10-K 0001467858-26-000013 (2026-01-27) vs 10-K 0001467858-25-000032 (2025-01-28)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 9,778 |
25.7% |
| MD&A | Item 7 | 11,714 |
25.8% |
| Legal Proceedings | Item 3, via Note 16 – Commitments, Contingencies, and Uncertainties | 3,283 |
26.9% |
| Accounting Policies | Item 8, Note 2 – Significant Accounting Policies | 5,716 |
8.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 264 words changed in this paragraph; it is 37% similar to last year's version.
We benefit from many ongoing joint ventures and other strategic business relationships, particularly with respect to manufacturing EV battery cells and facilitating access to raw materials necessary for the production of EVs, and a significant amount of our operations are conducted by joint ventures, which we cannot operate solely for our benefit. benefit and over which we may have limited control. 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 particular, to secure critical materials for the production of EVs, we have entered, and plan to continue to enter, into offtake agreements with raw material suppliers and make investments in certain raw material suppliers. The terms of these offtake agreements may obligate us to purchase defined quantities of output over a specified period of time, subject to certain conditions. If we are unable to utilize or otherwise monetize the raw materials we are obligated to purchase under these offtake agreements, whether as a result of lower than expected EV production volumes, lower than expected rates of consumer adoption, changes in battery technology that reduce the need for certain raw materials or other reasons, it could materially adversely affect our cash flows and increase our inventory. Further, our investments in raw materials suppliers could expose us to distinct risks not traditionally associated with the automotive sector, and if the raw materials suppliers in which we have invested are unsuccessful, our investments could lose their value.
Source: Item 1A, 10-K 0001467858-26-000013 vs Item 1A, 10-K 0001467858-25-000032
MD&A 207 words changed in this paragraph; it is 36% similar to last year's version.
In the year ended December 31, 2024, decreased 2025, increased Cost was primarily due to: (1) decreased inventory adjustments charges of $2.2 billion, primarily EV-related, $7.7 billion due to reflect the net realizable value at period end; our EV strategic realignment; (2) the absence of charges related to the voluntary separation program (VSP) of $0.7 billion; (3) decreased engineering costs of $0.7 billion, driven primarily by lower AV engineering costs; (4) increased equity earnings related to Ultium Cells Holdings LLC of $0.7 billion; (5) decreased material and freight costs of $3.