countries across the globe due to, among
other factors, weak economic conditions, competitive pressures, limitations in our product portfolio offerings, heightened
emission standards, labor disruptions, foreign exchange volatility, rising material and services prices driven by inflationary
pressures, evolving trade policy and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of these
challenges.
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As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization
actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material
impact on our operating results.
GMNA Industry sales in North America were 18.5 million units in the year ended December 31, 2021, representing an
increase of 4.3% compared to the corresponding period in 2020. U.S. industry sales were 15.4 million units in the year ended
December 31, 2021, representing an increase of 3.3% compared to the corresponding period in 2020. The COVID-19 pandemic
originally resulted in a contraction of total North America industry volumes in 2020 that continued into 2021. Dealer inventory
remains constrained for several critical vehicles, including our full-size trucks and full-size SUVs.
Our total vehicle sales in the U.S., our largest market in North America, were 2.2 million units for a market share of 14.4% in
the year ended December 31, 2021, representing a decrease of 2.7 percentage points compared to the corresponding period in
2020.
We expect to sustain relatively strong EBIT-adjusted margins in 2022 on the continued strength of favorable vehicle pricing
and strong U.S. industry light vehicle demand, partially offset by higher costs associated with commodities, raw materials and
logistics. Our outlook is dependent on the pricing environment, continuing improvement of the semiconductor supply shortage
and overall economic conditions. As a result of the semiconductor supply shortage, we experienced interruptions to our planned
production schedules and temporarily suspended certain manufacturing sites to prioritize production of our most popular and in-
demand products, including our full-size trucks and full-size SUVs. Additionally, we have been manufacturing vehicles,
without the impacted components, representing an inventory carrying value of approximately $0.6 billion at December 31,
2021. We expect to hold these vehicles in our inventory until they are completed and sold to our dealers, which we expect to
happen in the six months ending June 30, 2022.
GMI Industry sales in China were 25.9 million units in the year ended December 31, 2021, representing an increase of 3.8%
compared to the corresponding period in 2020, which was adversely impacted by the COVID-19 pandemic. Our total vehicle
sales in China were 2.9 million units resulting in a market share of 11.2% in the year ended December 31, 2021, representing a
decrease of 0.5 percentage points compared to the corresponding period in 2020. The ongoing global semiconductor supply
shortage, macro-economic impact of COVID-19 and geopolitical tensions continue to place pressure on China's automotive
industry and our vehicle sales in China. Our Automotive China JVs generated equity income of $1.1 billion in the year ended
December 31, 2021. Although price competition, higher costs associated with commodities and raw materials, and a more
challenging regulatory environment related to emissions, fuel consumption and NEV requirements will place pressure on our
operations in China, we will continue to build upon our strong brands, network, and partnerships in China as well as drive
improvements in vehicle mix and cost.
Outside of China, industry sales were 23.0 million units in the year ended December 31, 2021, representing an increase of
8.2% compared to the corresponding period in 2020. Our total vehicle sales outside of China were 0.8 million units for a market
share of 3.6% in the year ended December 31, 2021, representing a decrease of 1.1 percentage points compared to the
corresponding period in 2020.
Cruise Cruise is actively testing AVs in the United States. Gated by safety and regulation, the goal of Cruise is to deliver its
self-driving services as soon as possible.
In the year ended December 31, 2021, Cruise Holdings issued Class G Preferred Shares (Cruise Class G Preferred Shares) in
exchange for $2.7 billion from Microsoft Corporation (Microsoft), Walmart Inc. (Walmart) and other investors, including
$1.0 billion from General Motors Holdings LLC. All proceeds related to the Cruise Class G Preferred Shares are designated
exclusively for working capital and general corporate purposes of Cruise Holdings. In addition, Cruise Holdings and Microsoft
entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles. Refer to Note 20 to
our consolidated financial statements for further details.
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. GM Financial's leasing program is exposed to residual values, which are heavily
dependent on used vehicle prices. Used vehicle prices were higher in 2021 compared to 2020 levels, primarily due to low new
vehicle inventory. In 2022, we expect used vehicle prices may decrease relative to 2021 levels, but to remain above pre-
pandemic levels, primarily due to sustained low new vehicle inventory. The increase in used vehicle prices resulted in gains on
terminations of leased vehicles of $2.0 billion in GM Financial interest, operating and other expenses for the year ended
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
December 31, 2021, and $1.3 billion in the corresponding period in 2020. The following table summarizes the estimated
residual value based on GM Financial's most recent estimates and the number of units included in GM Financial Equipment on
operating leases, net by vehicle type (units in thousands):
December 31, 2021
December 31, 2020
Residual Value
Units
Percentage
Residual Value
Units
Percentage
Crossovers
$
16,696
7,886
3,104
1,430
897
264
80
93
67.3 % $
16,334
19.8 %
5.9 %
7.0 %
7,455
3,435
1,949
964
275
92
140
65.5 %
18.7 %
6.3 %
9.5 %
$
29,116
1,334
100.0 % $
29,173
1,471
100.0 %
Trucks
SUVs
Cars
Total
GM Financial's penetration of our retail sales in the U.S. was 44% in the year ended December 31, 2021 and 45% in the
corresponding period in 2020. Penetration levels vary depending on incentive financing programs available and competing
third-party financing products in the market. GM Financial's prime loan originations as a percentage of total loan originations in
North America was 73% in the year ended December 31, 2021 and 2020. In the year ended December 31, 2021, GM Financial's
revenue consisted of leased vehicle income of 67%, retail finance charge income of 29% and commercial finance charge
income of 2%.
Consolidated Results We review changes in our results of operations under five categories: volume, mix, price, cost and
other. Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market share and
changes in dealer stock levels. Mix measures the impact of changes to the regional portfolio due to product, model, trim,
country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related to
Manufacturer’s Suggested Retail Price and various sales allowances. Cost primarily includes: (1) material and freight; (2)
manufacturing, engineering, advertising, administrative and selling and warranty expense; and (3) non-vehicle related activity.
Other primarily includes foreign exchange and non-vehicle related automotive revenues as well as equity income or loss from
our nonconsolidated affiliates. Refer to the regional sections of this MD&A for additional information.
Total Net Sales and Revenue
GMNA
GMI
Corporate
Automotive
Cruise
GM Financial
Years Ended December 31,
2021
2020
Favorable/
(Unfavorable)
Variance Due To
%
Volume
Mix
Price
Other
(Dollars in billions)
$ 101,308 $ 96,733 $
4,575
4.7 % $ (14.5) $ 10.8 $ 6.2 $ 2.1
12,172
11,586
586
5.1 % $ (1.6) $ 1.3 $ 0.9 $ 0.1
104
350
(246)
(70.3) %
$ —
$ (0.3)
113,584
108,669
4,915
4.5 % $ (16.1) $ 12.0 $ 7.0 $ 2.0
106
103
3
2.9 %
13,419
13,831
(412)
(3.0) %
$ —
$ (0.4)
$ —
Eliminations/reclassifications
(105)
(118)
13
11.0 %
$ —
Total net sales and revenue
$ 127,004 $ 122,485 $
4,519
3.7 % $ (16.1) $ 12.0 $ 7.0 $ 1.6
Refer to the regional sections of this MD&A for additional information on volume, mix and price.
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Automotive and Other Cost of Sales
GMNA
GMI
Corporate
Cruise
Eliminations
Total automotive and other cost
of sales
Years Ended December 31,
2021
2020
Favorable/
(Unfavorable)
Variance Due To
%
Volume
Mix
Cost
Other
(Dollars in billions)
$ 87,419 $ 83,886 $
(3,533)
(4.2) % $ 10.0 $ (4.6) $ (8.5) $ (0.4)
11,802
12,515
200
1,124
310
829
713
110
5.7 % $ 1.4 $ (0.5) $ (0.3) $ 0.2
35.5 %
$ — $ 0.1 $ —
(295)
(35.6) %
$ (0.3)
(1)
(1)
—
— %
$ 100,544 $ 97,539 $
(3,005)
(3.1) % $ 11.3 $ (5.1) $ (9.0) $ (0.2)
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. The remaining portion includes labor costs, depreciation and amortization, engineering, freight and
product warranty and recall campaigns.
Factors that most significantly influence a region's profitability are industry volume, market share, and the relative mix of
vehicles (trucks, crossovers, cars) sold. Variable profit is a key indicator of product profitability. Variable profit is defined as
revenue less material cost, freight, the variable component of manufacturing expense and warranty and recall-related costs.
Vehicles with higher selling prices generally have higher variable profit. Refer to the regional sections of this MD&A for
additional information on volume and mix.
In the year ended December 31, 2021, unfavorable Cost was primarily due to: (1) increased material and freight costs of $4.0
billion; (2) increased engineering costs of $2.0 billion primarily related to accelerating our electric vehicle portfolio and the
non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic; (3) increased manufacturing costs
of $1.4 billion primarily related to the suspension of production and the non-recurrence of austerity measures implemented in
2020 due to the COVID-19 pandemic; (4) increased costs of $1.1 billion primarily related to parts and accessories; (5) increased
other employee related costs of $0.7 billion; (6) charges of $0.3 billion related to potential royalties accrued with respect to past
sales; partially offset by (7) charges of $0.7 billion primarily related to dealer restructuring charges, property and intangible
asset impairments, inventory provisions and employee separation charges in Australia, New Zealand, Thailand and India in
2020; and (8) a decrease in campaign and other warranty-related costs of $0.2 billion, which includes Chevrolet Bolt recall
costs of $2.0 billion and associated recoveries of $1.9 billion. In the year ended December 31, 2021, unfavorable Other was due
to the foreign currency effect resulting from the strengthening of the Canadian Dollar and other currencies against the U.S.
Dollar, partially offset by the weakening of the Brazilian Real and other currencies against the U.S. Dollar.
Automotive and Other Selling, General and Administrative Expense
Years Ended December 31,
2021
2020
2019
Year Ended
2021 vs. 2020 Change
Favorable/
(Unfavorable)
%
Automotive and other selling, general and administrative
expense
$
8,554 $
7,038 $
8,491 $
(1,516)
(21.5) %
In the year ended December 31, 2021, Automotive and other selling, general and administrative expense increased primarily
due to increased advertising, administrative and other costs of $1.2 billion primarily related to the suspension of production and
the non-recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
Interest Income and Other Non-operating Income, net
Years Ended December 31,
2021
2020
2019
Year Ended
2021 vs. 2020 Change
Favorable/
(Unfavorable)
%
Interest income and other non-operating income, net
$
3,041 $
1,885 $
1,469 $
1,156
61.3 %
In the year ended December 31, 2021, Interest income and other non-operating income, net increased primarily due to an
increase in non-service pension income of $0.8 billion and an increase in gains related to Stellantis N.V. (Stellantis) warrants of
$0.2 billion.
Income Tax Expense
Years Ended December 31,
2021
2020
2019
Year Ended
2021 vs. 2020 Change
Favorable/
(Unfavorable)
%
Income tax expense
$
2,771 $
1,774 $
769 $
(997)
(56.2) %
In the year ended December 31, 2021, Income tax expense increased primarily due to an increase in pre-tax income, partially
offset by tax benefit related to a deduction for an investment in a subsidiary.
For the year ended December 31, 2021 our ETR-adjusted was 21.8%. We expect our adjusted effective tax rate to be between
22% and 24% for the year ending December 31, 2022.
Refer to Note 17 to our consolidated financial statements for additional information related to Income tax expense.
GM North America
Years Ended December 31,
2021
2020
Favorable/
(Unfavorable)
%
Volume
Variance Due To
Mix
Price
(Dollars in billions)
Cost
Other
Total net sales and revenue
$ 101,308
$ 96,733
$ 4,575
4.7 % $ (14.5) $ 10.8 $ 6.2
$ 2.1
EBIT-adjusted
$ 10,318
$ 9,071
$ 1,247
13.7 % $ (4.5) $ 6.2 $ 6.2 $ (7.1) $ 0.5
EBIT-adjusted margin
10.2 %
9.4 %
0.8 %
(Vehicles in thousands)
Wholesale vehicle sales
2,308
2,707
(399)
(14.7) %
GMNA Total Net Sales and Revenue In the year ended December 31, 2021, Total net sales and revenue increased primarily
due to: (1) favorable mix associated with decreased sales of crossover vehicles and passenger cars and increased sales of full-
size SUVs and full-size pickup trucks, as a result of prioritizing semiconductor chips for our most popular and in-demand
vehicles; (2) favorable price primarily due to lower incentives as a result of low dealer inventory levels and the launch of our
full-size SUVs; and (3) favorable Other due to increased sales of parts and accessories and the foreign currency effect resulting
from the strengthening of the Canadian Dollar and the Mexican Peso against the U.S. Dollar; partially offset by (4) decreased
net wholesale volumes due to a decrease in sales of crossover vehicles and passenger cars, partially offset by increased sales of
full-size SUVs and full-size pickup trucks. The impact on production in 2021 due to the ongoing semiconductor supply
shortage exceeded the impact of production suspensions in 2020 due to the COVID-19 pandemic.
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 140%, 40% and 40% of our GMNA portfolio
on a weighted-average basis.
In the year ended December 31, 2021, EBIT-adjusted increased primarily due to: (1) favorable mix; (2) favorable price; and
(3) favorable Other due to the foreign currency effect resulting from the strengthening of the Canadian Dollar against the U.S.
Dollar and favorable revaluation of investments; partially offset by (4) unfavorable Cost due to increased material and freight
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
cost of $3.6 billion, increased engineering cost of $1.6 billion including the impact of accelerating our electric vehicle portfolio,
increased manufacturing and advertising costs of $1.9 billion primarily related to the suspension of production and the non-
recurrence of austerity measures implemented in 2020 due to the COVID-19 pandemic, and increased other employee related
costs, partially offset by increased non-service pension income and a decrease in campaigns and other warranty-related costs,
and (5) decreased net wholesale volumes.
GM International
Years Ended December 31,
2021
2020
Favorable/
(Unfavorable)
%
Volume
Variance Due To
Mix
Price
(Dollars in billions)
Cost
Other
Total net sales and revenue
$ 12,172
$ 11,586
$
586
5.1 % $ (1.6) $ 1.3 $ 0.9
$ 0.1
EBIT (loss)-adjusted
$
827
$
(528)
$ 1,355
n.m.
$ (0.3) $ 0.7 $ 0.8 $ (0.4) $ 0.5
EBIT (loss)-adjusted margin
Equity income — Automotive
6.8 %
(4.6) %
11.4 %
China
$ 1,098
$
512
$
586
n.m.
EBIT (loss)-adjusted —
excluding Equity income
$
(271)
$
$ (1,040)
(Vehicles in thousands)
769
73.9 %
Wholesale vehicle sales
551
663
(112)
(16.9) %
________
n.m. = not meaningful
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, which is included in EBIT (loss)-adjusted above.
GMI Total Net Sales and Revenue In the year ended December 31, 2021, Total net sales and revenue increased primarily
due to: (1) favorable mix in South America, Asia/Pacific and the Middle East; (2) favorable pricing across multiple vehicle
lines in South America; and (3) favorable Other primarily due to increased components, parts and accessories sales, partially
offset by the foreign currency effects resulting from the weakening of various currencies against the U.S. dollar; partially offset
by (4) decreased wholesale volumes primarily due to the semiconductor supply shortage and the wind-down of our vehicle sales
operations in Australia, New Zealand and Thailand.
GMI EBIT (loss)-Adjusted In the year ended December 31, 2021, EBIT-adjusted increased primarily due to: (1) favorable
price; (2) favorable mix; and (3) favorable Other primarily due to increased equity income; partially offset by (4) unfavorable
Cost primarily due to increased material costs; and (5) decreased wholesale volumes.
We view the Chinese market as important to our global growth strategy and are employing a multi-brand strategy. In the
coming years we plan to leverage our global architectures to increase the number of product offerings under the Buick,
Chevrolet and Cadillac brands in China and continue to grow our business under the local Baojun and Wuling brands. We
operate in the Chinese market through a number of joint ventures and maintaining strong relationships with our joint venture
partners is an important part of our China growth strategy.
The following table summarizes certain key operational and financial data for the Automotive China JVs (vehicles in
thousands):
Wholesale vehicle sales including vehicles exported to markets outside of China
Total net sales and revenue
Net income
3,007
42,776 $
2,109 $
3,029
38,736 $
1,239 $
3,244
39,123
2,258
$
$
Years Ended December 31,
2021
2020
2019
Cash and cash equivalents
Debt
December 31, 2021 December 31, 2020
8,980
$
313
$
10,254 $
374 $
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Cruise
Total net sales and revenue(a)
EBIT (loss)-adjusted
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Years Ended December 31,
2021 vs. 2020 Change
2021
2020
2019
Favorable/
(Unfavorable)
%
$
106 $
103 $
100 $
3
2.9 %
$ (1,196) $
(887) $ (1,004) $
(309)
(34.8) %
________
(a) Primarily reclassified to Interest income and other non-operating income, net in our consolidated income statement in each of the years ended December
31, 2021, 2020 and 2019.
Cruise EBIT (Loss)-Adjusted In the year ended December 31, 2021, EBIT (loss)-adjusted increased primarily due to an
increase in developmental costs as we progress towards the commercialization of a network of on-demand AVs in the U.S.
GM Financial
Total revenue
Provision for loan losses
EBT-adjusted
Years Ended December 31,
2021 vs. 2020 Change
2021
$ 13,419
2020
$ 13,831
2019
$ 14,554
$
248
$
881
$
726
Amount
$
$
(412)
(633)
$ 5,036
$ 2,702
$ 2,104
$ 2,334
%
(3.0) %
(71.9) %
86.4 %
3.0 %
Average debt outstanding (dollars in billions)
$ 94.1
$
91.4
$
91.2
$
2.7
Effective rate of interest paid
2.7 %
3.3 %
4.0 %
(0.6) %
GM Financial Revenue In the year ended December 31, 2021, Total revenue decreased primarily due to decreased leased
vehicle income of $0.5 billion, primarily due to a decrease in the size of the leased vehicles portfolio; partially offset by
increased finance charge income of $0.1 billion, primarily due to growth in the retail finance receivables portfolio, partially
offset by a decrease in the effective yield and a decrease in the size of the commercial finance receivables portfolio.
GM Financial EBT-Adjusted In the year ended December 31, 2021, EBT-adjusted increased primarily due to: (1) increased
leased vehicle income net of leased vehicle expenses of $1.2 billion primarily due to decreased depreciation on leased vehicles
resulting from increased residual value estimates and a decrease in the size of the portfolio, as well as increased lease
termination gains; (2) decreased provision for loan losses of $0.6 billion primarily due to a reduction in the reserve levels
established at the onset of the COVID-19 pandemic as a result of actual credit performance that was better than forecasted and
favorable expectations for future charge-offs and recoveries, reflecting improved economic conditions, partially offset by
reserves established for loans originated during the year ended December 31, 2021; (3) decreased interest expense of $0.5
billion due to decreased credit spreads on GM Financial debt, partially offset by an increase in the average debt outstanding;
partially offset by (4) increased operating expenses of $0.2 billion in 2021. GM Financial interest, operating and other expenses
includes a $0.1 billion loss on extinguishment of debt.
Liquidity and Capital Resources We believe our current levels of cash, cash equivalents, marketable debt securities,
available borrowing capacity under our revolving credit facilities and other liquidity actions currently available to us are
sufficient to meet our liquidity requirements. We also maintain access to the capital markets and may issue debt or equity
securities, which may provide an additional source of liquidity. We have substantial cash requirements going forward, which
we plan to fund through our total available liquidity, cash flows from operating activities and additional liquidity measures, if
determined to be necessary.
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The following summarizes aggregated information about our material short and long-term cash requirements from our known
contractual and other obligations (dollars in millions):
Automotive debt
Automotive Financing debt
Automotive interest payments(a)
Automotive Financing interest payments(b)
Operating lease obligations
Material
Other contractual obligations(c)
Payments Due by Period
2022
2023-2024
2025-2026
2027 and after
Total
$
334 $
2,772 $
2,571 $
11,228 $
16,905
33,333
33,594
945
1,864
262
1,848
1,706
1,687
2,258
482
632
1,743
14,739
1,389
915
355
3
102
10,871
7,790
575
490
—
3,655
92,537
11,811
5,612
1,589
2,484
7,207
__________
(a) Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and finance lease
obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at December
31, 2021.
(b) GM Financial interest payments were determined using the interest rate in effect at December 31, 2021 for floating rate debt and the
contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were
converted to a fixed rate based on the floating rate plus any expected hedge payments.
(c) Primarily consists of information technology and other contractual services.
Our known current material uses of cash include, among other possible demands: (1) capital spending and our investments in
Ultium Cells LLC, our battery joint venture, of approximately $9.0 billion to $10.0 billion annually over the medium term in
addition to payments for engineering and product development activities; (2) payments associated with previously announced
vehicle recalls and any other recall-related contingencies; and (3) payments to service debt and other long-term obligations,
including discretionary and mandatory contributions to our pension plans. 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 ROIC-adjusted rate of 20% or greater; (2) maintain a strong investment-
grade balance sheet, including a target average automotive cash balance of $18 billion; and (3) after the first two objectives are
met, return available cash to shareholders. Our senior management evaluates our capital allocation program on an ongoing basis
and recommends any modifications to the program to our Board of Directors, not less than once annually.
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.
We continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while
maintaining a strong investment-grade balance sheet. 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.
In January 2017, we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common
stock with no expiration date, as part of our common stock repurchase program. We have completed $1.7 billion of the $5.0
billion program through December 31, 2021.
Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our
cash flows. 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 from GM Financial, dividends issued by GM Financial to
Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise. 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 amount of available liquidity is subject to seasonal fluctuations and includes balances held
by various business units and subsidiaries worldwide that are needed to fund their operations.
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We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas
subsidiaries. Over 90% of our cash and marketable debt securities were managed within North America and at our regional
treasury centers at December 31, 2021. 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. Our investment guidelines, which we may change from time to time, prescribe
certain minimum credit worthiness thresholds and limit our exposures to any particular sector, asset class, issuance or security
type. The majority of our current investments in debt securities are with A/A2 or better rated issuers.
We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity. At December 31,
2020, the total size of our credit facilities was $18.5 billion, which consisted principally of four revolving credit facilities. In
April 2021, we increased the total borrowing capacity of our five-year, $10.5 billion facility to $11.2 billion and extended the
termination date for a $9.9 billion portion of the five-year facility by three years, now set to mature on April 18, 2026. The
termination date of April 18, 2023 for the remaining portion of the five-year facility remains unchanged. We also renewed and
increased the total borrowing capacity of our three-year, $4.0 billion facility to $4.3 billion, which now matures on April 7,
2024, and renewed our 364-day, $2.0 billion facility allocated for exclusive use by GM Financial, which now matures on April
6, 2022. We also terminated a separate 364-day, $2.0 billion revolving credit facility, entered into in May 2020. Additionally,
the prior restrictions on share repurchases and dividends on our common shares were removed upon entrance into the renewed
three-year, $4.3 billion facility. In December 2021, we terminated our three-year, $2.0 billion transformation credit facility. At
December 31, 2021, the total size of our credit facilities was $15.5 billion, which consisted primarily of two credit facilities.
If available capacity permits, GM Financial has access to our revolving credit facilities. GM Financial did not have
borrowings outstanding against our revolving credit facilities at December 31, 2021 or 2020. Refer to Note 13 to our
consolidated financial statements for additional information on credit facilities. We had intercompany loans from GM Financial
of $0.2 billion and $0.4 billion at December 31, 2021 and 2020, which primarily consisted of commercial loans to dealers we
consolidate, and we had no intercompany loans to GM Financial. Refer to Note 5 of our consolidated financial statements for
additional information.
Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and
operational covenants as well as regular reporting to lenders. We have reviewed our covenants in effect as of December 31,
2021 and determined we are in compliance and expect to remain in compliance in the future.
GM Financial's Board of Directors declared and paid dividends of $3.5 billion, $0.8 billion, and $0.4 billion on its common
stock in 2021, 2020, and 2019. Current dividend levels are reflective of GM Financial earnings supported by strong residual
values, favorable credit performance and improved economic conditions. Future dividends from GM Financial will depend on
several factors including business and economic conditions, its financial condition, earnings, liquidity requirements and
leverage ratio.
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The following table summarizes our Automotive available liquidity (dollars in billions):
Automotive cash and cash equivalents
Marketable debt securities
Automotive cash, cash equivalents and marketable debt securities
Available under credit facilities(a)
Total Automotive available liquidity
December 31, 2021
December 31, 2020
$
$
14.5 $
7.1
21.6
15.2
36.8 $
14.2
8.1
22.3
18.2
40.5
__________
(a) We had letters of credit outstanding under our sub-facility of $0.3 billion at December 31, 2021 and 2020.
The following table summarizes the changes in our Automotive available liquidity (dollars in billions):
Operating cash flow
Capital expenditures
GM investment in Cruise
Investment in Ultium Cells LLC
Repayment of senior unsecured notes
Decrease in available credit facilities
Other non-operating
Total change in automotive available liquidity
Automotive Cash Flow (Dollars in billions)
Operating Activities
Net income
Depreciation, amortization and impairment charges
Pension and OPEB activities
Working capital
Accrued and other liabilities and income taxes
Other
Net automotive cash provided by operating activities
Year Ended
December 31, 2021
$
$
9.7
(7.4)
(1.0)
(0.5)
(0.5)
(3.0)
(1.0)
(3.7)
Years Ended December 31,
2021
2020
2019
2021 vs. 2020
Change
$
7.8 $
5.0 $
5.8 $
5.9
(2.4)
(4.0)
0.9
1.5
9.7 $
5.5
(1.6)
(1.7)
(1.4)
1.7
7.5 $
6.7
(1.5)
(2.2)
(1.5)
0.1
7.4 $
$
2.8
0.4
(0.8)
(2.3)
2.3
(0.2)
2.2
In the year ended December 31, 2021, the increase in Net automotive cash provided by operating activities was primarily due
to: (1) higher dividends received from GM Financial of $2.7 billion; (2) favorable pre-tax earnings of $2.6 billion; partially
offset by (3) unfavorable working capital; and (4) several other insignificant items.
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Investing Activities
Capital expenditures
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Years Ended December 31,
2021
2020
2019
2021 vs. 2020
Change
Acquisitions and liquidations of marketable securities, net(a)
GM investment in Cruise
Investment in Ultium Cells LLC
Other
$
(7.4) $
(5.3) $
(7.5) $
1.0
(1.0)
(0.5)
(0.3)
(3.6)
—
—
0.1
2.4
(0.7)
—
0.2
(2.1)
4.6
(1.0)
(0.5)
(0.4)
0.6
Net automotive cash used in investing activities
$
(8.2) $
(8.8) $
(5.6) $
__________
(a) Amount includes $0.6 billion and $0.3 billion of proceeds from the sale of our shares in Lyft, Inc. in the year ended December 31, 2020
and 2019.
In the year ended December 31, 2021, cash provided by acquisitions and liquidations of marketable securities, net increased
due to liquidations of securities to fund operating activities and investments, compared to net acquisitions of securities from
revolver proceeds during the year ended December 31, 2020.
Years Ended December 31,
2021
2020
2019
2021 vs. 2020
Change
Financing Activities
Net proceeds (payments) from short-term debt
$
(0.5) $
(0.5) $
0.5 $
Issuance of senior unsecured notes
Repayment of senior unsecured notes
Dividends paid and payments to purchase common stock
Other
—
(0.5)
—
0.1
4.0
(0.5)
(0.6)
(0.3)
—
—
(2.2)
(0.4)
—
(4.0)
—
0.6
0.4
Net automotive cash provided by (used in) financing activities
$
(0.9) $
2.1 $
(2.1) $
(3.0)
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, 2021, net
automotive cash provided by operating activities under U.S. GAAP was $9.7 billion, capital expenditures were $7.4 billion and
adjustments for management actions were $0.3 billion. For the year ended December 31, 2020, net automotive cash provided by
operating activities under U.S. GAAP was $7.5 billion, capital expenditures were $5.3 billion and adjustments for management
actions were $0.3 billion.
Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited (DBRS), Fitch
Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P). All four credit rating agencies currently rate
our corporate credit at investment grade. The following table summarizes our credit ratings at January 18, 2022:
DBRS
Fitch
Moody's
S&P
Corporate
BBB
BBB-
Investment Grade
BBB
Revolving Credit
Facilities
BBB
BBB-
Baa2
BBB
Senior Unsecured
N/A
BBB-
Baa3
BBB
Outlook
Positive
Stable
Stable
Stable
Cruise Liquidity Cruise Holdings issued Cruise Class G Preferred Shares in exchange for $2.7 billion from Microsoft,
Walmart and other investors, including $1.0 billion from General Motors Holdings LLC. Refer to Note 20 to our consolidated
financial statements for additional information. In January 2022, Cruise Holdings met the requirements for commercial
deployment under its agreements with SoftBank Vision Fund (AIV M2), L.P. (SoftBank), which triggered SoftBank's
obligation to purchase additional Cruise convertible preferred shares for $1.35 billion. We expect SoftBank to complete the
purchase of the majority of such additional preferred shares in the first quarter of 2022 and any balance by the end of 2022.
Cruise will need one additional permit from the CPUC, which it has applied for, to commercially deploy such vehicles with
paying passengers in California.
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The following table summarizes Cruise's available liquidity (dollars in billions):
Cruise cash and cash equivalents
Cruise marketable securities
Total Cruise available liquidity (a)
December 31, 2021
$
December 31, 2020
0.8
0.9
1.7
1.6 $
1.5
3.1 $
$
__________
(a) Excludes a multi-year credit agreement between Cruise and GM Financial whereby Cruise can request to borrow, over time, up to an
aggregate of $5.2 billion, through 2024, to fund exclusively the purchase of AVs from GM.
The following table summarizes the changes in Cruise's available liquidity (dollars in billions):
Operating cash flow
Issuance of Cruise Preferred Shares
GM investment in Cruise
Other non-operating
Total change in Cruise available liquidity
Cruise Cash Flow (Dollars in billions)
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Year Ended
December 31, 2021
$
$
(1.2)
1.7
1.0
(0.1)
1.4
Years Ended December 31,
2021
2020
2019
2021 vs. 2020
Change
$
$
$
(1.2) $
(0.7) $
2.6 $
(0.8) $
(0.7) $
— $
(0.8) $
(0.3) $
1.1 $
(0.4)
—
2.6
Automotive Financing – GM Financial Liquidity GM Financial's primary sources of cash are finance charge income,
leasing income and proceeds from the sale of terminated leased vehicles, net distributions from credit facilities, securitizations,
secured and unsecured borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash
are purchases and funding of finance receivables and leased vehicles, repayment or repurchases of secured and unsecured debt,
funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs,
operating expenses, income taxes and dividend payments. GM Financial continues to monitor and evaluate opportunities to
optimize its liquidity position and the mix of its debt between secured and unsecured debt. The following table summarizes GM
Financial's available liquidity (dollars in billions):
Cash and cash equivalents
Borrowing capacity on unpledged eligible assets
Borrowing capacity on committed unsecured lines of credit
Borrowing capacity on revolving credit facility, exclusive to GM Financial
Total GM Financial available liquidity
December 31, 2021
$
December 31, 2020
5.1
19.0
0.5
2.0
26.6
4.0 $
19.2
0.5
2.0
25.7 $
$
In the year ended December 31, 2021, GM Financial's available liquidity decreased primarily due to a decrease in cash and
cash equivalents, partially offset by increased available borrowing capacity on unpledged eligible assets, resulting from the
issuance of securitization transactions and unsecured debt. GM Financial structures liquidity to support at least six months of
GM Financial's expected net cash flows, including new originations, without access to new debt financing transactions or other
capital markets activity.
GM Financial has access to $15.5 billion of our revolving credit facilities with exclusive access to the 364-day, $2.0 billion
facility. Refer to the "Automotive Liquidity" section of this MD&A for additional details. We have a support agreement with
GM Financial which, among other things, establishes commitments of funding from us to GM Financial. This agreement also
provides that we will continue to own all of GM Financial’s outstanding voting shares so long as any unsecured debt securities
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remain outstanding at GM Financial. In addition, we are required to use our commercially reasonable efforts to ensure GM
Financial remains a subsidiary borrower under our corporate revolving credit facilities.
Credit Facilities In the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings
under its credit facilities, which may be secured or unsecured, and GM Financial repays these borrowings as appropriate under
its cash management strategy. At December 31, 2021, secured, committed unsecured and uncommitted unsecured credit
facilities totaled $26.2 billion, $0.5 billion and $1.2 billion with advances outstanding of $3.5 billion, an insignificant amount
and $1.2 billion.
GM Financial Cash Flow (Dollars in billions)
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Years Ended December 31,
2021
2020
2019
2021 vs. 2020
Change
$
$
$
7.3 $
(5.5) $
(2.6) $
8.0 $
(9.3) $
2.4 $
8.1 $
(5.0) $
(3.5) $
(0.7)
3.8
(5.0)
In the year ended December 31, 2021, Net cash provided by operating activities decreased primarily due to: (1) a decrease in
counterparty derivative collateral posting activities of $0.6 billion; and (2) a decrease in leased vehicle income of $0.5 billion;
partially offset by (3) a decrease in interest paid of $0.4 billion.
In the year ended December 31, 2021, Net cash used in investing activities decreased primarily due to: (1) an increase in
collections and recoveries on finance receivables of $4.9 billion; (2) an increase in proceeds from termination of leased vehicles
of $1.0 billion; and (3) an increase in purchases of leased vehicles of $0.6 billion; partially offset by (4) an increase in purchases
of retail finance receivables of $2.8 billion.
In the year ended December 31, 2021, Net cash used in financing activities increased primarily due to: (1) a decrease in
borrowings of $9.6 billion; (2) an increase in dividend payments of $2.7 billion; and (3) a decrease in preferred stock issuance
of $0.5 billion; partially offset by (4) a decrease in debt repayments of $7.8 billion.
LIBOR Transition As discussed in Part I, Item 1A. Risk Factors, banks will no longer be persuaded or compelled to submit
rates for the calculation of LIBOR after 2021. GM Financial established a LIBOR transition initiative in 2019 to evaluate the
potential impacts of the transition, and continues to implement strategies to mitigate the risks associated with the LIBOR
discontinuation such as including fallback language into any new LIBOR based contracts. GM Financial has only a limited
amount of debt outstanding that is scheduled to mature after June 30, 2023 and would utilize the Alternative Reference Rates
Committee fallback process. Furthermore, GM Financial has adhered to the International Swaps and Derivatives Association’s
Fallbacks Protocol and plans to transition its existing LIBOR-based derivative exposure in advance of the June 30, 2023 date
when applicable LIBOR will no longer be published. For any residual exposure after the end of 2021, GM Financial expects to
leverage relevant contractual and statutory solutions to transition such exposure.
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. We believe the accounting estimates employed are appropriate and the resulting balances are reasonable;
however, due to the inherent uncertainties in developing estimates, actual results could differ from the original estimates,
requiring adjustments to these balances in future periods. Refer to Note 2 to our consolidated financial statements for our
significant accounting policies related to our critical accounting estimates.
Product Warranty and Recall Campaigns The estimates related to product warranties are established using historical
information on the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line and
assumptions about future activity and events. When little or no claims experience exists for a model year or a vehicle line, the
estimate is based on comparable models.
We accrue the costs related to product warranty at the time of vehicle sale and we accrue the estimated cost of recall
campaigns when they are probable and estimable.
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The estimates related to recall campaigns accrued at the time of vehicle sale are established by applying a paid loss approach
that considers the number of historical recall campaigns and the estimated cost for each recall campaign. These estimates
consider the nature, frequency and magnitude of historical recall campaigns, and use key assumptions including the number of
historical periods and the weighting of historical data in the reserve studies. Costs associated with recall campaigns not accrued
at the time of vehicle sale are estimated based on the estimated cost of repairs and the estimated vehicles to be repaired.
Depending on part availability and time to complete repairs we may, from time to time, offer courtesy transportation at no cost
to our customers. These estimates are re-evaluated on an ongoing basis and based on the best available information. Revisions
are made when necessary based on changes in these factors.
The estimated amount accrued for recall campaigns at the time of vehicle sale is most sensitive to the estimated number of
recall events, the number of vehicles per recall event, the assumed number of vehicles that will be brought in by customers for
repair (take rate) and the cost per vehicle for each recall event. 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 $0.6 billion.
Actual experience could differ from the amounts estimated requiring adjustments to these liabilities in future periods. Due to
the uncertainty and potential volatility of the factors contributing to developing estimates, changes in our assumptions could
materially affect our results of operations.
Sales Incentives The estimated effect of sales incentives offered to dealers and end customers is recorded as a reduction of
Automotive net sales and revenue at the time of sale. 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. Significant factors used in estimating the cost of 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. 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 an insignificant amount. 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. The allowance for loan losses
on retail finance receivables reflects net credit losses expected to be incurred over the remaining life of the retail finance
receivables, which have a weighted average remaining life of approximately two years. GM Financial forecasts net credit losses
based on relevant information about past events, current conditions and forecast economic performance. 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 incorporates its outlook on forecast charge-off recovery rates and overall economic performance in its
allowance estimate. Due to the high used vehicle prices in 2021, GM Financial increased its recovery rate forecast as of
December 31, 2021. Each 5% relative decrease/increase in the forecast recovery rates would increase/decrease the allowance
for loan losses by approximately $0.1 billion.
At December 31, 2021, the weightings applied to the economic forecast scenarios considered resulted in an allowance for
loan losses on the retail finance receivables portfolio of $1.8 billion. Using different possible weightings that GM Financial
could apply to the economic forecast scenarios result in an allowance for loan losses ranging from $1.8 billion to $1.9 billion.
Actual economic data and recovery rates that are lower than those forecasted by GM Financial could result in an increase to the
allowance for loan losses.
The GM Financial commercial finance receivables portfolio consists of floorplan financing as well as dealer loans, which are
loans to finance improvements to dealership facilities, to provide working capital, or to purchase and/or finance dealership real
estate. The allowance for loan losses on commercial finance receivables is based on historical loss experience for the
consolidated portfolio, in addition to forecasted industry vehicle sales. There can be no assurance that the ultimate charge-off
amount will not exceed such estimates or that GM Financial's credit loss assumptions will not increase.
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Valuation of GM Financial Equipment on Operating Lease Assets and Residuals GM Financial has investments in leased
vehicles recorded as operating leases. Each leased asset in the portfolio represents a vehicle that GM Financial owns and has
leased to a customer. At lease inception, an estimate is made of the expected residual value for the vehicle at the end of the
lease term, which typically ranges from two to five years. GM Financial estimates the expected residual value based on third-
party data that considers various data points and assumptions, including, but not limited to, recent auction values, the expected
future volume of returning leased vehicles, significant liquidation of rental or fleet inventory, used vehicle prices, manufacturer
incentive programs and fuel prices. Realization of the residual values is dependent on the future ability to market the vehicles
under prevailing market conditions.
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. However, since the customer is not obligated to purchase the vehicle at the end of
the contract, GM Financial is exposed to a risk of loss to the extent the customer returns the vehicle prior to or at the end of the
lease term and the value of the vehicle is lower than the residual value estimated at lease inception.
At December 31, 2021, the estimated residual value of GM Financial's leased vehicles was $29.1 billion. Depreciation
reduces the carrying value of each leased asset in GM Financial's operating lease portfolio over time from its original
acquisition value to its expected residual value at the end of the lease term. In 2021, prices on leased vehicles at termination
generally exceeded their contractual residual values due to high used vehicle prices. Accordingly, GM Financial increased the
residual value estimates at December 31, 2021, which will result in a prospective decrease in the depreciation rate over the
remaining term of the leased vehicles portfolio. If used vehicle prices weaken compared to estimates, GM Financial would
increase depreciation expense and/or record an impairment charge on the lease portfolio. If an impairment exists, GM Financial
would determine any shortfall in recoverability of the leased vehicle asset groups by year, make and model. Recoverability is
calculated as the excess of: (1) the sum of remaining lease payments plus estimated residual value; over (2) leased vehicles, net
less deferred revenue. 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.
The following table illustrates the effect of a 1% relative change in the estimated residual values at December 31, 2021,
which could increase or decrease depreciation expense over the remaining term of the leased vehicle portfolio, holding all other
assumptions constant (dollars in millions):
2022
2023
2024
2025 and thereafter
Total
Impact to
Depreciation Expense
$
$
207
67
16
1
291
Changes to residual values are rarely simultaneous across all maturities and segments, and also may impact return rates. 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 impairment
indicators were present at December 31, 2021 and 2020.
Used vehicle prices were higher in 2021 compared to 2020 levels, primarily due to low new vehicle inventory. In 2022, GM
Financial expects used vehicle prices may decrease relative to 2021 levels, but to remain above pre-pandemic levels, primarily
due to sustained low new vehicle inventory.
Pension and OPEB Plans Our defined benefit pension plans are accounted for on an actuarial basis, which requires the
selection of various assumptions, including an expected long-term rate of return on plan assets, a discount rate, mortality rates
of participants and expectation of mortality improvement. Our pension obligations include Korean statutory pension payments
that are valued on a walk away basis. The expected long-term rate of return on U.S. plan assets that is utilized in determining
pension expense is derived from periodic studies, which include a review of asset allocation strategies, anticipated future long-
term performance of individual asset classes, risks using standard deviations and correlations of returns among the asset classes
that comprise the plans' asset mix. While the studies give appropriate consideration to recent plan performance and historical
returns, the assumptions are primarily long-term, prospective rates of return.
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In December 2021, an investment policy study was completed for the U.S. pension plans. As a result of changes to our capital
market assumptions, the weighted-average long-term rate of return on assets decreased from 5.6% at December 31, 2020 to
5.4% at December 31, 2021. 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.
Another key assumption in determining net pension and OPEB expense is the assumed discount rate used to discount plan
obligations. We estimate the assumed discount rate for U.S. plans using a cash flow matching approach, which uses projected
cash flows matched to spot rates along a high quality corporate bond yield curve to determine the weighted-average discount
rate for the calculation of the present value of cash flows. We apply the individual annual yield curve rates instead of the
assumed discount rate to determine the service cost and interest cost, which more specifically links the cash flows related to
service cost and interest cost to bonds maturing in their year of payment.
The Society of Actuaries (SOA) issued mortality improvement tables in the three months ended December 31, 2021. We
reviewed our recent mortality experience and we determined our current mortality assumptions are appropriate to measure our
U.S. pension and OPEB plans obligations as of December 31, 2021.
Significant differences in actual experience or significant changes in assumptions may materially affect the pension
obligations. The effects of actual results differing from assumptions and the changing of assumptions are included in
unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods. The
unamortized pre-tax actuarial loss on our pension plans was $3.7 billion and $8.4 billion at December 31, 2021 and 2020. The
year-over-year change is primarily due to an increase in discount rates and higher than expected asset returns.
The underfunded status of the U.S. pension plans improved in the year ended December 31, 2021 to $0.3 billion from
$5.4 billion primarily due to: (1) the favorable effect of actual returns on plan assets of $3.7 billion; (2) the favorable effect of
an increase in discount rates of $2.1 billion; and (3) changes in actuarial assumptions, demographic data updates and
contributions of $0.5 billion; partially offset by (4) service and interest costs of $1.3 billion.
The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other
assumptions constant:
25 basis point decrease in discount rate
25 basis point increase in discount rate
25 basis point decrease in expected rate of return on assets
25 basis point increase in expected rate of return on assets
U.S. Plans(a)
Non-U.S. Plans(a)
Effect on 2022
Pension
Expense
Effect on
December 31,
2021 PBO
Effect on 2022
Pension
Expense
Effect on
December 31,
2021 PBO
-$98
+$93
+$139
-$139
+$1,502
-$1,439
N/A
N/A
-$3
+$10
+$32
-$32
+$560
-$531
N/A
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.
Refer to Note 15 to our consolidated financial statements for additional information on pension contributions, investment
strategies, assumptions, the change in benefit obligations and related plan assets, pension funding requirements and future net
benefit payments. Refer to Note 2 to our consolidated financial statements for a discussion of the inputs used to determine fair
value for each significant asset class or category.
Valuation of Deferred Tax Assets The ability to realize deferred tax assets depends on the ability to generate sufficient
taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
The assessment regarding whether a valuation allowance is required or should be adjusted is based on an evaluation of possible
sources of taxable income and also considers all available positive and negative evidence factors. Our accounting for the
valuation of deferred tax assets represents our best estimate of future events. 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. Refer to Note 17 to our consolidated financial statements for additional information on the composition of
valuation allowances.
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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. Forward-looking statements represent our current judgment about possible future events and are
often identified by words like “aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,”
“effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,”
“potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of
those words or similar expressions. In making these statements, we rely on assumptions and analysis based on our experience
and perception of historical trends, current conditions and expected future developments as well as other factors we consider
appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any
future events or financial results, and our actual results may differ materially due to a variety of important factors, many of
which are beyond our control. 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 preferences in the automotive industry; (2) our ability
to timely fund and introduce new and improved vehicle models, including electric vehicles, that are able to attract a sufficient
number of consumers; (3) our ability to profitably deliver a broad portfolio of electric vehicles that will help drive consumer
adoption; (4) the success of our current line of full-size SUVs and full-size pickup trucks; (5) 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; (6) the unique technological, operational, regulatory and competitive
risks related to the timing and commercialization of autonomous vehicles; (7) risks associated with climate change, including
increased regulation of greenhouse gas emissions, our transition to electric vehicles and the potential increased impacts of
severe weather events; (8) global automobile market sales volume, which can be volatile; (9) prices and uncertain availability of
raw materials and commodities used by us and our suppliers, and instability in logistics and related costs; (10) our business in
China, which is subject to unique operational, competitive, regulatory and economic risks; (11) the success of our ongoing
strategic business relationships and of our joint ventures, which we cannot operate solely for our benefit and over which we
may have limited control; (12) the international scale and footprint of our operations, which exposes 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, such as the COVID-19 pandemic; (13) any significant disruption, including any work stoppages,
at any of our manufacturing facilities; (14) the ability of our suppliers to deliver parts, systems and components without
disruption and at such times to allow us to meet production schedules; (15) the ongoing COVID-19 pandemic; (16) the success
of any restructurings or other cost reduction actions; (17) the possibility that competitors may independently develop products
and services similar to ours, or that our intellectual property rights are not sufficient to prevent competitors from developing or
selling those products or services; (18) our ability to manage risks related to security breaches and other disruptions to our
information technology systems and networked products, including connected vehicles and in-vehicle systems; (19) 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 Identifiable Information of our customers, employees, or suppliers; (20) our
ability to comply with extensive laws, regulations and policies applicable to our operations and products, including those
relating to fuel economy, emissions and autonomous vehicles; (21) costs and risks associated with litigation and government
investigations; (22) the costs and effect on our reputation of product safety recalls and alleged defects in products and services;
(23) any additional tax expense or exposure; (24) our continued ability to develop captive financing capability through GM
Financial; and (25) any significant increase in our pension funding requirements. 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. Forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements,
whether as a result of new information, future events or other factors, except where we are expressly required to do so by law.
* * * * * * *
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The overall financial risk management program is under the responsibility of the Chief Financial Officer with support from
the Financial Risk Council, which reviews and, where appropriate, approves strategies to be pursued to mitigate these risks. The
Financial Risk Council comprises members of our management and functions under the oversight of the Audit Committee and
Finance Committee of the Board of Directors. The Audit Committee and Finance Committee assist and guide the Board of
Directors in its oversight of our financial and risk management strategies. A risk management control framework is utilized to
monitor the strategies, risks and related hedge positions in accordance with the policies and procedures approved by the
Financial Risk Council. Our financial risk management policy is designed to protect against risk arising from extreme adverse
market movements on our key exposures.
Automotive The following analyses provide quantitative information regarding exposure to foreign currency exchange rate
risk, interest rate risk and equity price risk. Sensitivity analysis is used to measure the potential loss in the fair value of financial
instruments with exposure to market risk. The models used assume instantaneous, parallel shifts in exchange rates and interest
rate yield curves. For options and other instruments with nonlinear returns, models appropriate to these types of instruments are
utilized to determine the effect of market shifts. There are certain shortcomings inherent in the sensitivity analyses presented,
primarily due to the assumption that interest rates change in a parallel fashion and that spot exchange rates change
instantaneously. In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the
market shifts modeled and do not contemplate the effects of correlations between foreign currency exposures and offsetting
long-short positions in currency or other exposures, such as interest rates, which may significantly reduce the potential loss in
value.
Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, selling and financing in
currencies other than the functional currencies of our operations. At December 31, 2021, our most significant foreign currency
exposures were between the U.S. Dollar and the Canadian Dollar, Chinese Yuan, Korean Won, Brazilian Real, Euro, and
Mexican Peso. 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, 2021.
The net fair value liability of financial instruments with exposure to foreign currency risk was $0.7 billion and $0.9 billion at
December 31, 2021 and 2020. These amounts are calculated utilizing a population of foreign currency exchange derivatives and
foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents and other assets.
The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency
exchange rates would have been insignificant at December 31, 2021 and 2020.
We are exposed to foreign currency risk due to the translation and remeasurement of the results of certain international
operations into U.S. Dollars as part of the consolidation process. We had foreign currency derivatives with notional amounts of
$4.2 billion and $2.2 billion at December 31, 2021 and 2020. The fair value of these derivative financial instruments was
insignificant. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may
adversely affect our financial condition.
The following table summarizes the amounts of automotive foreign currency translation and transaction and remeasurement
(gains) losses:
Translation (gains) losses recorded in Accumulated other comprehensive loss
Transaction and remeasurement (gains) losses recorded in earnings
Years Ended December 31,
2021
2020
$
$
(132) $
(15) $
387
209
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. We did not have any interest rate
swap positions to manage interest rate exposures in our automotive operations at December 31, 2021 and 2020. The fair value
of debt and finance leases was $20.6 billion and $21.6 billion at December 31, 2021 and 2020. 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,
2021 and 2020.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
We had marketable debt securities of $8.6 billion and $9.0 billion classified as available-for-sale at December 31, 2021 and
2020. The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at
December 31, 2021 and 2020.
Equity Price Risk We are subject to equity price risk due to market price volatility primarily related to our investment in
Stellantis warrants and other insignificant investments. The fair value of investments with exposure to equity price risk was
$1.5 billion and $1.2 billion at December 31, 2021 and 2020. Our investment in Stellantis warrants is valued based on a Black-
Scholes formula. We estimate that a 10% adverse change in quoted security prices in Stellantis would have had an insignificant
effect at December 31, 2021 and 2020.
Automotive Financing - GM Financial
Interest Rate Risk Fluctuations in market interest rates can affect GM Financial's gross interest rate spread, which is the
difference between interest earned on finance receivables and interest paid on debt. GM Financial is exposed to interest rate
risks as financial assets and liabilities have different characteristics that may impact financial performance. These differences
may include tenor, yield, re-pricing timing, and prepayment expectations. Typically retail finance receivables and leases
purchased by GM Financial earn fixed interest and commercial finance receivables originated by GM Financial earn variable
interest. GM Financial funds its business with variable or fixed rate debt. The variable rate debt is subject to adjustments to
reflect prevailing market interest rates. To help mitigate interest rate risk or mismatched funding, GM Financial may employ
hedging.
Quantitative Disclosure GM Financial measures the sensitivity of its net interest income to changes in interest rates by using
interest rate scenarios that assume a hypothetical, instantaneous parallel shift of one hundred basis points in all interest rates
across all maturities, as well as a base case that assumes that rates perform at the current market forward curve. However,
interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point
assumed in our analysis. Therefore, the actual impact to net interest income could be higher or lower than the results detailed in
the table below. These interest rate scenarios are purely hypothetical and do not represent our view of future interest rate
movements.
At December 31, 2021, GM Financial was liability-sensitive, meaning that more liabilities than assets were expected to re-
price within the next twelve months. During a period of rising interest rates, the interest paid on liabilities would increase more
than the interest earned on assets, which would initially decrease net interest income. During a period of falling interest rates,
net interest income would be expected to initially increase. At December 31, 2020, GM Financial was asset-sensitive, meaning
that more assets than liabilities were expected to re-price within the next twelve months. During a period of rising interest rates,
the interest earned on assets would increase more than the interest paid on liabilities, which would initially increase net interest
income. During a period of falling interest rates, net interest income would be expected to initially decrease.
GM Financial's net interest income sensitivity decreased in 2021 as compared to 2020 primarily due to an increased
proportion of rate sensitive liabilities exposure relative to rate sensitive assets exposure. GM Financial's hedging strategies
approved by its global asset liability committee are used to manage interest rate risk within policy guidelines. The following
table presents GM Financial's net interest income sensitivity to interest rate movement:
One hundred basis points instantaneous increase in interest rates
One hundred basis points instantaneous decrease in interest rates(a)
Years Ended December 31,
2021
2020
$
$
(5.1) $
5.1 $
29.7
(29.7)
__________
(a) Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates
in markets where existing interest rates are below one percent.
Additional Model Assumptions The sensitivity analysis presented is GM Financial's best estimate of the effect of the
hypothetical interest rate scenarios; however, actual results could differ. The estimates are also based on assumptions including
the amortization and prepayment of the finance receivable portfolio, originations of finance receivables and leases, refinancing
of maturing debt, replacement of maturing derivatives and exercise of options embedded in debt and derivatives. The
prepayment projections are based on historical experience. If interest rates or other factors change, actual prepayment
experience could be different than projected.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
Foreign Currency Exchange Rate Risk GM Financial is exposed to foreign currency risk due to the translation and
remeasurement of the results of certain international operations into U.S. Dollars as part of the consolidation process.
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely
affect GM Financial's financial condition.
GM Financial primarily finances its receivables and leased assets with debt in the same currency. When a different currency
is used GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the
local currency of the receivables and leased assets to minimize any impact to earnings. As a result, GM Financial believes its
market risk exposure relating to changes in currency exchange rates at December 31, 2021 was insignificant.
GM Financial had foreign currency swaps with notional amounts of $8.2 billion and $7.6 billion at December 31, 2021 and
2020. The net fair value of these derivative financial instruments was a liability of $0.2 billion and an asset of $0.4 billion at
December 31, 2021 and 2020.
The following table summarizes GM Financial's foreign currency translation and transaction and remeasurement (gains)
losses:
Translation losses recorded in Accumulated other comprehensive loss
Transaction and remeasurement gains, net recorded in earnings
* * * * * * *
Years Ended December 31,
2021
2020
$
$
44 $
(3) $
82
(6)
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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, 2021 and 2020, the related consolidated statements of income, comprehensive income, cash flows, and
equity for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2021, 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 February 2, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.
Description of the matter
Product warranty and recall campaigns
As discussed in Note 12 to the financial statements, the liabilities for product warranty and
recall campaigns amount to $9.8 billion at December 31, 2021. The Company accrues for costs
related to product warranty at the time of vehicle sale and accrues the estimated cost of recall
campaigns when they are probable and estimable.
Auditing these liabilities involved a high degree of subjectivity in evaluating management’s
estimates, due to the size, uncertainties, and potential volatility related to the estimated
liabilities. Management’s estimates consider historical claims experience, including the nature,
frequency, and average cost of claims of each vehicle line or each model year of the vehicle
line, and the key assumptions of historical data being predictive of future activity and events, in
particular, the number of historical periods used and the weighing of historical data in the
reserve studies.
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How we addressed the
matter in our audit
Description of the matter
How we addressed the
matter in our audit
Description of the matter
We evaluated the design and tested the operating effectiveness of internal controls over the
Company’s product warranty and recall campaign processes. We tested internal controls over
management’s review of the valuation models and significant assumptions for product warranty
and recall, including the warranty claims forecasted based on the frequency and average cost
per warranty claim for product warranty, and the cost estimates related to recall campaigns. Our
audit also included the evaluation of controls that address the completeness and accuracy of the
data utilized in the valuation models.
Our audit procedures related to product warranty and recall campaigns also included, among
others, evaluating the Company’s estimation methodology, the related significant assumptions
and underlying data, and performing analytical procedures to corroborate cost per vehicle based
on historical claims data. Furthermore, we performed sensitivity analyses to evaluate the
significant judgments made by management, including cost estimates to evaluate the impact on
reserves from changes in assumptions. We performed analysis over the vehicle lines and model
years that had little or no claims experience to ensure the vehicle and model substitutions are
comparable. We also involved actuarial specialists to evaluate the methodologies and
assumptions, and to test the actuarial calculations used by the Company.
Sales incentives
Automotive sales and revenue represents the amount of consideration to which the Company
expects to be entitled in exchange for transferring goods or providing services, which is net of
dealer and customer sales incentives the Company expects to pay. As discussed in Note 2 to the
financial statements, provisions for dealer and customer incentives are recorded as a reduction
to Automotive net sales and revenue at the time of vehicle sale. The liabilities for dealer and
customer allowances, claims and discounts amount to $3.2 billion at December 31, 2021.
Auditing the estimate of sales incentives involved a high degree of judgment. Significant factors
used by the Company in estimating its liability for retail incentives include type of program,
forecasted sales volumes, product mix, and the rate of customer acceptance of incentive
programs, all of which are estimated based on historical experience and assumptions concerning
future customer behavior and market conditions. The Company’s estimation model reflects the
best estimate of the total incentive amount that the Company reasonably expects to pay at the
time of sale. The estimated cost of incentives is forward-looking, and could be materially
affected by future economic and market conditions.
We evaluated the design and tested the operating effectiveness of internal controls over the
Company’s sales incentive process, including management’s review of the estimation model,
the significant assumptions (e.g., incentive cost per unit, customer take rate, and market
conditions), and the data inputs used in the model.
Our audit procedures included, among others, the performance of analytical procedures to
develop an independent range of the liability for retail incentives as of the balance sheet date.
Our independent range was developed for comparison to the Company’s recorded liability, and
is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer
stock. In addition, we performed sensitivity analyses over the cost per unit assumption
developed by management to evaluate the impact on the liability resulting from a change in the
assumption. Lastly, we assessed management’s forecasting process by performing quarterly
hindsight analyses to assess the adequacy of prior forecasts.
Valuation of GM Financial Equipment on Operating Leases
GM Financial has recorded investments in vehicles leased to retail customers under operating
leases. As discussed in Note 2 to the financial statements, at the beginning of the lease,
management establishes an expected residual value for each vehicle at the end of the lease term.
The Company’s estimated residual value of leased vehicles at the end of lease term was $29.1
billion as of December 31, 2021.
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How we addressed the
matter in our audit
Auditing management’s estimate of the residual value of leased vehicles involved a high degree
of judgment. Management’s estimate is based, in part, on third-party data which considers
inputs including recent auction values and significant assumptions regarding the expected future
volume of leased vehicles that will be returned to the Company, used car prices, manufacturer
incentive programs and fuel prices. Realization of the residual values is dependent on the future
ability to market the vehicles under future prevailing market conditions.
We evaluated the design and tested the operating effectiveness of the Company’s controls over
the lease residual estimation process, including controls over management’s review of residual
value estimates obtained from the Company’s third-party provider and other significant
assumptions.
Our procedures also included, among others, independently recalculating depreciation related to
equipment on operating leases and performing sensitivity analyses related to significant
assumptions. We also performed hindsight analyses to assess the propriety of management’s
estimate of residual values, as well as tested the completeness and accuracy of data from
underlying systems and data warehouses that are used in the estimation models.
/s/ ERNST & YOUNG LLP
We have served as the Company's auditor since 2017.
Detroit, Michigan
February 2, 2022
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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, 2021,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, General Motors Company and
subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated
statements of income, comprehensive income, cash flows and equity for each of the three years in the period ended December
31, 2021, and the related notes and our report dated February 2, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ ERNST & YOUNG LLP
Detroit, Michigan
February 2, 2022
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED INCOME STATEMENTS
(In millions, except per share amounts)
Net sales and revenue
Automotive
GM Financial
Total net sales and revenue (Note 3)
Costs and expenses
Automotive and other cost of sales
GM Financial interest, operating and other expenses
Automotive and other selling, general and administrative expense
Total costs and expenses
Operating income
Automotive interest expense
Interest income and other non-operating income, net (Note 19)
Equity income (Note 8)
Income before income taxes
Income tax expense (Note 17)
Net income
Net loss attributable to noncontrolling interests
Net income attributable to stockholders
Net income attributable to common stockholders
Earnings per share (Note 21)
Basic earnings per common share
Weighted-average common shares outstanding – basic
Diluted earnings per common share
Weighted-average common shares outstanding – diluted
Years Ended December 31,
2021
2020
2019
$
113,590 $
13,414
127,004
108,673 $
13,812
122,485
122,697
14,540
137,237
100,544
8,582
8,554
117,680
9,324
950
3,041
1,301
12,716
2,771
9,945
74
10,019 $
97,539
11,274
7,038
115,851
6,634
1,098
1,885
674
8,095
1,774
6,321
106
6,427 $
110,651
12,614
8,491
131,756
5,481
782
1,469
1,268
7,436
769
6,667
65
6,732
9,837 $
6,247 $
6,581
6.78 $
1,451
6.70 $
1,468
4.36 $
1,433
4.33 $
1,442
4.62
1,424
4.57
1,439
$
$
$
$
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net income
Other comprehensive income (loss), net of tax (Note 20)
Foreign currency translation adjustments and other
Defined benefit plans
Other comprehensive income (loss), net of tax
Comprehensive income
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to stockholders
Years Ended December 31,
2021
2020
2019
$
9,945 $
6,321 $
6,667
80
4,126
4,206
14,151
87
(523)
(1,795)
(2,318)
4,003
92
(6)
(2,122)
(2,128)
4,539
76
$
14,238 $
4,095 $
4,615
Reference should be made to the notes to consolidated financial statements.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
December 31, 2021
December 31, 2020
Current Assets
ASSETS
Cash and cash equivalents
Marketable debt securities (Note 4)
Accounts and notes receivable, net of allowance of $192 and $224
GM Financial receivables, net of allowance of $703 and $1,002 (Note 5; Note 11 at VIEs)
Inventories (Note 6)
Other current assets (Note 4; Note 11 at VIEs)
Total current assets
Non-current Assets
GM Financial receivables, net of allowance of $1,183 and $976 (Note 5; Note 11 at VIEs)
Equity in net assets of nonconsolidated affiliates (Note 8)
Property, net (Note 9)
Goodwill and intangible assets, net (Note 10)
Equipment on operating leases, net (Note 7; Note 11 at VIEs)
Deferred income taxes (Note 17)
Other assets (Note 4; Note 11 at VIEs)
Total non-current assets
Total Assets
Current Liabilities
LIABILITIES AND EQUITY
Accounts payable (principally trade)
Short-term debt and current portion of long-term debt (Note 13)
Automotive
GM Financial (Note 11 at VIEs)
Accrued liabilities (Note 12)
Total current liabilities
Non-current Liabilities
Long-term debt (Note 13)
Automotive
GM Financial (Note 11 at VIEs)
Postretirement benefits other than pensions (Note 15)
Pensions (Note 15)
Other liabilities (Note 12)
Total non-current liabilities
Total Liabilities
Commitments and contingencies (Note 16)
Equity (Note 20)
Common stock, $0.01 par value
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total stockholders’ equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
$
$
$
$
20,067 $
8,609
7,394
26,649
12,988
6,396
82,103
36,167
9,677
41,115
5,087
37,929
21,152
11,488
162,615
244,718 $
19,992
9,046
8,035
26,209
10,235
7,407
80,924
31,783
8,406
37,632
5,230
39,819
24,136
7,264
154,270
235,194
20,391 $
19,928
463
33,257
20,297
74,408
16,355
59,304
5,743
8,008
15,085
104,495
178,903
15
27,061
41,937
(9,269)
59,744
6,071
65,815
244,718 $
1,276
35,637
23,069
79,910
16,193
56,788
6,277
12,902
13,447
105,607
185,517
14
26,542
31,962
(13,488)
45,030
4,647
49,677
235,194
Reference should be made to the notes to consolidated financial statements.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Cash flows from operating activities
Net income
Depreciation and impairment of Equipment on operating leases, net
Depreciation, amortization and impairment charges on Property, net
Foreign currency remeasurement and transaction (gains) losses
Undistributed earnings of nonconsolidated affiliates, net
Pension contributions and OPEB payments
Pension and OPEB income, net
Provision (benefit) for deferred taxes
Change in other operating assets and liabilities (Note 24)
Other operating activities
Net cash provided by operating activities
Cash flows from investing activities
Expenditures for property
Available-for-sale marketable securities, acquisitions
Available-for-sale marketable securities, liquidations
Purchases of finance receivables, net
Principal collections and recoveries on finance receivables
Purchases of leased vehicles, net
Proceeds from termination of leased vehicles
Other investing activities
Net cash used in investing activities
Cash flows from financing activities
Net increase (decrease) in short-term debt
Proceeds from issuance of debt (original maturities greater than three months)
Payments on debt (original maturities greater than three months)
Proceeds from issuance of subsidiary preferred and common stock (Note 20)
Dividends paid
Other financing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Significant Non-cash Investing and Financing Activity
Non-cash property additions
Years Ended December 31,
2021
2020
2019
9,945 $
6,076
5,975
(17)
(517)
(838)
(1,605)
2,214
(3,366)
(2,679)
15,188
(7,509)
(8,962)
9,347
(33,009)
24,622
(14,602)
14,393
(635)
(16,355)
2,912
45,300
(47,806)
1,736
(186)
(212)
1,744
(152)
425
23,117
23,542 $
6,321 $
7,178
5,637
203
524
(851)
(765)
925
(399)
(2,103)
16,670
(5,300)
(16,204)
11,941
(30,090)
19,726
(15,233)
13,399
(65)
(21,826)
277
78,527
(72,663)
492
(669)
(412)
5,552
(222)
174
22,943
23,117 $
6,667
7,332
6,786
(85)
585
(985)
(484)
(133)
(3,789)
(873)
15,021
(7,592)
(4,075)
6,265
(24,538)
22,005
(16,404)
13,302
138
(10,899)
(312)
36,937
(39,156)
457
(2,350)
(253)
(4,677)
2
(553)
23,496
22,943
4,305 $
2,300 $
2,837
$
$
$
Reference should be made to the notes to consolidated financial statements.
55
3,917 $
(65)
(11)
457
—
—
(166)
33
4,165
—
(106)
14
—
544
—
—
(46)
76
4,647
(74)
(13)
1,736
—
(186)
(39)
6,071 $
Total Equity
42,777
6,667
(2,128)
457
375
(2,165)
(166)
140
45,957
(660)
6,321
(2,318)
(90)
544
515
(545)
(46)
(1)
49,677
9,945
4,206
1,736
523
(186)
(86)
65,815
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
Common Stockholders’
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Balance at January 1, 2019
Net income
Other comprehensive loss
Issuance of subsidiary preferred stock (Note 20)
Stock based compensation
Cash dividends paid on common stock
Dividends to noncontrolling interests
Other
Balance at December 31, 2019
Adoption of accounting standards
Net income
Other comprehensive loss
Purchase of common stock
Issuance of subsidiary preferred stock (Note 20)
Stock based compensation
Cash dividends paid on common stock
Dividends to noncontrolling interests
Other
Balance at December 31, 2020
Net income
Other comprehensive income
Issuance of subsidiary preferred stock (Note 20)
Stock based compensation
Dividends to noncontrolling interests
Other
Balance at December 31, 2021
$
$
14 $ 25,563 $ 22,322 $
—
—
—
—
—
—
409
—
—
—
—
—
102
—
26,074
14
—
—
—
—
—
—
(57)
—
—
—
525
—
—
—
—
—
—
—
26,542
14
—
—
—
—
—
—
526
—
—
—
1
(7)
15 $ 27,061 $ 41,937 $
6,732
—
—
(34)
(2,165)
—
5
26,860
(660)
6,427
—
(33)
—
(10)
(545)
—
(77)
31,962
10,019
—
—
(3)
—
(41)
(9,039) $
—
(2,117)
—
—
—
—
—
(11,156)
—
—
(2,332)
—
—
—
—
—
—
(13,488)
—
4,219
—
—
—
—
(9,269) $
Reference should be made to the notes to consolidated financial statements.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Basis of Presentation
General Motors Company was incorporated as a Delaware corporation in 2009. We design, build and sell trucks, crossovers,
cars and automobile parts, provide software-enabled services worldwide and are investing in and growing an AV business. We
also provide automotive financing services through GM Financial. We analyze the results of our operations through the
following segments: GMNA, GMI, Cruise and GM Financial. Cruise is our global segment responsible for the development and
commercialization of AV technology. Nonsegment operations are classified as Corporate. Corporate includes certain centrally
recorded income and costs such as interest, income taxes, corporate expenditures and certain nonsegment-specific revenues and
expenses. The consolidated financial statements are prepared in conformity with U.S. GAAP. Except for per share amounts or
as otherwise specified, amounts presented within tables are stated in millions.
Principles of Consolidation We consolidate entities that we control due to ownership of a majority voting interest and we
consolidate variable interest entities (VIEs) when we are the primary beneficiary. All intercompany balances and transactions
have been eliminated in consolidation. Our share of earnings or losses of nonconsolidated affiliates is included in our
consolidated operating results using the equity method of accounting when we are able to exercise significant influence over the
operating and financial decisions of the affiliate.
Use of Estimates in the Preparation of the Financial Statements Accounting estimates are an integral part of the
consolidated financial statements. These estimates require the use of 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 believe that the accounting estimates employed are
appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual
results could differ from the original estimates, requiring adjustments to these balances in future periods.
GM Financial The amounts presented for GM Financial have been adjusted to reflect the impact on GM Financial's deferred
tax positions and provision for income taxes resulting from the inclusion of GM Financial in our consolidated tax return and to
eliminate the effect of transactions between GM Financial and the other members of the consolidated group. Accordingly, the
amounts presented will differ from those presented by GM Financial on a stand-alone basis.
Note 2. Significant Accounting Policies
The accounting policies that follow are utilized by our automotive, automotive financing and Cruise operations, unless
otherwise indicated. We adopted Accounting Standards Update (ASU) 2016-13 "Financial Instruments - Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13) on January 1, 2020 on a modified retrospective
basis. As such, the comparative information in prior periods was not restated and continues to be reported under the accounting
standards in effect for those periods. The accounting policies for Marketable Debt Securities, Accounts and Notes Receivable
and GM Financial Receivables that were affected by the adoption of ASU 2016-13 became effective on January 1, 2020.
Revenue Recognition
Automotive Automotive net sales and revenue represents the amount of consideration to which we expect to be entitled in
exchange for vehicle, parts and accessories and services and other sales. The consideration recognized represents the amount
received, typically shortly after the sale to a customer, net of estimated dealer and customer sales incentives we reasonably
expect to pay. Significant factors in determining our estimates of incentives include 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. Subsequent adjustments to incentive estimates are
possible as facts and circumstances change over time. A portion of the consideration received is deferred for separate
performance obligations, such as maintenance and vehicle connectivity, that will be provided to our customers at a future date.
Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of the vehicle sale
are excluded from Automotive net sales and revenue. Costs for shipping and handling activities that occur after control of the
vehicle transfers to the dealer are recognized at the time of sale and presented in Automotive and other cost of sales.
Vehicle, Parts and Accessories For the majority of vehicle and accessories sales, our customers obtain control and we
recognize revenue when the vehicle transfers to the dealer, which generally occurs when the vehicle is released to the carrier
responsible for transporting it to a dealer. Revenue, net of estimated returns, is recognized on the sale of parts upon delivery to
the customer. When our customers have a right to return eligible parts and accessories, we consider the returns in our estimation
of the transaction price.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Typically, transfers to daily rental companies are accounted for as sales, with revenue recognized at the time of transfer. We
defer revenue for remarketing obligations, record a residual value guarantee and reflect a liability for amounts expected to be
paid once the remarketing services are complete at the time of certain transfers and recognize deferred revenue in earnings upon
completion of the remarketing service.
Used Vehicles Proceeds from the auction of vehicles utilized by our employees are recognized in Automotive net sales and
revenue upon transfer of control of the vehicle to the customer and the related vehicle carrying value is recognized in
Automotive and other cost of sales.
Services and Other Services and other revenue primarily consists of revenue from vehicle-related service arrangements and
after-sale services such as maintenance, OnStar, vehicle connectivity and extended service warranties. For those service
arrangements that are bundled with a vehicle sale, a portion of the revenue from the sale is allocated to the service component
and recognized as deferred revenue within Accrued liabilities or Other liabilities. We recognize revenue for bundled services
and services sold separately as services are performed, typically over a period of up to seven years.
Automotive Financing - GM Financial Finance charge income earned on finance receivables is recognized using the
effective interest method. Fees and commissions received (including incentive payments) and direct costs of originating loans
are deferred and amortized over the term of the related finance receivables using the effective interest method and are removed
from the consolidated balance sheets when the related finance receivables are fully charged off or paid in full. Accrual of
finance charge income on retail finance receivables is generally suspended on accounts that are more than 60 days delinquent,
accounts in bankruptcy and accounts in repossession. Payments received on nonaccrual loans are first applied to any fees due,
then to any interest due and then any remaining amounts are applied to principal. Interest accrual generally resumes once an
account has received payments bringing the delinquency to less than 60 days past due. Accrual of finance charge income on
commercial finance receivables is generally suspended on accounts that are more than 90 days delinquent, upon receipt of a
bankruptcy notice from a borrower, or where reasonable doubt exists about the full collectability of contractually agreed upon
principal and interest. Payments received on nonaccrual loans are first applied to principal. Interest accrual resumes once an
account has received payments bringing the account fully current and collection of contractual principal and interest is
reasonably assured (including amounts previously charged off).
Income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as
operating lease revenue on a straight-line basis over the term of the lease agreement. Gains or losses realized upon disposition
of off-lease assets including any payments received from lessees upon lease termination, are included in GM Financial interest,
operating and other.
Advertising and Promotion Expenditures Advertising and promotion expenditures, which are expensed as incurred in
Automotive and other selling, general and administrative expense, were $3.3 billion, $2.7 billion and $3.7 billion in the years
ended December 31, 2021, 2020 and 2019.
Research and Development Expenditures Research and development expenditures, which are expensed as incurred in
Automotive and other cost of sales, were $7.9 billion, $6.2 billion and $6.8 billion in the years ended December 31, 2021, 2020
and 2019. We enter into cost sharing arrangements with third parties or nonconsolidated affiliates for product-related research,
engineering, design and development activities. Cost sharing payments and fees related to these arrangements are presented in
Automotive and other cost of sales.
Cash Equivalents and Restricted Cash Cash equivalents are defined as short-term, highly-liquid investments with original
maturities of 90 days or less. Certain operating agreements require us to post cash as collateral. Cash and cash equivalents
subject to contractual restrictions and not readily available are classified as restricted cash. Restricted cash is invested in
accordance with the terms of the underlying agreements and include amounts related to various deposits, escrows and other
cash collateral. Restricted cash is included in Other current assets and Other assets in the consolidated balance sheets.
Fair Value Measurements A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair
value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs
reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value
hierarchy: Level 1 – Quoted prices for identical instruments in active markets; Level 2 – Quoted prices for similar instruments
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations
whose significant inputs are observable; and Level 3 – Instruments whose significant inputs are unobservable.
Marketable Debt Securities We generally classify marketable debt securities as available-for-sale. Various factors, including
turnover of holdings and investment guidelines, are considered in determining the classification of securities. Available-for-sale
debt securities are recorded at fair value with non-credit related unrealized gains and losses recorded in Accumulated other
comprehensive loss until realized. Credit losses are recorded in Interest income and other non-operating income, net. An
evaluation is made quarterly to determine if any portion of unrealized losses recorded in Accumulated other comprehensive loss
needs to be reclassified. Non-credit related unrealized losses are reclassified to Interest income and other non-operating income,
net if we intend to sell the security or it is more likely than not that we will be required to sell the security before the recovery of
the unrealized loss.
We determine realized gains and losses for all debt securities using the specific identification method and measure the fair
value of our marketable debt securities using a market approach where identical or comparable prices are available and an
income approach in other cases. If quoted market prices are not available, fair values of securities are determined using prices
from a pricing service, pricing models, quoted prices of securities with similar characteristics or discounted cash flow models.
These prices represent non-binding quotes. Our pricing service utilizes industry-standard pricing models that consider various
inputs. We typically review our pricing service quarterly and believe the prices received from our pricing service are a reliable
representation of exit prices.
Accounts and Notes Receivable Accounts and notes receivable primarily consists of amounts that are due and payable from
our customers for the sale of vehicles, parts, and accessories. We evaluate the collectability of receivables each reporting period
and record an allowance for doubtful accounts to present the net amount expected to be collected on our receivables. Additions
to the allowance are charged to bad debt expense reported in Automotive and other selling, general and administrative expense
and were insignificant in the years ended December 31, 2021, 2020 and 2019.
GM Financial Receivables Finance receivables are carried at amortized cost, net of allowance for loan losses. Provisions for
loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered
adequate to cover expected credit losses on the finance receivables. For retail finance receivables, GM Financial uses static pool
modeling techniques to determine the allowance for loan losses expected over the remaining life of the receivables, which is
supplemented by management judgment. The modeling techniques incorporate reasonable and supportable forecasts of
economic conditions over the expected remaining life of the finance receivables. The economic forecasts incorporate factors
which vary by region that GM Financial believes will have the largest impact on expected losses, including unemployment
rates, interest rate spreads, disposable personal income and growth rates in gross domestic product.
Troubled debt restructurings (TDRs) are grouped separately for purposes of measuring the allowance. The allowance for
TDRs uses static pool modeling techniques like non-TDR retail finance receivables to determine the expected loss amount. The
expected cash flows of the receivables are then discounted at the original weighted average effective interest rate of the pool.
Factors considered when estimating the allowance for TDRs are based on an evaluation of historical and current information,
which may be supplemented by management judgment. Finance charge income from loans classified as TDRs is accounted for
in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment
hierarchy methodology applied to loans that are not classified as TDRs.
Commercial finance receivables are carried at amortized cost, net of allowance for loan losses and amounts held under a cash
management program. GM Financial establishes the allowance for loan losses based on historical loss experience, as well as the
forecast for industry vehicle sales, which is the economic indicator believed to have the largest impact on expected losses.
Inventories Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price
in the ordinary course of business less cost to sell, and considers general market and economic conditions, periodic reviews of
current profitability of vehicles, product warranty costs and the effect of estimated sales incentives. Net realizable value for off-
lease and other vehicles is current auction sales proceeds less disposal and warranty costs. Productive material, supplies, work
in process and service parts are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have
become obsolete.
Equipment on Operating Leases Equipment on operating leases, net primarily consists of vehicle leases to retail customers
with lease terms of two to five years. We are exposed to changes in the residual values of these assets. The residual values
represent estimates of the values of the leased vehicles at the end of the lease agreements and are determined based on
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is
dependent on the future ability to market the vehicles under prevailing market conditions. The estimate of the residual value is
evaluated over the life of the arrangement and adjustments may be made to the extent the expected value of the vehicle changes.
Adjustments may be in the form of revisions to the depreciation rate or recognition of an impairment charge. A lease vehicle
asset group is determined to be impaired if an impairment indicator exists and the expected future cash flows, which include
estimated residual values, are lower than the carrying amount of the vehicle asset group. If the carrying amount is considered
impaired an impairment charge is recorded for the amount by which the carrying amount exceeds fair value of the vehicle asset
group. Fair value is determined primarily using the anticipated cash flows, including estimated residual values. In our
automotive finance operations when a leased vehicle is returned or repossessed the asset is recorded in Other assets at the lower
of amortized cost or net realizable value. Upon disposition a gain or loss is recorded in GM Financial interest, operating and
other expenses for any difference between the net book value of the leased asset and the proceeds from the disposition of the
asset.
Equity Investments When events and circumstances warrant, equity investments accounted for under the equity method of
accounting are evaluated for impairment. An impairment charge is recorded whenever a decline in value of an equity
investment below its carrying amount is determined to be other-than-temporary. Impairment charges related to equity method
investments are recorded in Equity income. Equity investments that are not accounted for under the equity method of
accounting are measured at fair value or in certain cases adjusted to fair value upon an observable price change, with changes in
fair value recorded in Interest income and other non-operating income, net.
Property, net Property, plant and equipment, including internal use software, is recorded at cost. Major improvements that
extend the useful life or add functionality are capitalized. The gross amount of assets under finance leases is included in
property, plant and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. We depreciate
depreciable property using the straight-line method. Leasehold improvements are amortized over the period of lease or the life
of the asset, whichever is shorter. The amortization of the assets under finance leases is included in depreciation expense. Upon
retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are eliminated and any
resulting gain or loss is recorded in earnings. Impairment charges related to property are recorded in Automotive and other cost
of sales, Automotive and other selling, general and administrative expense or GM Financial interest, operating and other
expenses.
Special Tools Special tools represent product-specific propulsion and non-propulsion related tools, dies, molds and other items
used in the vehicle manufacturing process. Expenditures for special tools are recorded at cost and are capitalized. We amortize
special tools over their estimated useful lives using the straight-line method or an accelerated amortization method based on
their historical and estimated production volume. Impairment charges related to special tools are recorded in Automotive and
other cost of sales.
Goodwill Goodwill is not amortized but rather tested for impairment annually on October 1 and when events warrant such a
review. The impairment test entails an assessment of qualitative factors to determine whether it is more likely than not that an
impairment exists. If it is more likely than not that an impairment exists, then a quantitative impairment test is performed.
Impairment exists when the carrying amount of a reporting unit exceeds its fair value.
Intangible Assets, net Intangible assets, excluding goodwill, primarily include brand names, technology and intellectual
property, customer relationships and dealer networks. Intangible assets are amortized on a straight-line or an accelerated
method of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the
asset will be consumed is utilized if that pattern can be reliably determined. We consider the period of expected cash flows and
underlying data used to measure the fair value of the intangible assets when selecting a useful life. Amortization of developed
technology and intellectual property is recorded in Automotive and other cost of sales. Amortization of brand names, customer
relationships and our dealer networks is recorded in Automotive and other selling, general and administrative expense or GM
Financial interest, operating and other expenses. Impairment charges, if any, related to intangible assets are recorded in
Automotive and other selling, general and administrative expense or Automotive and other cost of sales.
Valuation of Long-Lived Assets The carrying amount of long-lived assets and finite-lived intangible assets to be held and
used in the business is evaluated for impairment when events and circumstances warrant. If the carrying amount of a long-lived
asset group is considered impaired, a loss is recorded based on the amount by which the carrying amount exceeds fair value.
Product-specific long-lived asset groups and non-product specific long-lived assets are separately tested for impairment on an
asset group basis. Fair value is determined using either the market or sales comparison approach, cost approach or anticipated
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
cash flows discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than by sale are
considered held for use until disposition.
Pension and OPEB Plans
Attribution, Methods and Assumptions The cost of benefits provided by defined benefit pension plans is recorded in the
period employees provide service. The cost of pension plan amendments that provide for benefits already earned by plan
participants is amortized over the expected period of benefit which may be the duration of the applicable collective bargaining
agreement specific to the plan, the expected future working lifetime or the life expectancy of the plan participants.
The cost of medical, dental, legal service and life insurance benefits provided through postretirement benefit plans is recorded
in the period employees provide service. The cost of postretirement plan amendments that provide for benefits already earned
by plan participants is amortized over the expected period of benefit which may be the average period to full eligibility or the
average life expectancy of the plan participants.
An expected return on plan asset methodology is utilized to calculate future pension expense for certain significant funded
benefit plans. A market-related value of plan assets methodology is also utilized that averages gains and losses on the plan
assets over a period of years to determine future pension expense. The methodology recognizes 60% of the difference between
the fair value of assets and the expected calculated value in the first year and 10% of that difference over each of the next four
years.
The discount rate assumption is established for each of the retirement-related benefit plans at their respective measurement
dates. In the U.S., we use a cash flow matching approach that uses projected cash flows matched to spot rates along a high-
quality corporate bond yield curve to determine the present value of cash flows to calculate a single equivalent discount rate.
We apply individual annual yield curve rates to determine the service cost and interest cost for our pension and OPEB plans to
more specifically link the cash flows related to service cost and interest cost to bonds maturing in their year of payment.
The benefit obligation for pension plans in Canada, the U.K. and Germany represents 93% of the non-U.S. pension benefit
obligation at December 31, 2021. The discount rates for plans in Canada, the U.K. and Germany are determined using a cash
flow matching approach like the U.S.
Plan Asset Valuation Due to the lack of timely available market information for certain investments in the asset classes
described below as well as the inherent uncertainty of valuation, reported fair values may differ from fair values that would
have been used had timely available market information been available.
Common and Preferred Stock Common and preferred stock for which market prices are readily available at the measurement
date are valued at the last reported sale price or official closing price on the primary market or exchange on which they are
actively traded and are classified in Level 1. Such equity securities for which the market is not considered to be active are
valued via the use of observable inputs, which may include the use of adjusted market prices last available, bids or last available
sales prices and/or other observable inputs and are classified in Level 2. Common and preferred stock classified in Level 3 are
privately issued securities or other issues that are valued via the use of valuation models using significant unobservable inputs
that generally consider aged (stale) pricing, earnings multiples, discounted cash flows and/or other qualitative and quantitative
factors.
Debt Securities Valuations for debt securities are based on quotations received from independent pricing services or from
dealers who make markets in such securities. Debt securities priced via pricing services that utilize matrix pricing which
considers readily observable inputs such as the yield or price of bonds of comparable quality, coupon, maturity and type as well
as dealer supplied prices, are classified in Level 2. Debt securities that are typically priced by dealers and pricing services via
the use of proprietary pricing models which incorporate significant unobservable inputs are classified in Level 3. These inputs
primarily consist of yield and credit spread assumptions, discount rates, prepayment curves, default assumptions and recovery
rates.
Investment Funds, Private Equity and Debt Investments and Real Estate Investments Investment funds, private equity and
debt investments and real estate investments are valued based on the Net Asset Value (NAV) per Share (or its equivalent) as a
practical expedient to estimate fair value due to the absence of readily available market prices.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NAV's are provided by the respective investment sponsors or investment advisers and are subsequently reviewed and
approved by management. In the event management concludes a reported NAV does not reflect fair value or is not determined
as of the financial reporting measurement date, we will consider whether and when deemed necessary to make an adjustment at
the balance sheet date. In determining whether an adjustment to the external valuation is required, we will review material
factors that could affect the valuation, such as changes in the composition or performance of the underlying investments or
comparable investments, overall market conditions, expected sale prices for private investments which are probable of being
sold in the short-term and other economic factors that may possibly have a favorable or unfavorable effect on the reported
external valuation.
Stock Incentive Plans Our stock incentive plans include RSUs, Restricted Stock Awards (RSAs), PSUs, stock options and
awards that may be settled in our stock, the stock of our subsidiaries or in cash. We measure and record compensation expense
based on the fair value of GM or Cruise's common stock on the date of grant for RSUs, RSAs and PSUs and the grant date fair
value, determined utilizing a lattice model or the Black-Scholes formula, for stock options and PSUs. We record compensation
cost for service-based RSUs, RSAs, PSUs and service-based stock options on a straight-line basis over the entire vesting period,
or for retirement eligible employees over the requisite service period. RSUs granted in stock of Cruise vest upon satisfaction of
both a service condition and a liquidity condition, defined as a change in control transaction or the consummation of an initial
public offering. Compensation costs for RSUs granted in stock of Cruise will be recorded when the liquidity condition is met.
Compensation cost for awards that do not have an established accounting grant date, but for which the service inception date
has been established, or are settled in cash is based on the fair value of GM or Cruise's common stock at the end of each
reporting period. We use the graded vesting method to record compensation cost for stock options with market conditions over
the lesser of the vesting period or the time period an employee becomes eligible to retain the award at retirement.
Product Warranty and Recall Campaigns The estimated costs related to product warranties are accrued at the time products
are sold and are charged to Automotive and other cost of sales. These estimates are established using historical information on
the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line and assumptions
about future activity and events. Revisions are made when necessary and are based on changes in these factors.
The estimated costs related to recall campaigns are accrued when probable and estimable. In GMNA, we estimate the costs
related to recall campaigns by applying a paid loss approach that considers the number of historical recall campaigns and the
estimated cost for each recall campaign. The estimated costs associated with recall campaigns in other geographical regions are
determined using the estimated costs of repairs and the estimated number of vehicles to be repaired. Costs associated with recall
campaigns are charged to Automotive and other cost of sales. Revisions are made when necessary based on changes in these
factors.
Income Taxes The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are recorded for
temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial
statements using the statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on
deferred tax assets and liabilities of a change in tax laws or rates is recorded in the results of operations in the period that
includes the enactment date under the law. We record Global Intangible Low Tax Income (GILTI) as a current period expense
when incurred.
We establish valuation allowances for deferred tax assets based on a more likely than not standard. Deferred income tax
assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted. The ability to realize
deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods
provided for in the tax law for each applicable tax jurisdiction. The assessment regarding whether a valuation allowance is
required or should be adjusted also considers all available positive and negative evidence factors. It is difficult to conclude a
valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative
losses in recent years. We utilize a rolling three years of actual and current year results as the primary measure of cumulative
losses in recent years.
We record uncertain tax positions on the basis of a two-step process whereby we determine whether it is more likely than not
that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the
more likely than not criteria, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon
ultimate settlement with the related tax authority. We record interest and penalties on uncertain tax positions in Income tax
expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Foreign Currency Transactions and Translation The assets and liabilities of foreign subsidiaries that use the local currency
as their functional currency are translated to U.S. Dollars based on the current exchange rate prevailing at each balance sheet
date and any resulting translation adjustments are included in Accumulated other comprehensive loss. The assets and liabilities
of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their
functional currency and then translated to U.S. Dollars. Revenues and expenses are translated into U.S. Dollars using the
average exchange rates prevailing for each period presented. The financial statements of any foreign subsidiary that has been
identified as having a highly inflationary economy are remeasured as if the functional currency were the U.S. Dollar.
Gains and losses arising from foreign currency transactions and the effects of remeasurements discussed in the preceding
paragraph are recorded in Automotive and other cost of sales and GM Financial interest, operating and other expenses unless
related to Automotive debt, which are recorded in Interest income and other non-operating income, net. Foreign currency
transaction and remeasurement gains were $17 million, losses of $203 million and gains of $85 million in the years ended
December 31, 2021, 2020 and 2019.
Derivative Financial Instruments Derivative financial instruments are recognized as either assets or liabilities at fair value.
The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated
and qualifies as an accounting hedge, as well as the type of hedging relationship identified. Derivative instruments are not used
for trading or speculative purposes.
Automotive We utilize options, swaps and forward contracts to manage foreign currency and commodity price risk. The
change in fair value of option and forward contracts not designated as hedges is recorded in Interest income and other non-
operating income, net. Cash flows for all derivative financial instruments are classified in cash flows from operating activities.
We estimate the fair value of the Stellantis warrants using a Black-Scholes formula. The significant inputs to the model
include the Stellantis stock price and the estimated dividend yield. We are entitled to receive any dividends declared by
Stellantis through the conversion date upon exercise of the warrants. Gains or losses as a result of the change in the fair value of
the Stellantis warrants are recorded in Interest income and other non-operating income, net.
Automotive Financing - GM Financial GM Financial utilizes interest rate derivative instruments to manage interest rate
risk and foreign currency derivative instruments to manage foreign currency risk. The change in fair value of the derivative
instruments not designated as hedges is recorded in GM Financial interest, operating and other expenses. Cash flows for all
derivative financial instruments are classified in cash flows from operating activities.
Certain interest rate and foreign currency swap agreements have been designated as fair value hedges. The risk being hedged
is the risk of changes in the fair value of the hedged debt attributable to changes in the benchmark interest rate or the risk of
changes in fair value attributable to changes in foreign currency exchange rates. If the swap has been designated as a fair value
hedge, the changes in the fair value of the hedged item are recorded in GM Financial interest, operating and other expenses. The
change in fair value of the related hedge is also recorded in GM Financial interest, operating and other expenses.
Certain interest rate swap and foreign currency swap agreements have been designated as cash flow hedges. The risk being
hedged is the interest rate and foreign currency risk related to forecasted transactions. If the contract has been designated as a
cash flow hedge, the change in the fair value of the cash flow hedge is deferred in Accumulated other comprehensive loss and is
recognized in GM Financial interest, operating and other expenses along with the earnings effect of the hedged item when the
hedged item affects earnings. Changes in the fair value of amounts excluded from the assessment of effectiveness are recorded
currently in earnings and are presented in the same income statement line as the earnings effect of the hedged item.
63
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Note 3. Revenue
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table disaggregates our revenue by major source for revenue generating segments:
GMNA
$ 97,515 $ 10,956 $
GMI
Corporate
Vehicle, parts and accessories
Used vehicles
Services and other
Automotive net sales and revenue
Leased vehicle income
Finance charge income
Other income
GM Financial net sales and revenue
545
3,248
101,308
—
—
—
—
49
1,167
12,172
—
—
—
—
Net sales and revenue
$ 101,308 $ 12,172 $
Year Ended December 31, 2021
Total
Automotive Cruise
GM
Financial
Eliminations/
Reclassifications
Total
14 $ 108,485 $ — $ — $
—
90
104
—
—
—
—
104 $ 113,584 $ 106 $ 13,419 $
—
—
—
9,026
4,103
290
13,419
594
4,505
113,584
—
—
—
—
—
106
106
—
—
—
—
— $ 108,485
594
—
4,511
(100)
113,590
(100)
9,026
—
4,103
—
285
(5)
13,414
(5)
(105) $ 127,004
GMNA
$ 92,749 $ 10,593 $
GMI
Corporate
Vehicle, parts and accessories
Used vehicles
Services and other
Automotive net sales and revenue
Leased vehicle income
Finance charge income
Other income
GM Financial net sales and revenue
875
3,109
96,733
—
—
—
—
115
878
11,586
—
—
—
—
Net sales and revenue
$ 96,733 $ 11,586 $
Year Ended December 31, 2020
Total
Automotive Cruise
GM
Financial
Eliminations/
Reclassifications
Total
1 $ 103,343 $ — $ — $
—
20
329
103
103
350
—
—
—
—
—
—
—
—
350 $ 108,669 $ 103 $ 13,831 $
—
—
—
9,530
3,996
305
13,831
1,010
4,316
108,669
—
—
—
—
— $ 103,343
1,010
—
4,320
(99)
108,673
(99)
9,530
—
3,995
(1)
287
(18)
13,812
(19)
(118) $ 122,485
GMNA
$ 101,346 $ 14,931 $
GMI
Corporate
Vehicle, parts and accessories
Used vehicles
Services and other
Automotive net sales and revenue
Leased vehicle income
Finance charge income
Other income
GM Financial net sales and revenue
1,896
3,124
106,366
—
—
—
—
123
1,057
16,111
—
—
—
—
Net sales and revenue
$ 106,366 $ 16,111 $
Year Ended December 31, 2019
Total
Automotive Cruise
GM
Financial
Eliminations/
Reclassifications
Total
— $ 116,277 $ — $ — $
—
220
220
—
—
—
—
220 $ 122,697 $ 100 $ 14,554 $
—
—
—
10,032
4,071
451
14,554
2,019
4,401
122,697
—
—
—
—
—
100
100
—
—
—
—
— $ 116,277
2,019
—
4,401
(100)
122,697
(100)
10,032
—
4,064
(7)
444
(7)
14,540
(14)
(114) $ 137,237
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing
services. Adjustments to sales incentives for previously recognized sales were insignificant during the years ended December
31, 2021, 2020 and 2019.
Contract liabilities in our Automotive segments primarily consist of maintenance, extended warranty and other service
contracts of $2.5 billion and $2.4 billion at December 31, 2021 and 2020, which are included in Accrued liabilities and Other
liabilities. We recognized revenue of $1.2 billion and $1.1 billion related to contract liabilities during the years ended December
31, 2021 and 2020. We expect to recognize revenue of $1.2 billion, $498 million and $868 million in the years ending
December 31, 2022, 2023 and thereafter related to contract liabilities at December 31, 2021.
64
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 4. Marketable and Other Securities
The following table summarizes the fair value of cash equivalents and marketable debt securities, which approximates cost:
Cash and cash equivalents
Cash and time deposits
Available-for-sale debt securities
U.S. government and agencies
Corporate debt
Sovereign debt
Total available-for-sale debt securities – cash equivalents
Money market funds
Total cash and cash equivalents(a)
Marketable debt securities
U.S. government and agencies
Corporate debt
Mortgage and asset-backed
Sovereign debt
Total available-for-sale debt securities – marketable securities(b)
Restricted cash
Cash and cash equivalents
Money market funds
Total restricted cash
Available-for-sale debt securities included above with contractual
maturities(c)
Due in one year or less
Due between one and five years
Total available-for-sale debt securities with contractual maturities
Fair Value
Level
December 31, 2021 December 31, 2020
$
7,881 $
8,010
2
2
2
1
2
2
2
2
1
$
$
$
$
$
$
$
722
5,321
2,105
8,148
4,038
1,370
3,476
2,051
6,897
5,085
20,067 $
19,992
1,771
3,630
632
3,013
9,046
269
2,856
3,125
2,071 $
3,396
575
2,567
8,609 $
466 $
3,009
3,475 $
12,003
4,130
16,133
__________
(a) Includes $1.6 billion and $761 million in Cruise at December 31, 2021 and 2020.
(b) Includes $1.5 billion and $943 million in Cruise at December 31, 2021 and 2020.
(c) Excludes mortgage and asset-backed securities of $575 million at December 31, 2021 as these securities are not due at a single maturity
date.
Proceeds from the sale of available-for-sale debt securities sold prior to maturity were $1.9 billion in the years ended
December 31, 2021 and 2020 and $4.5 billion in the year ended December 31, 2019. Net unrealized gains and losses on
available-for-sale debt securities were insignificant in the years ended December 31, 2021, 2020 and 2019. Cumulative
unrealized gains and losses on available-for-sale debt securities were insignificant at December 31, 2021 and 2020.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated
balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:
Cash and cash equivalents
Restricted cash included in Other current assets
Restricted cash included in Other assets
Total
December 31, 2021
December 31, 2020
$
$
20,067 $
2,935
540
23,542 $
19,992
2,581
544
23,117
65
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 5. GM Financial Receivables and Transactions
GM Financial receivables
Less: allowance for loan losses
GM Financial receivables, net
Fair value of GM Financial receivables utilizing
Level 2 inputs
Fair value of GM Financial receivables utilizing
Level 3 inputs
December 31, 2021
December 31, 2020
Retail
Commercial(a)
Total
Retail
Commercial(a)
Total
$ 58,093 $
6,609 $ 64,702 $ 51,288 $
8,682 $ 59,970
(1,839)
(47)
(1,886)
(1,915)
(63)
(1,978)
$ 56,254 $
6,562 $ 62,816 $ 49,373 $
8,619 $ 57,992
$ 6,562
$ 57,613
$ 8,619
$ 51,645
__________
(a) Net of dealer cash management balances of $1.0 billion and $1.4 billion at December 31, 2021 and 2020. Under the cash management
program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal
payments to GM Financial in advance.
Allowance for loan losses at beginning of period
Impact of adoption ASU 2016-13
Provision for loan losses
Charge-offs
Recoveries
Effect of foreign currency
Allowance for loan losses at end of period
Years Ended December 31,
2021
2020
2019
$
1,978 $
944 $
—
248
801
881
911
—
726
(897)
(1,169)
(1,246)
574
(17)
542
(21)
$
1,886 $
1,978 $
551
2
944
The decrease in the allowance for loan losses as of December 31, 2021 compared to December 31, 2020 was primarily due to
a reduction in the reserve levels established at the onset of the COVID-19 pandemic. This reduction was a result of actual credit
performance that was better than forecasted and favorable expectations for future charge-offs and recoveries, reflecting
improved economic conditions. These decreases in the reserve levels were partially offset by reserves established for loans
originated during the year ended December 31, 2021.
Retail Finance Receivables GM Financial's retail finance receivable portfolio includes loans made to consumers and
businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated
summaries of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the
retail finance receivables portfolio at December 31, 2021 and 2020:
Year of Origination
December 31, 2021
2021
2020
2019
2018
2017
Prior
Total
Percent
Prime – FICO score 680 and greater
$ 19,729 $ 12,408 $ 4,078 $ 2,298 $ 763 $ 143 $ 39,419
67.9 %
Near-prime – FICO score 620 to 679
3,856
2,388
1,229
Sub-prime – FICO score less than 620
4,053
2,528
1,777
648
972
274
570
84
8,479
14.6 %
295
10,195
17.5 %
Retail finance receivables, net of fees
$ 27,638 $ 17,324 $ 7,084 $ 3,918 $ 1,607 $ 522 $ 58,093
100.0 %
66
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Year of Origination
December 31, 2020
2020
2019
2018
2017
2016
Prior
Total
Percent
Prime – FICO score 680 and greater
$ 18,685 $ 7,033 $ 4,491 $ 1,917 $ 555 $ 119 $ 32,800
64.0 %
Near-prime – FICO score 620 to 679
3,695
2,097
1,232
603
Sub-prime – FICO score less than 620
3,803
2,920
1,740
1,173
225
610
83
7,935
15.4 %
307
10,553
20.6 %
Retail finance receivables, net of fees
$ 26,183 $ 12,050 $ 7,463 $ 3,693 $ 1,390 $ 509 $ 51,288
100.0 %
GM Financial reviews the ongoing credit quality of retail finance receivables based on customer payment activity. A retail
account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment
was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, GM Financial
generally has the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The
accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of
$602 million and $714 million at December 31, 2021 and 2020. The following tables are consolidated summaries of the
delinquency status of the outstanding amortized cost of retail finance receivables for each vintage of the portfolio at December
31, 2021 and 2020:
Year of Origination
December 31, 2021
2021
2020
2019
2018
2017
Prior
Total
Percent
$ 27,270 $ 16,945 $
6,772 $
3,721 $
1,478 $
440 $ 56,626
97.5 %
273
83
356
12
276
93
369
10
230
76
306
6
147
46
193
4
97
30
127
2
60
21
81
1
1,083
349
1,432
35
1.8 %
0.6 %
2.4 %
0.1 %
368
379
312
197
129
82
1,467
2.5 %
0-to-30 days
31-to-60 days
Greater-than-60 days
Finance receivables more
than 30 days
delinquent
In repossession
Finance receivables more
than 30 days
delinquent or in
repossession
Retail finance
receivables, net of fees $ 27,638 $ 17,324 $
7,084 $
3,918 $
1,607 $
522 $ 58,093
100.0 %
Year of Origination
December 31, 2020
2020
2019
2018
2017
2016
Prior
Total
Percent
$ 25,894 $ 11,591 $
7,131 $
3,454 $
1,249 $
421 $ 49,740
97.0 %
210
72
282
7
325
123
448
11
235
90
325
7
170
64
234
5
102
37
139
2
61
26
87
1
1,103
412
1,515
33
2.1 %
0.8 %
2.9 %
0.1 %
289
459
332
239
141
88
1,548
3.0 %
0-to-30 days
31-to-60 days
Greater-than-60 days
Finance receivables more
than 30 days
delinquent
In repossession
Finance receivables more
than 30 days
delinquent or in
repossession
Retail finance
receivables, net of fees $ 26,183 $ 12,050 $
7,463 $
3,693 $
1,390 $
509 $ 51,288
100.0 %
The outstanding amortized cost of retail finance receivables that are considered TDRs was $1.9 billion and $2.2 billion,
including $219 million and $301 million in nonaccrual loans at December 31, 2021 and 2020.
67
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Commercial Finance Receivables GM Financial's commercial finance receivables consist of dealer financings, primarily for
dealer inventory purchases. Proprietary models are used to assign a risk rating to each dealer. GM Financial performs periodic
credit reviews of each dealership and adjusts the dealership's risk rating, if necessary. There were no commercial finance
receivables on nonaccrual status at December 31, 2021 and an insignificant amount at December 31, 2020.
GM Financial's commercial risk model and risk rating categories are as follows:
Rating
I
II
III
IV
Description
Performing accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial
commitments.
Performing accounts experiencing potential weakness in financial metrics and repayment prospects resulting in
increased monitoring.
Non-Performing accounts with inadequate paying capacity for current obligations and have the distinct possibility
of creating a loss if deficiencies are not corrected.
Non-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that
make collection of liquidation in full highly questionable or improbable.
Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of
lines of credit and liquidation of assets. The following tables summarize the credit risk profile by dealer risk rating of
commercial finance receivables at December 31, 2021 and 2020:
I
II
III
IV
Commercial finance receivables,
net of fees
Year of Origination(a)
December 31, 2021
Revolving
2021
2020
2019
2018
2017
Prior
Total
Percent
$
5,210 $ 420 $ 396 $ 120 $ 50 $ 50 $ 10 $ 6,256
94.7 %
207
81
—
3
8
16
15
12
—
2
—
3
2
—
4
241
112
—
—
—
—
—
—
—
3.6 %
1.7 %
— %
$
5,498 $ 431 $ 427 $ 134 $ 50 $ 55 $ 14 $ 6,609
100.0 %
_________
(a) Floorplan advances comprise 94% of the total revolving balance. Dealer term loans are presented by year of origination.
I
II
III
IV
Commercial finance receivables,
net of fees
__________
Year of Origination(a)
December 31, 2020
Revolving
2020
2019
2018
2017
2016
Prior
Total
Percent
$
6,968 $ 510 $ 159 $ 63 $ 95 $ 43 $ 19 $ 7,857
90.5 %
491
2
203
—
18
8
2
29
3
2
18
11
34
—
—
—
—
—
—
—
4
568
253
4
6.5 %
2.9 %
0.1 %
$
7,662 $ 512 $ 185 $ 94 $ 100 $ 72 $ 57 $ 8,682
100.0 %
(a) Floorplan advances comprise 97% of the total revolving balance. Dealer term loans are presented by year of origination.
68
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Transactions with GM Financial The following table shows transactions between our Automotive segments and GM
Financial. These amounts are presented in GM Financial's consolidated balance sheets and statements of income.
Consolidated Balance Sheets(a)
Commercial finance receivables, net due from GM consolidated dealers
Subvention receivable(b)
Commercial loan funding payable
Consolidated Statements of Income
Interest subvention earned on finance receivables
Leased vehicle subvention earned
December 31, 2021
December 31, 2020
$
$
$
163 $
282 $
26 $
398
642
23
Years Ended December 31,
2021
2020
2019
$
$
820 $
2,702 $
679 $
3,042 $
588
3,273
__________
(a) All balance sheet amounts are eliminated upon consolidation.
(b) Our Automotive segments made cash payments to GM Financial for subvention of $3.3 billion, $3.9 billion and $4.1 billion in the years
ended December 31, 2021, 2020 and 2019.
GM Financial's Board of Directors declared and paid dividends of $3.5 billion, $800 million and $400 million on its common
stock in the years ended December 31, 2021, 2020 and 2019.
Note 6. Inventories
Total productive material, supplies and work in process
Finished product, including service parts
Total inventories
Note 7. Operating Leases
Operating Leases
December 31, 2021
December 31, 2020
$
$
8,240 $
4,748
12,988 $
5,117
5,118
10,235
Our portfolio of leases primarily consists of real estate office space, manufacturing and warehousing facilities, land and
equipment. Certain leases contain escalation clauses and renewal or purchase options, and generally our leases have no residual
value guarantees or material covenants. We exclude leases with a term of one year or less from our balance sheet, and do not
separate non-lease components from our real estate leases.
Rent expense under operating leases was $294 million, $317 million and $354 million in the years ended December 31, 2021,
2020 and 2019. Variable lease costs were insignificant in the years ended December 31, 2021, 2020 and 2019. At December 31,
2021 and 2020, operating lease right of use assets in Other assets were $1.1 billion and $1.0 billion, operating lease liabilities in
Accrued liabilities were $204 million and $209 million and non-current operating lease liabilities in Other liabilities were
$1.0 billion and $969 million. Operating lease right of use assets obtained in exchange for lease obligations were $328 million
and $222 million in the years ended December 31, 2021 and 2020. Our undiscounted future lease obligations related to
operating leases having initial terms in excess of one year are $243 million, $226 million, $198 million, $163 million, $135
million and $409 million for the years 2022, 2023, 2024, 2025, 2026 and thereafter, with imputed interest of $159 million as of
December 31, 2021. The weighted average discount rate was 3.5% and 4.0% and the weighted-average remaining lease term
was 7.1 years and 7.4 years at December 31, 2021 and 2020. Payments for operating leases included in Net cash provided by
(used in) operating activities were $301 million, $309 million and $337 million in the years ended December 31, 2021, 2020
and 2019. Lease agreements that have not yet commenced were $215 million at December 31, 2021.
69
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Equipment on Operating Leases
Equipment on operating leases primarily consists of leases to retail customers of GM Financial.
Equipment on operating leases
Less: accumulated depreciation
Equipment on operating leases, net
December 31, 2021
December 31, 2020
$
$
47,423 $
(9,494)
37,929 $
50,000
(10,181)
39,819
At December 31, 2021, the estimated residual value of our leased assets at the end of the lease term was $29.1 billion.
Depreciation expense related to Equipment on operating leases, net was $6.1 billion, $7.2 billion and $7.3 billion in the years
ended December 31, 2021, 2020 and 2019.
The following table summarizes lease payments due to GM Financial on leases to retail customers:
Lease receipts under operating leases
$ 5,551 $ 3,415 $ 1,147 $ 103 $ — $
— $ 10,216
Years Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total
Note 8. Equity in Net Assets of Nonconsolidated Affiliates
Nonconsolidated affiliates are entities in which we maintain an equity ownership interest and for which we use the equity
method of accounting due to our ability to exert significant influence over decisions relating to their operating and financial
affairs. Revenue and expenses of our joint ventures are not consolidated into our financial statements; rather, our proportionate
share of the earnings of each joint venture is reflected as Equity income.
Automotive China equity income
Other joint ventures equity income
Total Equity income
Investments in Nonconsolidated Affiliates
Automotive China carrying amount
Other investments carrying amount
Total equity in net assets of nonconsolidated affiliates
Years Ended December 31,
2021
2020
2019
$
$
1,098 $
203
1,301 $
512 $
162
674 $
1,132
136
1,268
December 31, 2021
December 31, 2020
$
$
7,156 $
2,521
9,677 $
6,599
1,807
8,406
The carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $4.3
billion and $4.2 billion at December 31, 2021 and 2020 primarily due to goodwill from the application of fresh-start reporting
and the purchase of additional interests in nonconsolidated affiliates.
70
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes our direct ownership interests in our China JVs:
Automotive China JVs
SAIC General Motors Corp., Ltd. (SGM)
Pan Asia Technical Automotive Center Co., Ltd.
SAIC General Motors Sales Co., Ltd. (SGMS)
SAIC GM Wuling Automobile Co., Ltd. (SGMW)
Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar)
SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom)
SAIC GM Dong Yue Motors Co., Ltd. (SGM DY)
SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT)
Other joint ventures
SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC)
SAIC-GMF Leasing Co., Ltd.
December 31, 2021
December 31, 2020
50 %
50 %
49 %
44 %
40 %
25 %
25 %
25 %
35 %
35 %
50 %
50 %
49 %
44 %
40 %
25 %
25 %
25 %
35 %
35 %
SGM is a joint venture we established with Shanghai Automotive Industry Corporation (SAIC) (50%). SGM has interests in
three other joint ventures in China: SGM Norsom, SGM DY and SGM DYPT. These three joint ventures are jointly held by
SGM (50%), SAIC (25%) and ourselves. These four joint ventures are engaged in the production, import and sale of a range of
products under the Buick, Chevrolet and Cadillac brands. SGM also has interests in Shanghai OnStar (20%), SAIC-GMAC
(20%) and SAIC-GMF Leasing Co., Ltd. (20%). Shanghai Automotive Group Finance Company Ltd., a subsidiary of SAIC,
owns 45% of SAIC-GMAC. SAIC Financial Holdings Company, a subsidiary of SAIC, owns 45% of SAIC-GMF Leasing Co.,
Ltd.
Summarized Financial Data of Nonconsolidated Affiliates
Summarized Balance Sheet Data
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Noncontrolling interests
Summarized Operating Data
Automotive China JVs' net sales
Others' net sales
Total net sales
Automotive China JVs' net income
Others' net income
Total net income
December 31, 2021
December 31, 2020
Automotive
China JVs
Others
Total
Automotive
China JVs
Others
Total
$
18,176 $
18,166 $
36,342 $
17,604 $
16,844 $
34,448
13,948
10,042
23,990
14,875
8,634
23,509
32,124 $
28,208 $
60,332 $
32,479 $
25,478 $
57,957
24,320 $
17,141 $
41,461 $
25,633 $
14,808 $
40,441
1,223
5,607
6,830
1,163
6,654
7,817
25,543 $
22,748 $
48,291 $
26,796 $
21,462 $
48,258
867 $
— $
867 $
824 $
1 $
825
$
$
$
$
Years Ended December 31,
2021
2020
2019
$
$
$
$
42,776 $
38,736 $
2,017
1,850
44,793 $
40,586 $
2,109 $
1,239 $
587
436
2,696 $
1,675 $
39,123
1,815
40,938
2,258
477
2,735
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Transactions with Nonconsolidated Affiliates Our nonconsolidated affiliates are involved in various aspects of the
development, production and marketing of trucks, crossovers, cars and automobile parts. We enter into transactions with certain
nonconsolidated affiliates to purchase and sell component parts and vehicles. The following tables summarize transactions with
and balances related to our nonconsolidated affiliates:
Automotive sales and revenue
Automotive purchases, net
Dividends received
Operating cash flows
Accounts and notes receivable, net
Accounts payable
Undistributed earnings
Note 9. Property
Land
Buildings and improvements
Machinery and equipment
Special tools
Construction in progress
Total property
Less: accumulated depreciation
Total property, net
Years Ended December 31,
2021
2020
2019
$
$
$
$
227 $
1,551 $
783 $
(616) $
235 $
165 $
1,198 $
1,473 $
199
1,065
1,852
913
December 31, 2021
December 31, 2020
$
$
$
1,004 $
555 $
2,111 $
954
494
1,594
Estimated
Useful Lives in
Years
5-40
3-27
1-13
December 31, 2021
December 31, 2020
$
1,301 $
10,542
31,444
23,719
5,395
72,401
1,339
9,671
30,013
20,851
3,581
65,455
(31,286)
41,115 $
(27,823)
37,632
$
The amount of capitalized software included in Property, net was $1.4 billion and $1.3 billion at December 31, 2021 and
2020. The amount of interest capitalized and excluded from Automotive interest expense related to Property, net was
insignificant in the years ended December 31, 2021, 2020 and 2019.
Depreciation and amortization expense
Impairment charges
Capitalized software amortization expense(a)
__________
(a) Included in depreciation and amortization expense.
Note 10. Goodwill and Intangible Assets
Years Ended December 31,
2021
2020
2019
$
$
$
5,829 $
5,354 $
6,541
— $
515 $
86 $
457 $
7
452
Goodwill of $1.9 billion consisted of $1.3 billion in GM Financial and $574 million and $567 million in Cruise at December
31, 2021 and 2020.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
December 31, 2021
December 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Technology and intellectual property
Brands
$
764 $
555 $
209 $
762 $
542 $
4,296
1,550
2,746
4,300
1,444
220
2,856
Dealer network, customer relationships and other
Total intangible assets
966
6,026 $
$
748
218
2,853 $ 3,173 $
981
6,043 $
737
244
2,723 $ 3,320
Our amortization expense related to intangible assets was $141 million, $144 million and $202 million in the years ended
December 31, 2021, 2020 and 2019.
Amortization expense related to intangible assets is estimated to be approximately $165 million in each of the next five years.
Note 11. Variable Interest Entities
Consolidated VIEs
Automotive Financing - GM Financial
GM Financial uses special purpose entities (SPEs) that are considered VIEs to issue variable funding notes to third party
bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The debt issued by
these VIEs is backed by finance receivables and leasing-related assets transferred to the VIEs (Securitized Assets). GM
Financial determined that it is the primary beneficiary of the SPEs because the servicing responsibilities for the Securitized
Assets give GM Financial the power to direct the activities that most significantly impact the performance of the VIEs and the
variable interests in the VIEs give GM Financial the obligation to absorb losses and the right to receive residual returns that
could potentially be significant. The assets of the VIEs serve as the sole source of repayment for the debt issued by these
entities. Investors in the notes issued by the VIEs do not have recourse to GM Financial or its other assets, with the exception of
customary representation and warranty repurchase provisions and indemnities that GM Financial provides as the servicer. GM
Financial is not required to provide additional financial support to these SPEs. While these subsidiaries are included in GM
Financial's consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are
not available to GM Financial's creditors.
The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs:
Restricted cash – current
Restricted cash – non-current
GM Financial receivables, net of fees – current
GM Financial receivables, net of fees – non-current
GM Financial equipment on operating leases, net
GM Financial short-term debt and current portion of long-term debt
GM Financial long-term debt
December 31, 2021
December 31, 2020
$
$
$
$
$
$
$
2,291 $
449 $
15,344 $
16,518 $
16,143 $
19,876 $
19,401 $
2,190
449
17,211
15,107
16,322
20,450
18,974
GM Financial recognizes finance charge, leased vehicle and fee income on the Securitized Assets and interest expense on the
secured debt issued in a securitization transaction and records a provision for loan losses to recognize loan losses expected over
the remaining life of the finance receivables.
Nonconsolidated VIEs
Automotive
Nonconsolidated VIEs principally include automotive related operating entities to which we provided financial support to
ensure that our supply needs for production are met or are not disrupted. Our variable interests in these nonconsolidated VIEs
include equity investments, accounts and loans receivable, committed financial support and other off-balance sheet
arrangements. The carrying amounts of assets were $846 million and liabilities were insignificant related to our
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
nonconsolidated VIEs at December 31, 2021. The carrying amounts of assets and liabilities related to our nonconsolidated VIEs
were insignificant at December 31, 2020. Our maximum exposure to loss as a result of our involvement with these VIEs was
$2.1 billion and $1.2 billion, inclusive of $1.2 billion and $776 million in committed capital contributions to Ultium Cells LLC
at December 31, 2021 and 2020. We currently lack the power through voting or similar rights to direct the activities of these
entities that most significantly affect their economic performance.
Note 12. Accrued and Other Liabilities
Accrued liabilities
December 31, 2021
December 31, 2020
Dealer and customer allowances, claims and discounts
$
3,211 $
Deferred revenue
Product warranty and related liabilities
Payrolls and employee benefits excluding postemployment benefits
Other
Total accrued liabilities
Other liabilities
Deferred revenue
Product warranty and related liabilities
Operating lease liabilities
Employee benefits excluding postemployment benefits
Postemployment benefits including facility idling reserves
Other
Total other liabilities
Product Warranty and Related Liabilities
Warranty balance at beginning of period
Warranties issued and assumed in period – recall campaigns
Warranties issued and assumed in period – product warranty
Payments
Adjustments to pre-existing warranties
Effect of foreign currency and other
Warranty balance at end of period
Less: Supplier recoveries balance at end of period(a)
20,297 $
23,069
$
$
2,461
3,769
2,937
7,919
3,010 $
6,005
1,012
622
775
3,661
7,300
3,132
3,048
1,864
7,725
2,715
5,193
969
822
739
3,009
13,447
$
15,085 $
Years Ended December 31,
2021
2020
2019
$
8,242 $
7,798 $
2,820
1,665
1,628
1,773
7,590
745
2,001
(3,249)
(2,986)
(3,012)
315
(19)
9,774
2,039
41
(12)
8,242
224
455
19
7,798
241
7,557
Warranty balance, net of supplier recoveries at end of period
$
7,735 $
8,018 $
__________
(a) The current portion of supplier recoveries is recorded in Accounts and notes receivable, net of allowance and the non-current portion is
recorded in Other assets.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Product warranty expense, net of recoveries
Warranties issued and assumed in period
Supplier recoveries accrued in period
Adjustments and other
Warranty expense, net of supplier recoveries
Years Ended December 31,
2021
2020
2019
$
$
4,485 $
3,401 $
(2,175)
296
(322)
29
2,606 $
3,108 $
2,746
(433)
474
2,787
In the year ended December 31, 2021, we recorded warranty recall campaign accruals of $2.8 billion, of which $2.0 billion
related to the Chevrolet Bolt recall. In addition, we reached an agreement with LG Electronics, Inc. (LG) under which LG will
reimburse GM for costs and expenses associated with the recall, which substantially offsets the warranty charges we recognized
in connection with the recall. Refer to Note 16 to our consolidated financial statements for more details on the Chevrolet Bolt
recall and associated supplier recovery. We estimate our reasonably possible loss in excess of amounts accrued for recall
campaigns to be insignificant at December 31, 2021.
Note 13. Debt
Automotive The following table presents debt in our automotive operations:
Secured debt
Unsecured debt(a)
Finance lease liabilities
Total automotive debt(b)
Fair value utilizing Level 1 inputs
Fair value utilizing Level 2 inputs
Available under credit facility agreements(c)
Weighted-average interest rate on outstanding short-term
debt(d)
Weighted-average interest rate on outstanding long-term
debt(d)
December 31, 2021
December 31, 2020
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
$
192 $
212
$
303 $
332
16,277
349
19,995
362
16,929
237
20,988
256
$
16,818 $
20,569
$
17,469 $
21,576
$
$
$
19,085
1,484
15,208
9.8 %
5.8 %
$
$
$
19,826
1,750
18,222
3.8 %
5.6 %
__________
(a) Primarily consists of senior notes.
(b)
(c) Excludes our 364-day, $2.0 billion facility designated for exclusive use by GM Financial.
(d)
Includes coupon rates on debt denominated in various foreign currencies and interest free loans.
Includes net discount and debt issuance costs of $512 million and $540 million at December 31, 2021 and 2020.
In April 2021, we increased the total borrowing capacity of our five-year, $10.5 billion facility to $11.2 billion and extended
the termination date for a $9.9 billion portion of the five-year facility by three years, now set to mature on April 18, 2026. The
termination date of April 18, 2023 for the remaining portion of the five-year facility remains unchanged. We also renewed and
increased the total borrowing capacity of our three-year, $4.0 billion facility to $4.3 billion, which now matures on April 7,
2024, and renewed our 364-day, $2.0 billion facility allocated for exclusive use by GM Financial, which now matures on April
6, 2022. We also terminated a separate 364-day, $2.0 billion revolving credit facility, entered into in May 2020. Additionally,
the prior restrictions on share repurchases and dividends on our common shares were removed upon entrance into the renewed
three-year, $4.3 billion facility.
In September 2021, we repaid $450 million of our floating rate senior unsecured debt upon maturity. In December 2021, we
terminated our three-year, $2.0 billion transformation facility that was scheduled to mature in January 2022.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
GM Financial The following table presents debt of GM Financial:
Secured debt
Unsecured debt
Total GM Financial debt
Fair value utilizing Level 2 inputs
Fair value utilizing Level 3 inputs
December 31, 2021
December 31, 2020
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
$ 39,338 $ 39,401 $ 39,982 $ 40,380
53,223
54,357
52,443
54,568
$ 92,561 $ 93,758 $ 92,425 $ 94,948
$ 92,250
$
1,508
$ 92,922
$
2,026
Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by
VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 11 for additional information
on GM Financial's involvement with VIEs. GM Financial is required to hold certain funds in restricted cash accounts to provide
additional collateral for borrowings under certain secured credit facilities. The weighted-average interest rate on secured debt
was 1.27% at December 31, 2021. The revolving credit facilities have maturity dates ranging from 2022 to 2027 and
securitization notes payable have maturity dates ranging from 2022 to 2034. At the end of the revolving period, if not renewed,
the debt of revolving credit facilities will amortize over a defined period. In the year ended December 31, 2021, GM Financial
renewed revolving credit facilities with total borrowing capacity of $25.8 billion and issued $23.3 billion in aggregate principal
amount of securitization notes payable with an initial weighted average interest rate of 0.79% and maturity dates ranging from
2022 to 2034.
Unsecured debt consists of senior notes, credit facilities and other unsecured debt. Senior notes outstanding at December 31,
2021 have maturity dates ranging from 2022 to 2031 and have a weighted-average interest rate of 2.77%. In the year ended
December 31, 2021, GM Financial issued $12.2 billion in aggregate principal amount of senior notes with an initial weighted
average interest rate of 1.62% and maturity dates ranging from 2024 to 2031.
In September 2021, GM Financial redeemed $1.5 billion in aggregate principal amount of 5.2% senior notes due in 2023. The
redemption resulted in a $105 million loss on the early extinguishment of debt. The loss is included in GM Financial interest,
operating and other expenses.
In January 2022, GM Financial issued $2.6 billion in senior notes with a weighted average interest rate of 2.57% and maturity
dates ranging from 2027 to 2032.
Unsecured credit facilities and other unsecured debt have original maturities of up to four years. The weighted-average
interest rate on these credit facilities and other unsecured debt was 2.69% at December 31, 2021.
Automotive interest expense
Automotive Financing - GM Financial interest expense
Total interest expense
Years Ended December 31,
2021
2020
2019
$
$
950 $
1,098 $
2,546
3,023
3,496 $
4,121 $
782
3,641
4,423
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes contractual maturities including finance leases at December 31, 2021:
2022
2023
2024
2025
2026
Thereafter
Automotive
Automotive
Financing
Total
$
463 $
33,333 $
2,814
84
2,570
57
11,342
20,277
13,317
8,658
6,081
10,871
33,796
23,091
13,401
11,228
6,138
22,213
$
17,330 $
92,537 $
109,867
Compliance with Debt Covenants Several of our loan facilities, including our revolving credit facilities, require compliance
with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary
financial statements. Certain of GM Financial’s secured debt agreements also contain various covenants, including maintaining
portfolio performance ratios as well as limits on deferment levels. GM Financial’s unsecured debt obligations contain covenants
including limitations on GM Financial's ability to incur certain liens. Failure to meet certain of these requirements may result in
a covenant violation or an event of default depending on the terms of the agreement. An event of default may allow lenders to
declare amounts outstanding under these agreements immediately due and payable, to enforce their interests against collateral
pledged under these agreements or restrict our ability or GM Financial's ability to obtain additional borrowings. No technical
defaults or covenant violations existed at December 31, 2021.
Note 14. Derivative Financial Instruments
Automotive The following table presents the notional amounts of derivative financial instruments in our automotive
operations:
Derivatives not designated as hedges(a)
Foreign currency
Commodity
Stellantis warrants, formerly known as PSA warrants(b)
Total derivative financial instruments
Fair Value
Level
December 31, 2021
December 31, 2020
2
2
2
$
$
4,228 $
1,549
45
5,822 $
2,195
341
49
2,585
__________
(a) The fair value of these derivative instruments at December 31, 2021 and 2020 and the gains/losses included in our consolidated income
statements for the years ended December 31, 2021, 2020 and 2019 were insignificant, unless otherwise noted.
(b) As a result of the merger of Peugeot, S.A. (PSA Group) and Fiat Chrysler Automobiles N.V. on January 16, 2021, our 39.7 million
warrants in Stellantis will convert into 69.2 million common shares of Stellantis upon exercise, subject to the original contractual lockup
period of five years. These warrants will continue to be governed by the same terms and conditions that were applicable prior to the
merger. The fair value of these warrants, located in Other assets, was $1.4 billion and $1.1 billion at December 31, 2021 and 2020. We
recorded gains in Interest income and other non-operating income, net of $316 million, $139 million and $154 million for the years
ended December 31, 2021, 2020 and 2019.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
GM Financial The following table presents the gross fair value amounts of GM Financial's derivative financial instruments
and the associated notional amounts:
Fair Value
Level
December 31, 2021
December 31, 2020
Notional
Fair Value
of Assets
Fair Value of
Liabilities
Notional
Fair Value
of Assets
Fair Value of
Liabilities
Derivatives designated as hedges(a)
Fair value hedges
Interest rate swaps
Foreign currency swaps
Cash flow hedges
Interest rate swaps
Foreign currency swaps
Derivatives not designated as hedges(a)
Interest rate contracts
Foreign currency contracts
2
2
2
2
2
2
$ 15,058 $
74 $
88 $ 10,064 $
463 $
682
611
7,419
110,053
148
—
12
85
846
—
59
1,958
128
4
201
921
5,626
339
110,997
—
—
—
278
954
—
Total derivative financial instruments(b)
$ 133,971 $ 1,017 $
691 $ 129,566 $ 1,823 $
13
9
27
47
576
—
672
__________
(a) The gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December
31, 2021, 2020 and 2019 were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position
are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.
(b) GM Financial held $376 million and $728 million of collateral from counterparties available for netting against GM Financial's asset
positions, and posted an insignificant amount of collateral to counterparties available for netting against GM Financial's liability
positions at December 31, 2021 and 2020.
The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including
quoted prices of similar instruments and foreign exchange and interest rate forward curves.
The following amounts were recorded in the consolidated balance sheets related to items designated and qualifying as hedged
items in fair value hedging relationships:
December 31, 2021
December 31, 2020
Carrying Amount of
Hedged Items
Cumulative Amount of
Fair Value Hedging
Adjustments(a)
Carrying Amount of
Hedged Items
Cumulative Amount of
Fair Value Hedging
Adjustments(a)
Short-term unsecured debt
Long-term unsecured debt
GM Financial unsecured debt
$
$
1,338 $
23,626
24,964 $
(1) $
(225)
(226) $
4,858 $
18,457
23,315 $
(69)
(670)
(739)
__________
(a)
Includes $246 million and $200 million of unamortized gains remaining on hedged items for which hedge accounting has been
discontinued at December 31, 2021 and 2020.
Note 15. Pensions and Other Postretirement Benefits
Employee Pension and Other Postretirement Benefit Plans
Defined Benefit Pension Plans Defined benefit pension plans covering eligible U.S. hourly employees (hired prior to
October 2007) and Canadian hourly employees (hired prior to October 2016) generally provide benefits of negotiated, stated
amounts for each year of service and supplemental benefits for employees who retire with 30 years of service before normal
retirement age. The benefits provided by the defined benefit pension plans covering eligible U.S. (hired prior to January 1,
2001) and Canadian salaried employees and employees in certain other non-U.S. locations are generally based on years of
service and compensation history. Accrual of defined pension benefits ceased in 2012 for U.S. and Canadian salaried
employees. There is also an unfunded nonqualified pension plan primarily covering U.S. executives for service prior to January
1, 2007 and it is based on an “excess plan” for service after that date.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The funding policy for qualified defined benefit pension plans is to contribute annually not less than the minimum required
by applicable laws and regulations or to directly pay benefit payments where appropriate. In the year ended December 31, 2021
all legal funding requirements were met. The following table summarizes contributions made to the defined benefit pension
plans:
U.S. hourly and salaried
Non-U.S.
Total
Years Ended December 31,
2021
2020
2019
$
$
67 $
371
438 $
68 $
396
464 $
83
532
615
We expect to contribute approximately $70 million to our U.S. non-qualified plans and approximately $500 million to our
non-U.S. pension plans in 2022.
Based on our current assumptions, over the next five years we expect no significant mandatory contributions to our U.S.
qualified pension plans and mandatory contributions totaling $290 million to our U.K. and Canada pension plans.
Other Postretirement Benefit Plans Certain hourly and salaried defined benefit plans provide postretirement medical,
dental, legal service and life insurance to eligible U.S. and Canadian retirees and their eligible dependents. Certain other non-
U.S. subsidiaries have postretirement benefit plans, although most non-U.S. employees are covered by government sponsored
or administered programs. We made contributions to the U.S. OPEB plans of $351 million, $343 million and $326 million in
the years ended December 31, 2021, 2020 and 2019. Plan participants' contributions were insignificant in the years ended
December 31, 2021, 2020 and 2019.
Defined Contribution Plans We have defined contribution plans for eligible U.S. salaried and hourly employees that provide
discretionary matching contributions. Contributions are also made to certain non-U.S. defined contribution plans. We made
contributions to our defined contribution plans of $606 million, $573 million and $537 million in the years ended December 31,
2021, 2020 and 2019.
Significant Plan Amendments, Benefit Modifications and Related Events
Other Remeasurements The SOA issued mortality improvement tables in the three months ended December 31, 2021 and
December 31, 2020. We reviewed our recent mortality experience and we determined our current mortality assumptions are
appropriate to measure our U.S. pension and OPEB plans obligations as of December 31, 2021. In 2020, we incorporated the
SOA mortality improvement tables into our December 31, 2020 measurement of U.S. pension and OPEB plans' benefit
obligations. The change in these assumptions decreased U.S. pension and OPEB plans’ obligations by $686 million as of
December 31, 2020.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Pension and OPEB Obligations and Plan Assets
Change in benefit obligations
Beginning benefit obligation
Service cost
Interest cost
Actuarial (gains) losses
Benefits paid
Foreign currency translation adjustments
Curtailments, settlements and other
Ending benefit obligation
Change in plan assets
Beginning fair value of plan assets
Actual return on plan assets
Employer contributions
Benefits paid
Foreign currency translation adjustments
Settlements and other
Ending fair value of plan assets
Ending funded status
Amounts recorded in the consolidated balance sheets
Non-current assets
Current liabilities
Non-current liabilities
Net amount recorded
Amounts recorded in Accumulated other
comprehensive loss
Net actuarial loss
Net prior service (cost) credit
Total recorded in Accumulated other comprehensive loss
Year Ended December 31, 2021
Year Ended December 31, 2020
Pension Benefits
U.S.
Non-U.S.
Global
OPEB
Plans
Pension Benefits
U.S.
Non-U.S.
Global
OPEB
Plans
$ 66,468 $ 20,807 $ 6,656 $ 64,684 $ 21,398 $ 6,304
187
1,074
109
236
(2,564)
(1,015)
(4,414)
(1,151)
—
(543)
(509)
(163)
18
123
(282)
(424)
4
29
177
1,716
4,757
133
362
1,506
19
173
551
(4,600)
(1,132)
(408)
—
870
(266)
(2,330)
(3)
20
60,208
18,314
6,124
66,468
20,807
6,656
61,077
13,846
3,734
67
602
371
—
—
400
59,239
14,961
6,635
68
1,573
396
(4,414)
(1,151)
(424)
(4,600)
(1,132)
—
10
(543)
(157)
59,921
13,521
—
24
—
—
389
(265)
(2,341)
61,077
13,846
—
—
387
(408)
—
21
—
$
(287) $
(4,793) $ (6,124) $
(5,391) $
(6,961) $ (6,656)
$
1,896 $
1,440 $ — $
— $
980 $ —
(70)
(338)
(381)
(66)
(364)
(379)
(2,113)
(5,895)
(5,743)
(5,325)
(7,577)
(6,277)
$
(287) $
(4,793) $ (6,124) $
(5,391) $
(6,961) $ (6,656)
$
$
(13) $
(3,675) $ (1,439) $
(3,256) $
(5,123) $ (1,823)
7
(54)
15
11
(60)
20
(6) $
(3,729) $ (1,424) $
(3,245) $
(5,183) $ (1,803)
In the year ended December 31, 2021, the decrease in benefit plan obligations was primarily due to a decrease in actuarial
losses experienced by all plans as a result of an increase in discount rates.
In the year ended December 31, 2020, the increase in benefit plan obligations was primarily due to an increase in actuarial
losses experienced by all plans as a result of a decrease in discount rates.
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes the total accumulated benefit obligations (ABO), the ABO and fair value of plan assets for
defined benefit pension plans with ABO in excess of plan assets, and the projected benefit obligation (PBO) and fair value of
plan assets for defined benefit pension plans with PBO in excess of plan assets:
ABO
Plans with ABO in excess of plan assets
ABO
Fair value of plan assets
Plans with PBO in excess of plan assets
PBO
Fair value of plan assets
December 31, 2021
December 31, 2020
U.S.
Non-U.S.
U.S.
Non-U.S.
$
60,188 $
18,244 $
66,448 $
20,721
$
$
$
$
8,396 $
6,233 $
8,415 $
6,223 $
6,464 $
66,448 $
12,042
300 $
61,077 $
4,185
6,533 $
66,468 $
12,128
300 $
61,077 $
4,186
The following table summarizes the components of net periodic pension and OPEB expense along with the assumptions used
to determine benefit obligations:
Year Ended December 31, 2021
Pension Benefits
U.S.
Non-U.S.
Global
OPEB
Plans
Year Ended December 31, 2020
Global
OPEB
Plans
Pension Benefits
Non-U.S.
U.S.
Year Ended December 31, 2019
Global
OPEB
Plans
Pension Benefits
Non-U.S.
U.S.
Components of expense
Service cost
Interest cost
$ 260
$ 121
1,074
236
$ 18
123
$ 251
1,716
$ 145
362
Expected return on plan assets
(3,178)
(610)
—
(3,267)
(675)
Amortization of net actuarial losses
26
212
97
16
171
$ 19
173
—
74
$ 393
2,264
$ 132
456
$ 17
220
(3,483)
(786)
—
11
122
30
Curtailments, settlements and other
Net periodic pension and OPEB (income)
expense
Weighted-average assumptions used to
determine benefit obligations(a)
Discount rate
Weighted-average assumptions used to
determine net expense(a)
Discount rate
Expected rate of return on plan assets
15
7
(6)
17
241
(8)
21
142
(23)
$ (1,803) $ (34)
$ 232
$ (1,267) $ 244
$ 258
$ (794)
$ 66
$ 244
2.78 % 2.13 % 2.97 % 2.37 % 1.62 % 2.53 % 3.20 % 2.16 % 3.24 %
1.86 % 2.38 % 2.24 % 2.84 % 2.80 % 3.00 % 3.92 % 3.36 % 4.07 %
5.63 % 4.67 %
N/A
5.88 % 4.96 %
N/A 6.37 % 5.76 %
N/A
_________
(a) The rate of compensation increase and the cash balance interest crediting rates do not have a significant effect on our U.S. pension and
OPEB plans.
The non-service cost components of the net periodic pension and OPEB income are presented in Interest income and other
non-operating income, net. Refer to Note 19 for additional information.
U.S. pension plan service cost includes administrative expenses and Pension Benefit Guarantee Corporation premiums were
insignificant for the years ended December 31, 2021 and 2020 and $214 million for the year ended December 31, 2019.
Weighted-average assumptions used to determine net expense are determined at the beginning of the period and updated for
remeasurements. Non-U.S. pension plan administrative expenses included in service cost were insignificant in the years ended
December 31, 2021, 2020 and 2019.
In the three months ended December 31, 2020, we completed a $1.5 billion annuity purchase for salaried retirees in Canada.
This resulted in a non-operating pension settlement charge of $130 million.
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Investment Strategies and Long-Term Rate of Return Detailed periodic studies are conducted by our internal asset
management group as well as outside actuaries and are used to determine the long-term strategic mix among asset classes, risk
mitigation strategies and the expected long-term return on asset assumptions for the U.S. pension plans. The U.S. study includes
a review of alternative asset allocation and risk mitigation strategies, anticipated future long-term performance and risk of the
individual asset classes that comprise the plans' asset mix. Similar studies are performed for the significant non-U.S. pension
plans with the assistance of outside actuaries and asset managers. While the studies incorporate data from recent plan
performance and historical returns, the expected rate of return on plan assets represents our estimate of long-term prospective
rates of return.
We continue to pursue various options to fund and de-risk our pension plans, including continued changes to the pension
asset portfolio mix to reduce funded status volatility. The strategic asset mix and risk mitigation strategies for the plans are
tailored specifically for each plan. Individual plans have distinct liabilities, liquidity needs and regulatory requirements.
Consequently there are different investment policies set by individual plan fiduciaries. Although investment policies and risk
mitigation strategies may differ among plans, each investment strategy is considered to be appropriate in the context of the
specific factors affecting each plan.
In setting new strategic asset mixes, consideration is given to the likelihood that the selected asset mixes will effectively fund
the projected pension plan liabilities, while aligning with the risk tolerance of the plans' fiduciaries. The strategic asset mixes
for U.S. defined benefit pension plans are increasingly designed to satisfy the competing objectives of improving funded
positions (market value of assets equal to or greater than the present value of the liabilities) and mitigating the possibility of a
deterioration in funded status.
Derivatives may be used to provide cost effective solutions for rebalancing investment portfolios, increasing or decreasing
exposure to various asset classes and for mitigating risks, primarily interest rate, equity and currency risks. Equity and fixed
income managers are permitted to utilize derivatives as efficient substitutes for traditional securities. Interest rate derivatives
may be used to adjust portfolio duration to align with a plan's targeted investment policy and equity derivatives may be used to
protect equity positions from downside market losses. Alternative investment managers are permitted to employ leverage,
including through the use of derivatives, which may alter economic exposure.
In December 2021, an investment policy study was completed for the U.S. pension plans. As a result of changes to our capital
market assumptions, the weighted-average long-term rate of return on assets decreased from 5.6% at December 31, 2020 to
5.4% at December 31, 2021. 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.
Target Allocation Percentages The following table summarizes the target allocations by asset category for U.S. and non-
U.S. defined benefit pension plans:
Equity
Debt
Other(a)
Total
December 31, 2021
December 31, 2020
U.S.
Non-U.S.
U.S.
Non-U.S.
9 %
68 %
23 %
100 %
14 %
69 %
17 %
12 %
64 %
24 %
100 %
100 %
16 %
66 %
18 %
100 %
__________
(a) Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds.
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Assets and Fair Value Measurements The following tables summarize the fair value of U.S. and non-U.S. defined benefit
pension plan assets by asset class:
U.S. Pension Plan Assets
Common and preferred stocks
December 31, 2021
December 31, 2020
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
$ 2,554 $ — $ — $ 2,554 $ 7,429 $ — $
1 $ 7,430
Government and agency debt securities(a)
—
14,924
—
14,924
—
13,231
—
13,231
Corporate and other debt securities
—
26,064
—
26,064
—
26,475
—
26,475
Other investments, net(b)(c)
421
21
246
688
(834)
(8)
427
(415)
Net plan assets subject to leveling
$ 2,975 $ 41,009 $ 246
44,230 $ 6,595 $ 39,698 $ 428
46,721
Plan assets measured at net asset value
Investment funds
Private equity and debt investments
Real estate investments
Total plan assets measured at net asset value
Other plan assets, net(d)
Net plan assets
7,304
4,415
3,604
15,323
368
$ 59,921
7,534
3,137
3,061
13,732
624
$ 61,077
Non-U.S. Pension Plan Assets
Common and preferred stocks
December 31, 2021
December 31, 2020
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
$ 372 $ — $ — $ 372 $ 572 $ — $ — $ 572
Government and agency debt securities(a)
—
3,084
—
3,084
—
3,178
—
3,178
Corporate and other debt securities
—
3,379
2
3,381
—
2,762
—
2,762
Other investments, net(b)(e)
52
(66)
116
102
31
(79)
127
79
Net plan assets subject to leveling
$ 424 $ 6,397 $ 118
6,939 $ 603 $ 5,861 $ 127
6,591
Plan assets measured at net asset value
Investment funds
Private equity and debt investments
Real estate investments
Total plan assets measured at net asset value
Other plan assets (liabilities), net(d)
Net plan assets
4,963
593
989
6,545
37
$ 13,521
5,870
489
917
7,276
(21)
$ 13,846
__________
(a)
(b)
(c) Level 1 Other investments, net includes derivative liabilities approximating $1.0 billion related to equity option and futures contracts at
Includes U.S. and sovereign government and agency issues.
Includes net derivative assets (liabilities).
December 31, 2020.
(d) Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees,
custody fees and other expenses.
(e) Level 2 Other investments, net includes Canadian repurchase agreements.
The activity attributable to U.S. and non-U.S. Level 3 defined benefit pension plan investments was insignificant in the years
ended December 31, 2021 and 2020.
Investment Fund Strategies Investment funds include hedge funds, funds of hedge funds, equity funds and fixed income
funds. Hedge funds and funds of hedge funds managers typically seek to achieve their objectives by allocating capital across a
broad array of funds and/or investment managers. Equity funds invest in U.S. common and preferred stocks as well as similar
equity securities issued by companies incorporated, listed or domiciled in developed and/or emerging market countries. Fixed
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income funds include investments in high quality funds and, to a lesser extent, high yield funds. High quality fixed income
funds invest in government securities, investment-grade corporate bonds and mortgage and asset-backed securities. High yield
fixed income funds invest in high yield fixed income securities issued by corporations which are rated below investment grade.
Other investment funds also included in this category primarily represent multi-strategy funds that invest in broadly diversified
portfolios of equity, fixed income and derivative instruments.
Private equity and debt investments primarily consist of investments in private equity and debt funds. These investments
provide exposure to and benefit from long-term equity investments in private companies, including leveraged buy-outs, venture
capital and distressed debt strategies.
Real estate investments include funds that invest in entities which are primarily engaged in the ownership, acquisition,
development, financing, sale and/or management of income-producing real estate properties, both commercial and residential.
These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds.
Significant Concentrations of Risk The assets of the pension plans include certain investment funds, private equity and debt
investments and real estate investments. Investment managers may be unable to quickly sell or redeem some or all of these
investments at an amount close or equal to fair value in order to meet a plan's liquidity requirements or to respond to specific
events such as deterioration in the creditworthiness of any particular issuer or counterparty.
Illiquid investments held by the plans are generally long-term investments that complement the long-term nature of pension
obligations and are not used to fund benefit payments when currently due. Plan management monitors liquidity risk on an
ongoing basis and has procedures in place that are designed to maintain flexibility in addressing plan-specific, broader industry
and market liquidity events.
The pension plans may invest in financial instruments denominated in foreign currencies and may be exposed to risks that the
foreign currency exchange rates might change in a manner that has an adverse effect on the value of the foreign currency
denominated assets or liabilities. Forward currency contracts may be used to manage and mitigate foreign currency risk.
The pension plans may invest in debt securities for which any change in the relevant interest rates for particular securities
might result in an investment manager being unable to secure similar returns upon the maturity or the sale of securities. In
addition, changes to prevailing interest rates or changes in expectations of future interest rates might result in an increase or
decrease in the fair value of the securities held. Interest rate swaps and other financial derivative instruments may be used to
manage interest rate risk.
Benefit Payments Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather
than our Cash and cash equivalents. The following table summarizes net benefit payments expected to be paid in the future,
which include assumptions related to estimated future employee service:
2022
2023
2024
2025
2026
2027 - 2031
Pension Benefits
U.S. Plans
Non-U.S. Plans
Global OPEB
Plans
$
$
$
$
$
$
4,679 $
4,443 $
4,335 $
4,226 $
4,112 $
1,086 $
1,011 $
988 $
972 $
946 $
381
365
361
357
354
18,553 $
4,448 $
1,727
Note 16. Commitments and Contingencies
Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time
to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. We identify below the
material individual proceedings and investigations where we believe a material loss is reasonably possible or probable. We
accrue for matters when we believe that losses are probable and can be reasonably estimated. At December 31, 2021 and 2020,
we had accruals of $1.4 billion and $1.2 billion in Accrued liabilities and Other liabilities. In many matters, it is inherently
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difficult to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss.
Accordingly adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material
to our results of operations or cash flows in any particular reporting period.
GM Korea Wage Litigation GM Korea Company (GM Korea) is party to litigation with current and former salaried
employees over whether to include fixed bonuses in the calculation of Ordinary Wages due under Korean regulations. In 2017,
the Seoul High Court (an intermediate-level appellate court) held that certain workers are not barred from filing retroactive
wage claims. GM Korea appealed this ruling to the Korea Supreme Court. In June 2021, the Korea Supreme Court affirmed the
adverse rulings of the Seoul High Court. Accordingly, as of December 31, 2021, our total accrual relating to this matter was
insignificant and we estimate our reasonably possible loss in excess of amounts accrued to be insignificant.
GM Korea is also party to litigation with current and former subcontract workers over allegations that they are entitled to the
same wages and benefits provided to full-time employees, and to be hired as full-time employees. In May 2018 and September
2020, the Korean labor authorities issued adverse administrative orders finding that GM Korea must hire certain current
subcontract workers as full-time employees. GM Korea appealed the May 2018 and September 2020 orders. In June 2020, the
Seoul High Court ruled against GM Korea in one of the subcontract worker claims. GM Korea has appealed this decision to the
Korea Supreme Court. At December 31, 2021, our accrual covering certain asserted claims and claims that we believe are
probable of assertion and for which liability is probable was approximately $281 million. We estimate the reasonably possible
loss in excess of amounts accrued for other current subcontract workers who may assert similar claims to be approximately
$111 million at December 31, 2021. We are currently unable to estimate any possible loss or range of loss that may result from
additional claims that may be asserted by former subcontract workers.
GM Brazil Indirect Tax Claim In 2019, the Superior Court of Brazil rendered favorable decisions on three cases brought by
GM Brazil that granted the Company the right to recover certain tax overpayments collected by the government. As a result,
GM Brazil recorded pre-tax recoveries of $1.4 billion in the year ended December 31, 2019. GM Brazil is currently realizing
those recoveries as there are federal tax liabilities eligible for offset. On August 12, 2021, the Brazilian Supreme Court
published its final decision on a Motion of Clarification filed by the Brazilian IRS in a related case that confirmed GM Brazil's
right to recover the tax overpayments retroactively. GM is also engaged in settlement negotiations with certain third parties who
have asserted entitlement to some or all of the tax recoveries recognized by GM Brazil. Accordingly, we recorded an accrual of
$194 million in the three months ended December 31, 2021.
Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions,
governmental investigations, claims and proceedings, are pending against us or our related companies or joint ventures,
including matters arising out of alleged product defects; employment-related matters; product and workplace safety, vehicle
emissions and fuel economy regulations; product warranties; financial services; dealer, supplier and other contractual
relationships; government regulations relating to competition issues; tax-related matters not subject to the provision of
Accounting Standards Codification 740, Income Taxes (indirect tax-related matters); product design, manufacture and
performance; consumer protection laws; and environmental protection laws, including laws regulating air emissions, water
discharges, waste management and environmental remediation from stationary sources.
There are several putative class actions pending against GM in federal courts in the U.S. and in the Provincial Courts in
Canada alleging that various vehicles sold, including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC
Sierra vehicles, violate federal, state and foreign emission standards. We are unable to estimate any reasonably possible loss or
range of loss that may result from these actions. GM has also faced a series of additional lawsuits in the U.S. based on these
allegations, including a shareholder demand lawsuit that remains pending.
We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. It is
possible that the resolution of one or more of these matters could exceed the amounts accrued in an amount that could be
material to our results of operations. We also from time to time receive subpoenas and other inquiries or requests for
information from agencies or other representatives of U.S. federal, state and foreign governments on a variety of issues. Beyond
the class action litigations disclosed, we have several other class action litigations pending at any given time. Historically,
relatively few classes have been certified in these types of cases. Therefore, we will generally only disclose specific class
actions if a class is certified and we believe there is a reasonably possible material exposure to the company.
Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes
and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and
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former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain administrative
proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of security.
Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs
or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be
reasonably estimated at December 31, 2021. We believe that appropriate accruals have been established for losses that are
probable and can be reasonably estimated. For indirect tax-related matters we estimate our reasonably possible loss in excess of
amounts accrued to be up to approximately $900 million at December 31, 2021.
Takata Matters In November 2020, the NHTSA directed that we replace the airbag inflators in our GMT900 vehicles, which
are full-size pickup trucks and SUVs, and we decided not to contest NHTSA's decision. While we have already begun the
process of executing the recall, given the number of vehicles in this population, the recall will take several years to be
completed. Accordingly, in the year ended December 31, 2020, we recorded a warranty accrual of $1.1 billion for the expected
costs of complying with the recall remedy, and we believe the currently accrued amount remains reasonable.
GM has recalled certain vehicles sold outside of the U.S. to replace Takata Corporation (Takata) inflators in those vehicles.
There are significant differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold
in the U.S. We continue to gather and analyze evidence about these inflators and to share our findings with regulators. Any
additional recalls relating to these inflators could be material to our results of operations and cash flows.
There are several putative class actions that have been filed against GM, including in the federal courts in the U.S., in the
Provincial Courts in Canada and in Mexico, arising out of allegations that airbag inflators manufactured by Takata are
defective. At this stage of these proceedings, we are unable to provide an estimate of the amounts or range of possible loss.
Chevrolet Bolt Recall In July 2021, we initiated a voluntary recall for certain 2017-2019 model year Chevrolet Bolt EVs due
to the risk that two manufacturing defects present in the same battery cell could cause a high voltage battery fire in certain of
these vehicles. Accordingly, in the three months ended June 30, 2021, we recorded a warranty accrual of $812 million. After
further investigation into the manufacturing processes at our battery supplier, LG, and disassembling battery packs, we
determined that the risk of battery cell defects was not confined to the initial recall population. As a result, in August 2021, we
expanded the recall to include all 2017-2022 model year Chevrolet Bolt EV and EUVs and recorded an additional warranty
accrual of $1.2 billion in the three months ended September 30, 2021. In October 2021, we reached an agreement with LG,
under which LG will reimburse GM for costs and expenses associated with the recall. As a result, in the three months ended
September 30, 2021, we recognized a receivable of $1.9 billion, which substantially offsets the warranty charges we recognized
in connection with the recall. These charges reflect our current best estimate for the cost of the recall remedy. The actual costs
of the recall and GM's associated recovery from LG could be higher or lower. For 2017-2019 model year vehicles, the recall
remedy will be to replace the high voltage battery modules in these vehicles with new modules. For 2020-2022 model year
vehicles, the recall remedy will be to replace any defective high voltage battery modules in these vehicles with new modules.
In addition, putative class actions have been filed against GM in federal courts in the U.S. and in the Provincial Courts in
Canada alleging that the batteries contained in the Bolt EVs included in the recall population are defective. At this stage of
these proceedings, we are unable to provide an estimate of the amounts or range of possible loss.
Opel/Vauxhall Sale In 2017, we sold the Opel/Vauxhall Business to PSA Group (now Stellantis) under a Master Agreement
(the Agreement). We also sold the European financing subsidiaries and branches (together with the Opel/Vauxhall Business, the
European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Although the sale reduced our new
vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale. Our
wholly owned subsidiary (the Seller) agreed to indemnify Stellantis for certain losses resulting from any inaccuracy of the
representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities,
including certain emissions and product liabilities. Currently, various consumer lawsuits have been filed against the Seller and
Stellantis in Germany, the United Kingdom, and the Netherlands alleging that Opel and Vauxhall vehicles sold by the Seller
violated applicable emission standards. We are unable to estimate any reasonably possible loss or range of loss that may result
from these actions either directly or through an indemnification claim from Stellantis. The Company entered into a guarantee
for the benefit of Stellantis and pursuant to which the Company agreed to guarantee the Seller's obligation to indemnify
Stellantis. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of
required payments.
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We continue to purchase from and supply to Stellantis certain vehicles, parts and engineering services for a period of time
following the sale. The following table summarizes transactions with the Opel/Vauxhall Business:
Net sales and revenue
Purchases and expenses
Cash payments(a)
Cash receipts(a)
__________
(a) Included in Net cash provided by operating activities.
Years Ended December 31,
2021
2020
2019
$
$
$
$
114 $
121 $
226 $
146 $
144 $
392 $
630 $
252 $
1,129
825
975
1,408
Patent Royalty Matters Several owners of patents are seeking past royalties from various automotive manufacturers,
including GM, for the use of certain technologies. Accordingly, in the three months ended December 31, 2021, we accrued
approximately $290 million relating to these matters. As of December 31, 2021, our total accrual relating to these matters was
approximately $300 million and we estimate our reasonably possible loss in excess of amounts accrued to be insignificant.
Product Liability We recorded liabilities of $587 million and $589 million in Accrued liabilities and Other liabilities at
December 31, 2021 and 2020, for the expected cost of all known product liability claims, plus an estimate of the expected cost
for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-
insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material
amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information. We
believe that any judgment against us involving our products for actual damages will be adequately covered by our recorded
accruals and, where applicable, excess liability insurance coverage.
Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by
certain joint ventures. These guarantees terminate in years ranging from 2022 to 2026 or upon the occurrence of specific events
or are ongoing. We believe that the related potential costs incurred are adequately covered by our recorded accruals, which are
insignificant. The maximum future undiscounted payments mainly based on vehicles sold to date were $3.1 billion for these
guarantees at December 31, 2021 and 2020, the majority of which relates to the indemnification agreements.
We provide payment guarantees on commercial loans outstanding with third parties such as dealers. In some instances certain
assets of the party or our payables to the party whose debt or performance we have guaranteed may offset, to some degree, the
amount of any potential future payments. We are also exposed to residual value guarantees associated with certain sales to
rental car companies.
We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not
possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these
obligations. Insignificant amounts have been recorded for such obligations as the majority of them are not probable or estimable
at this time and the fair value of the guarantees at issuance was insignificant. Refer to the Opel/Vauxhall Sale section of this
note for additional information on our indemnification obligations to Stellantis under the Agreement.
Credit Cards Credit card programs offer rebates that can be applied primarily against the purchase or lease of our vehicles. At
December 31, 2021 and 2020, our redemption liability was insignificant, our deferred revenue was $309 million and $252
million, and qualified cardholders had rebates available, net of deferred program revenue, of $1.2 billion and $1.3 billion. Our
redemption liability and deferred revenue are recorded in Accrued liabilities and Other liabilities.
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Note 17. Income Taxes
U.S. income
Non-U.S. income
Income before income taxes and equity income
Current income tax expense
U.S. federal
U.S. state and local
Non-U.S.
Total current income tax expense
Deferred income tax expense (benefit)
U.S. federal
U.S. state and local
Non-U.S.
Total deferred income tax expense (benefit)
Total income tax expense
Years Ended December 31,
2021
2020
2019
$
$
9,513 $
6,881 $
1,902
540
11,415 $
7,421 $
3,826
2,342
6,168
Years Ended December 31,
2021
2020
2019
$
20 $
84 $
142
395
557
1,699
229
286
2,214
272
493
849
632
(15)
308
925
$
2,771 $
1,774 $
42
102
758
902
(145)
3
9
(133)
769
Provisions are made for estimated U.S. and non-U.S. income taxes which may be incurred on the reversal of our basis
differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested. Taxes
have not been provided on basis differences in investments primarily as a result of earnings in foreign subsidiaries which are
deemed indefinitely reinvested of $3.2 billion at December 31, 2021 and 2020. We have indefinitely reinvested basis
differences related to investments in non-consolidated China JVs of $3.4 billion at December 31, 2021 and 2020 as a result of
fresh-start reporting. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested basis differences
is not practicable.
Years Ended December 31,
2021
2020
2019
Income tax expense at U.S. federal statutory income tax rate
State and local tax expense
$
2,397 $
301
1,558 $
219
(1)
(160)
370
—
(366)
(18)
(12)
(7)
191
1,295
117
166
(197)
(233)
(122)
(420)
—
—
74
89
36
129
665
(93)
(492)
11
(295)
28
84
$
2,771 $
1,774 $
769
Non-U.S. income taxed at other than the U.S. federal statutory tax rate
U.S. tax impact on Non-U.S. income and activities
Change in valuation allowances
Change in tax laws
General business credits and manufacturing incentives
Settlements of prior year tax matters
Realization of basis differences in affiliates
Foreign currency remeasurement
Other adjustments
Total income tax expense
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities at December 31, 2021 and 2020 reflect
the effect of temporary differences between amounts of assets, liabilities and equity for financial reporting purposes and the
bases of such assets, liabilities and equity as measured based on tax laws, as well as tax loss and tax credit carryforwards. The
following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and
liabilities:
December 31, 2021
December 31, 2020
Deferred tax assets
Postretirement benefits other than pensions
Pension and other employee benefit plans
Warranties, dealer and customer allowances, claims and discounts
U.S. capitalized research expenditures
U.S. operating loss and tax credit carryforwards(a)
Non-U.S. operating loss and tax credit carryforwards(b)
Miscellaneous
Total deferred tax assets before valuation allowances
Less: valuation allowances
Total deferred tax assets
Deferred tax liabilities
Property, plant and equipment
Intangible assets
Total deferred tax liabilities
Net deferred tax assets
$
1,572 $
1,540
4,253
7,285
6,959
6,593
3,468
31,670
(8,855)
22,815
1,775
729
2,504
$
20,311 $
1,742
2,999
5,538
6,763
7,254
7,216
3,479
34,991
(9,095)
25,896
1,670
744
2,414
23,482
_________
(a) At December 31, 2021, U.S. operating loss and tax credit carryforwards of $6.5 billion expire by 2041 if not utilized and the
remaining balance of $450 million may be carried forward indefinitely.
(b) At December 31, 2021, Non-U.S. operating loss and tax credit carryforwards of $1.2 billion expire by 2041 if not utilized and the
remaining balance of $5.4 billion may be carried forward indefinitely.
Valuation Allowances During the years ended December 31, 2021 and 2020, valuation allowances against deferred tax assets
of $8.9 billion and $9.1 billion were comprised of cumulative losses, credits and other timing differences, primarily in
Germany, Spain, South Korea and the U.S.
Uncertain Tax Positions The following table summarizes activity of the total amounts of unrecognized tax benefits:
Balance at beginning of period
Additions to current year tax positions
Additions to prior years' tax positions
Reductions to prior years' tax positions
Reductions in tax positions due to lapse of statutory limitations
Settlements
Other
Balance at end of period
Years Ended December 31,
2021
2020
2019
$
1,086 $
775 $
1,341
22
46
(473)
(17)
(26)
(4)
435
26
(132)
(3)
(10)
(5)
$
634 $
1,086 $
18
13
(501)
(8)
(93)
5
775
At December 31, 2021 and 2020 there were $411 million and $851 million of unrecognized tax benefits that if recognized
would favorably affect our effective tax rate in the future. In the years ended December 31, 2021, 2020 and 2019 income tax
related interest and penalties were insignificant. At December 31, 2021 and 2020 we had liabilities of $86 million and $92
million for income tax related interest and penalties.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
At December 31, 2021 it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax
benefits in the next twelve months.
Other Matters Income tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities
throughout the world. We have open tax years from 2011 to 2021 with various significant tax jurisdictions. Tax authorities may
have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if
utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax
laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of
income tax credits for a given audit cycle.
Note 18. Restructuring and Other Initiatives
We have executed various restructuring and other initiatives and we may execute additional initiatives in the future, if
necessary, to streamline manufacturing capacity and reduce other costs to improve the utilization of remaining facilities. To the
extent these programs involve voluntary separations, a liability is generally recorded at the time offers to employees are
accepted. To the extent these programs provide separation benefits in accordance with pre-existing agreements, a liability is
recorded once the amount is probable and reasonably estimable. If employees are involuntarily terminated, a liability is
generally recorded at the communication date. Related charges are recorded in Automotive and other cost of sales and
Automotive and other selling, general and administrative expense.
The following table summarizes the reserves and charges related to restructuring and other initiatives, including
postemployment benefit reserves and charges:
Years Ended December 31,
2021
2020
2019
Balance at beginning of period
Additions, interest accretion and other
Payments
Revisions to estimates and effect of foreign currency
$
352 $
564 $
216
(278)
(5)
565
(678)
(99)
Balance at end of period
$
285 $
352 $
1,122
629
(1,101)
(86)
564
In the year ended December 31, 2020, restructuring and other initiatives primarily included actions in GMI related to the
wind-down of Holden sales, design and engineering operations in Australia and New Zealand, the sale of our vehicle and
powertrain manufacturing facilities in Thailand and the execution of a binding term sheet to sell our manufacturing facility in
India. We recorded charges of $683 million in the year ended December 31, 2020, primarily consisting of $360 million in
dealer restructurings, employee separations and supplier claim charges, which are reflected in the table above, and $323 million
in property and intangible asset impairments, inventory provisions, sales allowances and other charges, not reflected in the table
above. We also recorded a $236 million charge to Income tax expense due to the establishment of a valuation allowance against
deferred tax assets in Australia and New Zealand in the year ended December 31, 2020. We incurred $197 million in net cash
outflows in the year ended December 31, 2020 and $254 million in net cash outflows since program inception resulting from
these restructuring actions primarily for dealer restructuring payments and employee separation payments, which includes
proceeds of $143 million from the sale of our manufacturing facilities in Thailand. Holden and Thailand programs were
substantially complete at December 31, 2020.
In the year ended December 31, 2019, restructuring and other initiatives primarily included actions related to our announced
transformation activities, which include unallocation of products to certain manufacturing facilities and other employee
separation programs. We recorded charges of $1.8 billion, primarily in GMNA, in the year ended December 31, 2019
consisting of $1.3 billion primarily in non-cash accelerated depreciation and pension curtailment and other charges, not
reflected in the table above, and $535 million primarily in supplier-related charges and employee-related separation charges,
which are reflected in the table above. These programs have a total cost since inception of $3.1 billion and were complete at
December 31, 2019. We incurred $333 million and $1.1 billion in cash outflows resulting from these restructuring actions,
primarily for employee separation payments and supplier-related payments in the years ended December 31, 2020 and 2019.
The cash outflows were substantially complete at December 31, 2020.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 19. Interest Income and Other Non-Operating Income
Non-service pension and OPEB income
$
1,909 $
1,095 $
Years Ended December 31,
2021
2020
2019
Interest income
Licensing agreements income
Revaluation of investments
Other
146
195
571
220
241
211
265
73
797
429
165
80
(2)
Total interest income and other non-operating income, net
$
3,041 $
1,885 $
1,469
Note 20. Stockholders’ Equity and Noncontrolling Interests
Preferred and Common Stock We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock
authorized for issuance. We had no shares of preferred stock issued and outstanding at December 31, 2021 and 2020. We had
1.5 billion and 1.4 billion shares of common stock issued and outstanding at December 31, 2021 and 2020.
Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors.
Dividends were not declared or paid on our common stock for the year ended December 31, 2021. Our dividends declared per
common share were $0.38 and $1.52 and our total dividends paid on common stock were $545 million and $2.2 billion for the
years ended December 31, 2020 and 2019. Holders of common stock are entitled to one vote per share on all matters submitted
to our stockholders for a vote. The liquidation rights of holders of our common stock are secondary to the payment or provision
for payment of all our debts and liabilities and to holders of our preferred stock, if any such shares are then outstanding.
We did not purchase any shares of our outstanding common stock in the years ended December 31, 2021 and 2019. We
purchased three million shares of our outstanding common stock for $90 million in the year ended December 31, 2020. Shares
repurchased were part of the common stock repurchase program announced in March 2015, which our Board of Directors
increased and extended in January 2016 and January 2017.
Cruise Preferred Shares In 2021, Cruise Holdings issued $2.7 billion of Cruise Class G Preferred Shares to Microsoft,
Walmart and other investors, including $1.0 billion to General Motors Holdings LLC. All proceeds related to the Cruise Class
G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings. In
addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization
of self-driving vehicles with Microsoft being the preferred public cloud provider.
The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F
Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared. Each Cruise Class G Preferred Share is entitled to
one vote per Cruise Class G Preferred Share on all matters submitted for vote by or consent of the Cruise Holdings members.
The holders of Cruise Class G Preferred Shares are restricted from transferring the Cruise Class G Preferred Shares for four
years, without the written consent of both us and Cruise Holdings' Board of Directors. The Cruise Class G Preferred Shares
convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios. No
covenants or other events of default exist that can trigger redemption of the Cruise Class G Preferred Shares. The Cruise Class
G Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions
upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling
interests in our consolidated financial statements.
Consistent with the Cruise Class G Preferred Shares, the Class A-1 Preferred Shares issued to SoftBank in 2018 (Cruise Class
A-1 Preferred Shares) and Cruise Class F Preferred Shares convert into the class of shares to be issued to the public in an IPO at
specified exchange ratios. Beginning on June 28, 2025, SoftBank has the option to convert all of the Cruise Class A-1 Preferred
Shares into our common stock at a conversion ratio that is indexed to the fair value of Cruise Holdings at the time of
conversion. In the event SoftBank exercises such option, we have the option to settle the conversion feature with our common
shares or cash, and in certain situations with nonredeemable, nonconvertible preferred shares. The Cruise Class A-1 Preferred
Shares and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any
proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings.
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In 2019, Cruise Holdings issued $1.2 billion of Cruise Class F Preferred Shares, including $687 million to General Motors
Holdings LLC. All proceeds related to the Cruise Class F Preferred Shares are designated exclusively for working capital and
general corporate purposes of Cruise. The Cruise Class F Preferred Shares participate pari passu with holders of Cruise
Holdings common stock in any dividends declared. The Cruise Class F Preferred Shares have the right to vote on the election of
one director, who is elected by the vote of a majority of the Cruise Holdings common stock and the Cruise Class F Preferred
Shares. Prior to an IPO, the holders of Cruise Class F Preferred Shares are restricted from transferring the Cruise Class F
Preferred Shares until May 7, 2023. The Cruise Class F Preferred Shares convert into common stock of Cruise Holdings, at
specified exchange ratios, upon occurrence of an IPO. The Cruise Class F Preferred Shares are entitled to receive the greater of
their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or
dissolution of Cruise Holdings. The Cruise Class F Preferred Shares are classified as noncontrolling interests in our
consolidated financial statements.
GM Financial Preferred Stock In 2020, GM Financial issued $500 million of Fixed-Rate Reset Cumulative Perpetual
Preferred Stock, Series C, $0.01 par value, with a liquidation preference of $1,000 per share. Dividends will be paid semi-
annually when declared, which started March 30, 2021 at a fixed rate of 5.70%. The preferred stock is classified as
noncontrolling interests in our consolidated financial statements.
The following table summarizes the significant components of Accumulated other comprehensive loss:
Foreign Currency Translation Adjustments
Balance at beginning of period
Other comprehensive income (loss) and noncontrolling interests, net of
reclassification adjustment and tax(a)(b)(c)
Balance at end of period
Defined Benefit Plans
Balance at beginning of period
Other comprehensive income (loss) and noncontrolling interests before
reclassification adjustment(a)
Tax benefit (expense)
Other comprehensive income (loss) and noncontrolling interests before
reclassification adjustment, net of tax(a)
Reclassification adjustment, net of tax(c)
Other comprehensive income (loss), net of tax
Balance at end of period(d)
Years Ended December 31,
2021
2020
2019
$
$
$
(2,735) $
(2,278) $
(2,250)
81
(457)
(28)
(2,654) $
(2,735) $
(2,278)
(10,654) $
(8,859) $
(6,737)
4,714
(906)
3,808
318
4,126
(2,661)
444
(2,217)
422
(1,795)
$
(6,528) $
(10,654) $
(2,769)
463
(2,306)
184
(2,122)
(8,859)
__________
(a) The noncontrolling interests were insignificant in the years ended December 31, 2021, 2020 and 2019.
(b) The reclassification adjustment was insignificant in the years ended December 31, 2021, 2020 and 2019.
(c) The income tax effect was insignificant in the years ended December 31, 2021, 2020 and 2019.
(d) Primarily consists of unamortized actuarial loss on our defined benefit plans.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 21. Earnings Per Share
Basic and diluted earnings per share are computed by dividing Net income attributable to common stockholders by the
weighted-average common shares outstanding in the period. Diluted earnings per share is computed by giving effect to all
potentially dilutive securities that are outstanding.
Basic earnings per share
Net income attributable to stockholders
Less: cumulative dividends on subsidiary preferred stock
Net income attributable to common stockholders
Weighted-average common shares outstanding
Basic earnings per common share
Diluted earnings per share
Net income attributable to common stockholders – diluted
Weighted-average common shares outstanding – basic
Dilutive effect of warrants and awards under stock incentive plans
Weighted-average common shares outstanding – diluted
Diluted earnings per common share
Potentially dilutive securities(a)
Years Ended December 31,
2021
2020
2019
$
$
$
$
10,019 $
6,427 $
(182)
(180)
9,837 $
6,247 $
1,451
1,433
6.78 $
4.36 $
9,837 $
6,247 $
1,451
17
1,468
1,433
9
1,442
$
6.70 $
4.33 $
2
7
6,732
(151)
6,581
1,424
4.62
6,581
1,424
15
1,439
4.57
7
__________
(a) Potentially dilutive securities attributable to outstanding stock options at December 31, 2021, 2020 and 2019 and RSUs at December 31,
2020, were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect.
Note 22. Stock Incentive Plans
GM Stock Incentive Awards We grant to certain employees RSUs, RSAs, PSUs and stock options (collectively, stock
incentive awards) under our 2016 Equity Incentive Plan and 2020 LTIP and prior to the 2020 LTIP, under our 2017 and 2014
LTIP. The 2020 LTIP was approved by stockholders in June 2020. Any new awards granted after the approval of the 2020
LTIP in June 2020 will be issued under the 2020 LTIP. To the extent any shares remain available for issuance under the 2017
LTIP, the 2016 Equity Incentive Plan, and/or the 2014 LTIP, such shares will only be used to settle outstanding awards that
were previously granted under such plans prior to June 2020. Shares awarded under the plans are subject to forfeiture if the
participant leaves the company for reasons other than those permitted under the plans such as retirement, death or disability.
RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each
award. PSU awards vest at the end of a three-year performance period, based on performance criteria determined by the
Executive Compensation Committee of the Board of Directors at the time of award. The number of shares earned may equal,
exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not
met. Stock options expire 10 years from the grant date. Our performance-based stock options vest ratably over 55 months based
on the performance of our common stock relative to that of a specified peer group. Our service-based stock options vest ratably
over 19 months to three years.
In connection with our acquisition of Cruise Automation, Inc. in May 2016, RSAs and PSUs in common shares of GM were
granted to employees of Cruise Holdings. The RSAs vest ratably, generally over a three-year service period. The PSUs are
contingent upon achievement of specific technology and commercialization milestones.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Units outstanding at January 1, 2021
Granted
Settled
Forfeited or expired
Units outstanding at December 31, 2021(a)
__________
(a) Includes the target amount of PSUs.
Shares
(in millions)
Weighted-Average
Grant Date Fair
Value
38.6 $
6.1 $
(13.7) $
(0.8) $
30.2 $
19.84
50.43
19.13
38.77
26.14
Weighted-Average
Remaining
Contractual Term
in Years
0.9
0.8
Our weighted-average assumptions used to value our stock options are a dividend yield of 1.67%, 4.25% and 3.90%,
expected volatility of 47.8%, 26.2% and 28.0%, a risk-free interest rate of 0.76%, 1.44% and 2.62%, and an expected option life
of 6.00, 5.97 and 6.00 years for options issued during the years ended December 31, 2021, 2020 and 2019. The expected
volatility is based on the average of the implied volatility of publicly traded options for our common stock.
Total compensation expense related to the above awards was $391 million, $351 million and $456 million in the years ended
December 31, 2021, 2020 and 2019.
At December 31, 2021, the total unrecognized compensation expense for nonvested equity awards granted was $235 million.
This expense is expected to be recorded over a weighted-average period of 1.1 years. The total fair value of stock incentive
awards vested was $258 million, $275 million and $287 million in the years ended December 31, 2021, 2020 and 2019.
Cruise Stock Incentive Awards In addition to the awards noted above, RSUs were granted to Cruise employees in common
shares of Cruise Holdings in the years ended December 31, 2021, 2020 and 2019. During the year ending December 31, 2021,
we granted 29.4 million RSUs with a weighted average grant date fair value of $25.15 to Cruise employees. Stock options were
granted in common shares of Cruise Holdings in the years ended December 31, 2021 and 2019. During the year ending
December 31, 2021, we granted 3.3 million stock options with a weighted average grant date fair value of $13.54 to Cruise
employees. These awards were granted under the 2018 Employee Incentive Plan approved by Cruise Holdings' Board of
Directors in August 2018. Shares awarded under the plan are subject to forfeiture if the participant leaves the company for
reasons other than those permitted under the plan. Stock options vest ratably over four to 10 years, as defined in the terms of
each award. Stock options expire 10 years from the grant date. RSU awards granted vest upon the satisfaction of both a service
condition and a liquidity condition. The service condition for the majority of these awards is satisfied over four years. The
liquidity condition is satisfied upon the earlier of the date of a change in control transaction or the consummation of an initial
public offering.
Total compensation expense related to Cruise Holdings’ share-based awards was insignificant for the years ended December
31, 2021, 2020 and 2019. Cash paid to settle share-based awards was insignificant for the year ended December 31, 2021. No
share-based compensation expense had been recognized for the outstanding RSUs because the liquidity condition described
above was not met at December 31, 2021, 2020 and 2019. Total unrecognized compensation expense for Cruise Holdings’
nonvested equity awards granted was $1.3 billion at December 31, 2021, which was primarily comprised of 66.2 million units
of RSUs for which the liquidity condition had not been met. Total units outstanding were 90.0 million at December 31, 2021.
The expense related to stock options is expected to be recorded over a weighted-average period of 5.4 years. The timing of the
expense related to RSUs will depend upon the date of the satisfaction of the liquidity condition.
Note 23. Segment Reporting
We analyze the results of our business through the following reportable segments: GMNA, GMI, Cruise and GM Financial.
The chief operating decision-maker evaluates the operating results and performance of our automotive segments and Cruise
through EBIT-adjusted, which is presented net of noncontrolling interests. The chief operating decision-maker evaluates GM
Financial through EBT-adjusted because interest income and interest expense are part of operating results when assessing and
measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our
strategic initiatives. While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those
vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
contribute towards meeting required fuel efficiency standards. As a result of these and other factors, we do not manage our
business on an individual brand or vehicle basis.
Substantially all of the trucks, crossovers, cars and automobile parts produced are marketed through retail dealers in North
America and through distributors and dealers outside of North America, the substantial majority of which are independently
owned. In addition to the products sold to dealers for consumer retail sales, trucks, crossovers and cars are also sold to fleet
customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Fleet sales
are completed through the dealer network and in some cases directly with fleet customers. Retail and fleet customers can obtain
a wide range of after-sale vehicle services and products through the dealer network, such as maintenance, light repairs, collision
repairs, vehicle accessories and extended service warranties.
GMNA meets the demands of customers in North America and GMI primarily meets the demands of customers outside North
America, with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. We
also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily 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 and commercialization of AV technology, and includes AV-related
engineering and other costs. We provide automotive financing services through our GM Financial segment.
Our automotive interest income and interest expense, legacy costs from the Opel/Vauxhall Business (primarily pension
costs), corporate expenditures and certain nonsegment specific revenues and expenses are recorded centrally in Corporate.
Corporate assets primarily consist of cash and cash equivalents, marketable debt securities, Stellantis warrants and intersegment
balances. All intersegment balances and transactions have been eliminated in consolidation.
The following tables summarize key financial information by segment:
At and For the Year Ended December 31, 2021
Cruise
GM
Financial
Eliminations/
Reclassifications
Total
GMNA
GMI
Corporate
Eliminations
Net sales and revenue
Earnings (loss) before interest and
taxes-adjusted
Adjustments(a)
$ 101,308
$ 12,172
$ 10,318
$
827
$
$
$
(425) $
(276) $
104
(680)
—
Total
Automotive
$
113,584
10,465
$
$
$
$
106
$ 13,419
(1,196) $
5,036
(701) $
—
$
—
Automotive interest income
Automotive interest expense
Net (loss) attributable to
noncontrolling interests
Income before income taxes
Income tax expense
Net income
Net loss attributable to noncontrolling
interests
Net income attributable to
stockholders
Equity in net assets of
nonconsolidated affiliates
Goodwill and intangibles
Total assets
Expenditures for property
Depreciation and amortization
Impairment charges
Equity income
$
$
827
$ 7,133
2,240
$
772
$ 121,735
$ 22,876
$
$
$
$
6,576
5,298
—
$
$
$
783
542
—
8
$ 1,092
$
$
$
$
$
$
$
—
—
40,492
30
21
—
—
$
$
$
$
$
$
$
—
—
$
$
7,960
3,012
(56,936) $
128,167
—
—
—
—
$
$
$
$
7,389
5,861
—
1,100
$
$
$
$
$
$
$
—
736
$
$
1,717
1,339
4,489
$ 113,207
89
52
4
—
$
$
$
$
26
6,134
—
201
$
$
$
$
$
$
$
$
$
$
(105) $
127,004
(10) $
14,295
—
$
$
$
—
—
(701)
146
(950)
(74)
12,716
(2,771)
9,945
74
10,019
9,677
5,087
(1,145) $
244,718
5
—
—
—
$
$
$
$
7,509
12,047
4
1,301
__________
(a) Consists of potential royalties accrued with respect to past-year sales and charges related to Cadillac dealer strategy in GMNA; and a potential settlement with certain third
parties relating to retrospective recoveries of indirect taxes and an adjustment related to the unique events associated with recent Korea Supreme Court decisions related to our
salaried workers in GMI.
95
$
$
$
$
$
$
$
$
$
$
(118) $
122,485
(14) $
9,710
—
$
$
$
—
—
(652)
241
(1,098)
(106)
8,095
(1,774)
6,321
106
6,427
8,406
5,230
(1,466) $
235,194
—
—
—
—
$
$
$
$
5,300
12,676
139
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
At and For the Year Ended December 31, 2020
GMNA
GMI
Corporate
Eliminations
96,733
$ 11,586
$
350
Total
Automotive
$
108,669
Cruise
GM
Financial
Eliminations/
Reclassifications
Total
9,071
$
(528) $
(634)
(99) $
(683) $
130
$
$
7,909
(652) $
—
$
—
$
$
103
$ 13,831
(887) $
2,702
Net sales and revenue
Earnings (loss) before interest and
taxes-adjusted
Adjustments(a)
$
$
$
Automotive interest income
Automotive interest expense
Net (loss) attributable to
noncontrolling interests
Income before income taxes
Income tax expense
Net income
Net loss attributable to noncontrolling
interests
Net income attributable to
stockholders
Equity in net assets of
nonconsolidated affiliates
Goodwill and intangibles
Total assets
Expenditures for property
Depreciation and amortization
Impairment charges
Equity income
$
$
242
$ 6,583
2,346
$
806
$ 114,137
$ 23,019
$
$
$
$
4,501
4,739
20
17
$
$
$
$
729
624
99
510
$
$
$
$
$
$
$
—
—
39,933
21
25
—
—
$
$
$
$
$
$
$
—
—
$
$
6,825
3,152
(57,464) $
119,625
—
—
—
—
$
$
$
$
5,251
5,388
119
527
$
$
$
$
$
$
$
—
735
$
$
1,581
1,343
3,625
$ 113,410
15
43
20
—
$
$
$
$
34
7,245
—
147
__________
(a) Consists of restructuring charges related to Cadillac dealer strategy in GMNA; restructuring and other charges primarily in Australia, New Zealand, Thailand and India in GMI;
and ignition switch-related legal matters in Corporate.
GMNA
GMI
Corporate
Eliminations
Net sales and revenue
Earnings (loss) before interest and
taxes-adjusted
Adjustments(a)
$ 106,366
$ 16,111
$
220
$
$
8,204
$
(202) $
(691)
(1,618) $ 1,081
$
(2)
Total
Automotive
Cruise
GM
Financial
$
$
$
122,697
7,311
$
$
100
$ 14,554
(1,004) $
2,104
(539) $
—
$
—
At and For the Year Ended December 31, 2019
Automotive interest income
Automotive interest expense
Net (loss) attributable to
noncontrolling interests
Income before income taxes
Income tax expense
Net income
Net loss attributable to noncontrolling
interests
Net income attributable to
stockholders
Equity in net assets of
nonconsolidated affiliates
Goodwill and intangibles
Total assets
Expenditures for property
Depreciation and amortization
Impairment charges
Equity income (loss)
$
$
84
$ 7,023
2,459
$
888
$ 109,290
$ 24,969
$
$
$
$
6,305
$ 1,096
6,112
15
$
$
533
7
8
$ 1,123
$
$
$
$
$
$
$
—
1
32,365
84
46
—
$
$
$
$
$
$
(29) $
—
—
$
$
7,107
3,348
(50,244) $
116,380
—
$
(2) $
—
—
$
$
7,485
6,689
22
1,102
$
$
$
$
$
$
$
—
634
$
$
1,455
1,355
4,230
$ 108,881
60
21
36
—
$
$
$
$
47
7,350
—
166
Eliminations
Total
(114) $
137,237
(18) $
8,393
—
$
$
$
—
—
(539)
429
(782)
(65)
7,436
(769)
6,667
65
6,732
8,562
5,337
(1,454) $
228,037
—
—
—
—
$
$
$
$
7,592
14,060
58
1,268
$
$
$
$
$
$
$
$
$
$
__________
(a) Consists of restructuring and other charges related to transformation activities of $1.6 billion in GMNA and $115 million in GMI; a benefit related to the retrospective
recoveries of indirect taxes in GMI; partially offset by losses related to the FAW-GM divestiture in GMI.
96
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Automotive revenue is attributed to geographic areas based on the country of sale. GM Financial revenue is attributed to the
geographic area where the financing is originated. The following table summarizes information concerning principal geographic
areas:
Automotive
U.S.
Non-U.S.
GM Financial
U.S.
Non-U.S.
At and For the Years Ended December 31,
2021
2020
2019
Net Sales and
Revenue
Long-Lived
Assets
Net Sales and
Revenue
Long-Lived
Assets
Net Sales and
Revenue
Long-Lived
Assets
$
92,771 $
27,192 $
89,204 $
24,932 $
97,887 $
25,401
20,819
13,771
19,469
12,516
24,810
13,190
11,712
1,702
34,452
3,629
12,227
1,585
36,773
3,230
12,727
1,813
39,509
2,772
Total consolidated
$ 127,004 $
79,044 $ 122,485 $
77,451 $ 137,237 $
80,872
No individual country other than the U.S. represented more than 10% of our total net sales and revenue or long-lived assets,
other than Mexico, whose long-lived assets are approximately 10% of our total long-lived assets.
Note 24. Supplemental Information for the Consolidated Statements of Cash Flows
The following table summarizes the sources (uses) of cash provided by Change in other operating assets and liabilities and
Cash paid for income taxes and interest:
Change in other operating assets and liabilities
Accounts receivable
Wholesale receivables funded by GM Financial, net
Inventories
Automotive equipment on operating leases
Change in other assets
Accounts payable
Income taxes payable
Accrued and other liabilities
Total
Cash paid for income taxes and interest
Cash paid for income taxes, net
Cash paid for interest (net of amounts capitalized) – Automotive
Cash paid for interest (net of amounts capitalized) – GM Financial
Total cash paid for interest (net of amounts capitalized)
Years Ended December 31,
2021
2020
2019
$
493 $
(1,341) $
2,854
(3,155)
—
(1,418)
(1,166)
(95)
(879)
2,744
(104)
53
68
42
130
(1,991)
$
(3,366) $
(399) $
$
$
$
652 $
884 $
2,519
719 $
1,011 $
2,947
3,403 $
3,958 $
(563)
663
(761)
274
(1,550)
(492)
213
(1,573)
(3,789)
689
739
3,475
4,214
97
Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
* * * * * * *
Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized
and reported within the specified time periods and accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2021 as
required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure
controls and procedures were effective as of December 31, 2021.
Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and
maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations
of internal control over financial reporting, including the possibility of collusion or improper management override of controls,
misstatements due to error or fraud may not be prevented or detected on a timely basis.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at December
31, 2021, utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our
internal control over financial reporting was effective as of December 31, 2021. Based on management's assessment, we have
concluded that our internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP (PCAOB ID: 42),
an independent registered public accounting firm, as stated in its report included herein.
Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over
financial reporting during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. However, due to the COVID-19 pandemic, we are monitoring
our control environment with increased vigilance to ensure all increased risks are mitigated. For additional information refer to
Part I, Item 1A. Risk Factors.
* * * * * * *
98
Table of Contents
Item 9B. Other Information
None.
Items 10, 11, 12, 13 and 14
GENERAL MOTORS COMPANY AND SUBSIDIARIES
* * * * * * *
PART III
Information required by Items 10, 11, 12, 13 and 14 of this Form 10-K is incorporated by reference from our definitive Proxy
Statement for our 2022 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not
later than 120 days after the end of the 2021 fiscal year, all of which information is hereby incorporated by reference in, and
made part of, this Form 10-K, except disclosure of our executive officers, which is included in Part I, Item 1 of this report.
* * * * * * *
99
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART IV
ITEM 15. Exhibit and Financial Statement Schedules
(a) 1. All Financial Statements and Supplemental Information
2. Financial Statement Schedules
All financial statement schedules are omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements and notes thereto in Item 8.
3. Exhibits
(b) Exhibits
Exhibit
Number
2.1
2.2
2.3
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Exhibit Name
Master Agreement, dated as of March 5, 2017, between General Motors Holdings LLC and Peugeot S.A.,
incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of General Motors
Company filed April 28, 2017
Purchase Agreement dated as of May 31, 2018, by and among General Motors Holdings LLC, GM Cruise
Holdings LLC, and Softbank Vision Fund (AIV M1), L.P. incorporated by reference to Exhibit 2.1 to the
Quarterly Report on Form 10-Q of General Motors Company filed July 25, 2018
Incorporated by
Reference
Incorporated by
Reference
Purchase Agreement by and between GM Cruise Holdings LLC and Honda Motor Co., LTD., dated
October 3, 2018, incorporated by reference to Exhibit 2.3 to the Annual Report on Form 10-K of General
Motors Company filed February 6, 2019
Incorporated by
Reference
Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporated
by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December
13, 2010
Incorporated by
Reference
General Motors Company Amended and Restated Bylaws, as amended August 17, 2021, incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed August 23,
2021
Incorporated by
Reference
Description of Securities, incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of
General Motors Company filed February 5, 2020
Incorporated by
Reference
Indenture, dated as of September 27, 2013, between General Motors Company and the Bank of New York
Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of
General Motors Company filed April 30, 2014
Incorporated by
Reference
First Supplemental Indenture, dated as of September 27, 2013 to the Indenture dated as of September 27,
2013 between General Motors Company and the Bank of New York Mellon, as Trustee, incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form S-4 of General Motors Company filed May
22, 2014
Incorporated by
Reference
Second Supplemental Indenture, dated as of November 12, 2014 to the Indenture dated as of September 27,
2013 between General Motors Company and the Bank of New York Mellon, as Trustee, incorporated by
reference to Exhibit 4.4 to the Current Report on Form 8-K of General Motors Company filed November
12, 2014
Incorporated by
Reference
Third Supplemental Indenture, dated as of February 23, 2016, to the Indenture, dated as of September 27,
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee,
incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company
filed February 23, 2016
Incorporated by
Reference
Fourth Supplemental Indenture, dated as of August 7, 2017, to the Indenture, dated as of September 27,
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee,
incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company
filed August 8, 2017
Fifth Supplemental Indenture, dated as of September 10, 2018, to the Indenture, dated as of September 27,
2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee,
incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company
filed September 10, 2018
Incorporated by
Reference
Incorporated by
Reference
Sixth Supplement Indenture, dated as of May 12, 2020, to the Indenture. dated as of September 27, 2013,
between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporated
by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company filed May 12,
2020
Calculation Agency Agreement, dated as of September 10, 2018 between General Motors Company and
the Bank of New York Mellon, as calculation agent, incorporated by reference to Exhibit 4.3 to the Current
Report on Form 8-K of General Motors Company filed September 10, 2018
Incorporated by
Reference
Incorporated by
Reference
100
Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Exhibit
Number
10.1
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
Exhibit Name
Stockholders Agreement, dated as of October 15, 2009, among General Motors Company, the United
States Department of the Treasury, Canada GEN Investment Corporation (fka 7176384 Canada Inc.), the
UAW Retiree Medical Benefits Trust, and, for limited purposes, General Motors LLC, incorporated by
reference to Exhibit 10.8 to the Current Report on Form 8-K of General Motors Company filed November
16, 2009
Incorporated by
Reference
Form of Compensation Statement, incorporated by reference to Exhibit 10.14 to the Annual Report on
Form 10-K of General Motors Company filed April 7, 2010
Incorporated by
Reference
General Motors Company Executive Retirement Plan, with modifications through October 10, 2012,
incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K of General Motors
Company filed February 15, 2013
Incorporated by
Reference
Amendment No. 1 to General Motors Company Executive Retirement Plan, with modifications through
October 10, 2012, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of General
Motors Company filed February 3, 2016
Incorporated by
Reference
General Motors Company 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of General Motors Company filed June 12, 2014
Incorporated by
Reference
Form of Non-Qualified Stock Option Agreement under the 2014 Long-Term Incentive Plan, incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed July 30,
2015
Incorporated by
Reference
General Motors Company 2016 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to the
Registration Statement on Form S-8 of General Motors Company filed May 13, 2016
General Motors Company Vehicle Operations - Senior Management Vehicle Program (SMVP)
Supplement, revised December 15, 2005, incorporated by reference to Exhibit 10(g) to the Annual Report
on Form 10-K of Motors Liquidation Company filed March 28, 2006
Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.6 to the
Quarterly Report on Form 10-Q of General Motors Company filed April 21, 2016
General Motors Company 2017 Short-Term Incentive Plan, incorporated by reference to Exhibit 10.25 to
the Annual Report on Form 10-K of General Motors Company filed February 6, 2018
General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 of General Motors Company filed June 16, 2017
Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term
Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General
Motors Company filed April 26, 2018
Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-
Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of
General Motors Company filed April 26, 2018
Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term
Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General
Motors Company filed May 6, 2020
Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-
Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of
General Motors Company filed May 6, 2020
Form of Restricted Stock Unit Award Agreement under the General Motors Company 2017 Long- Term
Incentive Plan, incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of General
Motors Company filed July 29, 2020
Amended and Restated General Motors LLC U.S. Executive Severance Program, incorporated by reference
to Exhibit 10.23 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2019
Form of Time Sharing Agreement, incorporated by reference to Exhibit 10.2 to the Quarterly Report on
Form 10-Q of General Motors Company filed October 29, 2019
The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated by
reference to Exhibit 10.19 to the Annual Report on Form 10-K of General Motors Company filed February
5, 2020
General Motors Company 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 of General Motors Company filed June 25, 2020
Form of Performance Share Unit Award Agreement No.1 under the General Motors Company 2020 Long-
Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
General Motors Company filed May 5, 2021
Form of Performance Share Unit Award Agreement No.2 under the General Motors Company 2020 Long-
Term Incentive Plan, incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of
General Motors Company, filed February 10, 2021
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
101
Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Exhibit
Number
10.23*
10.24*
10.25†
10.26
10.27
10.28
10.29†
10.30†
10.31†
10.32†
10.33
21
23
24
31.1
31.2
32
101
Exhibit Name
Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2020 Long-
Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of
General Motors Company filed May 5, 2021
Form of Restricted Stock Unit Award Agreement under the General Motors Company 2020 Long-Term
Incentive Plan incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of General
Motors Company, Filed February 10, 2021
Amended and Restated Master Agreement, dated as of December 19, 2012, between General Motors
Holdings LLC and Peugeot S.A., incorporated by reference to Exhibit 10.24 to the Annual Report on Form
10-K of General Motors Company filed February 6, 2014
Amendment, dated May 2, 2017 to the Master Agreement between General Motors Holdings, LLC and
Peugeot S.A., incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of General
Motors Company filed July 25, 2017
Amendment Number 2, dated July 30, 2017, to the Master Agreement between General Motors Holdings,
LLC and Peugeot S.A., incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
General Motors Company filed October 24, 2017
Amendment Number 3, dated October 30, 2017, to the Master Agreement between General Motors
Holdings, LLC and Peugeot S.A., incorporated by reference to Exhibit 10.31 to the Annual Report on Form
10-K of General Motors Company filed February 6, 2018
Third Amended and Restated 5-Year Revolving Credit Agreement, dated as of April 18, 2018, among
General Motors Company, General Motors Financial Company, Inc., GM Global Treasury Centre Limited,
General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several
lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of General Motors Company filed April 20, 2018
Amendment No. 1 to Third Amended and Restated 5-Year Revolving Credit Agreement, dated as of April
18, 2018, among General Motors Company, General Motors Financial Company, Inc., GM Global
Treasury Centre Limited, General Motors do Brazil Ltda., the subsidiary borrowers from time to time
parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K of General Motors Company filed April 7, 2021
Fourth Amended and Restated 3-Year Revolving Credit Agreement among General Motors Company,
General Motors Financial Company, Inc., General Motors do Brasil Ltda., the subsidiary borrowers from
time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank,
N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed April 7, 2021
Third Amended and Restated 364-Day Revolving Credit Agreement among General Motors Company,
General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the
several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of General Motors Company filed April 7, 2021
Seventh Amended and Restated Limited Liability Company Agreement of GM Cruise Holdings LLC,
dated March 14, 2021, incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of
General Motors Company filed May 5, 2021
Subsidiaries and Joint Ventures of the Registrant as of December 31, 2021
Consent of Ernst & Young LLP
Power of Attorney for Directors of General Motors Company
Section 302 Certification of the Chief Executive Officer
Section 302 Certification of the Chief Financial Officer
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
The following financial information from the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the
Consolidated Income Statements, (ii) the Consolidated Statements of Comprehensive Income, (iii) the
Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated
Statements of Equity and (vi) Notes to the Consolidated Financial Statements
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Filed Herewith
Filed Herewith
Filed Herewith
Filed Herewith
Filed Herewith
Furnished with
this Report
Filed Herewith
102
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GENERAL MOTORS COMPANY AND SUBSIDIARIES
Exhibit
Number
104
_________
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2021,
formatted as Inline XBRL and contained in Exhibit 101
Filed Herewith
Exhibit Name
†
*
Certain confidential portions have been omitted pursuant to a granted request for confidential treatment, which has been separately
filed with the SEC.
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this
Report.
Item 16. Form 10-K Summary
None.
* * * * * * *
* * * * * * *
103
Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GENERAL MOTORS COMPANY
(Registrant)
By:
/s/ MARY T. BARRA
Mary T. Barra
Chair and Chief Executive Officer
Date: February 2, 2022
104
Table of Contents
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 2nd day of
February 2022 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the
directors.
Signature
Title
/s/ MARY T. BARRA
Mary T. Barra
/s/ PAUL A. JACOBSON
Paul A. Jacobson
Chair and Chief Executive Officer
Executive Vice President and Chief Financial Officer
/s/ CHRISTOPHER T. HATTO
Christopher T. Hatto
Vice President, Global Business Solutions and Chief
Accounting Officer
/s/ PATRICIA F. RUSSO*
Patricia F. Russo
/s/ ANEEL BHUSRI*
Aneel Bhusri
/s/ WESLEY G. BUSH*
Wesley G. Bush
/s/ LINDA R. GOODEN*
Linda R. Gooden
/s/ JOSEPH JIMENEZ*
Joseph Jimenez
/s/ JANE L. MENDILLO*
Jane L. Mendillo
/s/ JUDITH A. MISCIK*
Judith A. Miscik
/s/ THOMAS M. SCHOEWE*
Thomas M. Schoewe
/s/ CAROL M. STEPHENSON*
Carol M. Stephenson
/s/ MARK A. TATUM*
Mark A. Tatum
/s/ DEVIN N. WENIG*
Devin N. Wenig
/s/ MARGARET C. WHITMAN*
Margaret C. Whitman
Lead Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
*By: /s/ CRAIG B. GLIDDEN
Craig B. Glidden
Attorney-in-Fact
105
GENERAL MOTORS COMPANY
SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT
AS OF DECEMBER 31, 2021
Company Name
2140879 Ontario Inc.
ACAR Leasing Ltd.
ACF Investment Corp.
Adam Opel GmbH
AFS SenSub Corp.
AmeriCredit Financial Services, Inc.
Annunciata Corporation
APGO Trust
Argonaut Holdings LLC
Astyx, Inc.
Banco GM S.A.
BOCO (Proprietary) Limited
Boco Trust
BrightDrop LLC
BrightDrop Solutions LLC
BrightDrop Vehicle Distribution LLC
Cadillac Europe GmbH
Carve-Out Ownership Cooperative LLC
Chevrolet Deutschland GmbH
Chevrolet Otomotiv Ticaret Limited Sirketi
Chevrolet Sales (Thailand) Limited
Chevrolet Sales India Private Ltd.
Chevrolet Sociedad Anonima de Ahorro para Fines Determinados
CHEVYPLAN S.A. Sociedad Administradora de Planes de Autofinanciamiento Comercial
Controladora General Motors, S. de R.L. de C.V.
Cruise LLC
Cruise Munich GmbH
DCJ1 LLC
Dealership Liquidations, Inc.
Delphi Energy and Engine Management Systems UK Overseas Corporation
DMAX, Ltd.
GCAR Titling Ltd.
General Motors - Colmotores S.A.
General Motors (China) Investment Company Limited
General Motors Advisory Services LLC
General Motors Africa and Middle East FZE
General Motors Asia Pacific Holdings, LLC
General Motors Asia, LLC
General Motors Asset Management Corporation
General Motors Australia and New Zealand Pty Ltd.
General Motors Australia Pty Ltd.
General Motors Auto LLC
General Motors Automobiles Philippines, Inc.
Exhibit 21
State or Sovereign Power of
Incorporation
Canada
Delaware
Delaware
Germany
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Brazil
South Africa
South Africa
Delaware
Delaware
Delaware
Switzerland
Delaware
Germany
Turkey
Thailand
India
Argentina
Colombia
Mexico
Delaware
Germany
Delaware
Delaware
Delaware
Ohio
Delaware
Colombia
China
Uzbekistan
United Arab Emirates
Delaware
Delaware
Delaware
Australia
Australia
Russian Federation
Philippines
GENERAL MOTORS COMPANY
SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT
AS OF DECEMBER 31, 2021
Company Name
General Motors Automotive Holdings, S.L.
General Motors Belgique Automobile NV
General Motors Chile Industria Automotriz Limitada
General Motors China LLC
State or Sovereign Power of
Incorporation
Spain
Belgium
Chile
Delaware
General Motors Daewoo Auto and Technology CIS LLC
Russian Federation
General Motors de Argentina S.R.L.
General Motors de Mexico, S. de R.L. de C.V.
General Motors del Ecuador S.A.
General Motors do Brasil Ltda.
General Motors Egypt, S.A.E.
General Motors Europe Limited
General Motors Financial Chile Limitada
General Motors Financial Chile S.A.
General Motors Financial Company, Inc.
General Motors Financial of Canada, Ltd.
General Motors Global Service Operations, Inc.
General Motors Holden Australia NSC Pty Ltd.
General Motors Holdings LLC
General Motors India Private Limited
General Motors International Holdings LLC
General Motors International Operations Pte. Ltd.
General Motors International Services Company SAS
General Motors International Services LLC
General Motors Investment Limited
General Motors Investment Management Corporation
General Motors Investment Participaçoes Ltda.
General Motors Investments Pty. Ltd.
General Motors Israel Ltd.
General Motors IT Services (Ireland) Limited
General Motors Japan Limited
General Motors Limited
General Motors LLC
General Motors New Zealand Limited
General Motors New Zealand Pensions Limited
General Motors of Canada Company
General Motors Overseas Commercial Vehicle Corporation
General Motors Overseas Corporation
General Motors Overseas Distribution LLC
General Motors Peru S.A.
General Motors Research Corporation
General Motors South Africa (Pty) Limited
General Motors Taiwan Ltd.
General Motors Technical Centre India Private Limited
Argentina
Mexico
Ecuador
Brazil
Egypt
England and Wales
Chile
Chile
Texas
Canada
Delaware
Australia
Delaware
India
Delaware
Singapore
Colombia
Delaware
Hong Kong
Delaware
Brazil
Australia
Israel
Ireland
Japan
England and Wales
Delaware
New Zealand
New Zealand
Canada
Delaware
Delaware
Delaware
Peru
Delaware
South Africa
Taiwan
India
GENERAL MOTORS COMPANY
SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT
AS OF DECEMBER 31, 2021
Company Name
General Motors Treasury Center, LLC
General Motors Uruguay S.A.
General Motors Ventures LLC
General Motors Warehousing and Trading (Shanghai) Co. Ltd.
General Motors-Holden's Sales Pty. Limited
Global Services Detroit LLC
GM (UK) Pension Trustees Limited
GM Administradora de Bens Ltda.
GM Asia Pacific Regional Headquarters Ltd.
GM Components Holdings, LLC
GM Corretora de Seguros Ltda.
GM Cruise Holdings LLC
GM Defense LLC
GM Eurometals, Inc.
GM Finance Co. Holdings LLC
GM Financial Bank
GM Financial Canada Leasing Ltd.
GM Financial Colombia Holdings LLC
GM Financial Colombia S.A. Compañia de Financiamiento
GM Financial Consumer Discount Company
GM Financial de Mexico, S.A. de C.V. SOFOM E.R.
GM Financial del Peru S.A.C
GM Financial Holdings LLC
GM Financial Insurance Company
GM Financial Mexico Holdings LLC
GM Global Technology Operations LLC
GM Global Tooling Company LLC
GM Global Treasury Centre Limited
GM Holdings Australia Pty Ltd
GM Holdings U.K. No.1 Limited
GM Inversiones Santiago Limitada
GM Investment Trustees Limited
GM Korea Company
GM LAAM Holdings, LLC
GM Mobility Europe GmbH
GM Personnel Services, Inc.
GM Philippines, Inc.
GM Protections, LLC
GM Regional Holdings LLC
GM Retirees Pension Trustees Limited
GM Speciality Vehicles UK Limited
GM Subsystems Manufacturing, LLC
GM Technical Center Korea, Ltd.
State or Sovereign Power of
Incorporation
Delaware
Uruguay
Delaware
China
Australia
Delaware
England and Wales
Brazil
Korea, Republic of
Delaware
Brazil
Delaware
Delaware
Delaware
Delaware
Utah
Canada
Delaware
Colombia
Pennsylvania
Mexico
Peru
Delaware
Arizona
Delaware
Delaware
Delaware
England and Wales
Australia
England and Wales
Chile
England and Wales
Korea, Republic of
Delaware
Germany
Delaware
Philippines
Arizona
Delaware
England and Wales
England and Wales
Delaware
Korea, Republic of
GENERAL MOTORS COMPANY
SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT
AS OF DECEMBER 31, 2021
Company Name
GMAC Administradora de Consorcios Ltda.
GMAC Prestadora de Serviçios de Mão de Obra Ltda.
GMCH&SP Private Equity II L.P.
GM-DI Leasing LLC
GMF Funding Corp.
GMF Global Assignment LLC
GMF International LLC
GMF Leasing LLC
GMF Wholesale Receivables LLC
Grand Pointe Holdings, Inc.
Grand Pointe Park Condominium Association
IBC Pension Trustees Limited
Lease Ownership Cooperative LLC
Lidlington Engineering Company, Ltd.
Limited Liability Company "General Motors CIS"
Maven Drive LLC
Millbrook Pension Management Limited
Monetization of Carve-Out, LLC
Motors Holding LLC
Multi-Use Lease Entity Trust
North American New Cars LLC
Omnibus BB Transportes, S. A.
OnStar Connected Services Srl
OnStar de Mexico S. de R.L. de C.V.
OnStar Egypt Limited
OnStar Europe Ltd.
OnStar Global Services Corporation
OnStar, LLC
P.T. G M AutoWorld Indonesia
P.T. General Motors Indonesia
Pan Asia Technical Automotive Center Company, Ltd.
PIMS Co.
Prestadora de Servicios GMF Colombia S.A.S.
PT. General Motors Indonesia Manufacturing
Riverfront Holdings III, Inc.
Riverfront Holdings Phase II, Inc.
Riverfront Holdings, Inc.
SAIC General Motors Corporation Limited
SAIC General Motors Sales Company Limited
SAIC GM (Shenyang) Norsom Motors Co., Ltd.
SAIC GM Dong Yue Motors Company Limited
SAIC GM Dong Yue Powertrain Company Limited
SAIC GM Wuling Automobile Company Limited
State or Sovereign Power of
Incorporation
Brazil
Brazil
Canada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Michigan
England and Wales
Delaware
Delaware
Russian Federation
Delaware
England and Wales
Delaware
Delaware
Delaware
Delaware
Ecuador
Romania
Mexico
Egypt
England and Wales
Delaware
Delaware
Indonesia
Indonesia
China
Delaware
Colombia
Indonesia
Delaware
Delaware
Delaware
China
China
China
China
China
China
GENERAL MOTORS COMPANY
SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT
AS OF DECEMBER 31, 2021
Company Name
SAIC-GMAC Automotive Finance Company Limited
SAIC-GMF Leasing Co. Ltd.
Servicios GMAC S.A. de C.V.
Shanghai OnStar Telematics Co. Ltd.
Ultium Cells LLC
Vehicle Asset Universal Leasing Trust
WRE, Inc.
Zona Franca Industrial Colmotores SAS
Total - 180
State or Sovereign Power of
Incorporation
China
China
Mexico
China
Delaware
Delaware
Michigan
Colombia
Pursuant to Item 601(b)(21) of Regulation S-K we have omitted certain subsidiaries which, considered in the aggregate as a
single subsidiary, would not constitute a significant subsidiary at December 31, 2021. Additionally 97 subsidiaries of General
Motors Financial Company, Inc. have been omitted that operate in the U.S. in the same line of business as General Motors
Financial Company, Inc. at December 31, 2021.
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of General Motors Company:
(1) Registration Statement (Form S-8 No. 333-239425) pertaining to the General Motors Company 2020 Long-Term
Incentive Plan,
(2) Registration Statement (Form S-3 No. 333-236276),
(3) Registration Statement (Form S-8 No. 333-218793) pertaining to the General Motors Company 2017 Long-Term
Incentive Plan,
(4) Registration Statement (Form S-8 No. 333-211344) pertaining to the General Motors Company 2016 Equity Incentive
Plan, and
(5) Registration Statement (Form S-8 No. 333-196812) pertaining to the General Motors Company 2014 Long-Term
Incentive Plan;
of our reports dated February 2, 2022, with respect to the consolidated financial statements of General Motors Company and
subsidiaries and the effectiveness of internal control over financial reporting of General Motors Company and subsidiaries
included in this Annual Report (Form 10-K) for the year ended December 31, 2021.
/s/ ERNST & YOUNG LLP
Detroit, Michigan
February 2, 2022
POWER OF ATTORNEY
Exhibit 24
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ PATRICIA F. RUSSO
Signature
Patricia F. Russo
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ ANEEL BHUSRI
Signature
Aneel Bhusri
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ WESLEY G. BUSH
Signature
Wesley G. Bush
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ LINDA R. GOODEN
Signature
Linda R. Gooden
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ JOSEPH JIMENEZ
Signature
Joseph Jimenez
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ JANE L. MENDILLO
Signature
Jane L. Mendillo
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ JUDITH A. MISCIK
Signature
Judith A. Miscik
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ THOMAS M. SCHOEWE
Signature
Thomas M. Schoewe
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ CAROL M. STEPHENSON
Name
Carol M. Stephenson
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ MARK A. TATUM
Signature
Mark A. Tatum
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ DEVIN N. WENIG
Signature
Devin N. Wenig
Print
January 31, 2022
Date
POWER OF ATTORNEY
The undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Christopher T. Hatto, Vince
Greene, Craig B. Glidden and John S. Kim, and each of them, my true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a
director of GM), to sign:
SEC Report(s)
Annual Report on Form 10-K
Covering
Year Ended December 31, 2021
and any or all amendments to such Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, this power of attorney has been
executed by the undersigned.
/s/ MARGARET C. WHITMAN
Signature
Margaret C. Whitman
Print
January 31, 2022
Date
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Exhibit 31.1
CERTIFICATION
I, Mary T. Barra, certify that:
1. I have reviewed this Annual Report on Form 10-K of General Motors Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 2, 2022
/s/ MARY T. BARRA
Mary T. Barra
Chair and Chief Executive Officer
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Exhibit 31.2
CERTIFICATION
I, Paul A. Jacobson, certify that:
1. I have reviewed this Annual Report on Form 10-K of General Motors Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 2, 2022
/s/ PAUL A. JACOBSON
Paul A. Jacobson
Executive Vice President and Chief Financial Officer
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of General Motors Company (the “Company”) on Form 10-K for the period ended
December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the
undersigned officers of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley
Act of 2002, that to the best of such officer's knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ MARY T. BARRA
Mary T. Barra
Chair and Chief Executive Officer
/s/ PAUL A. JACOBSON
Paul A. Jacobson
Executive Vice President and Chief Financial Officer
Date: February 2, 2022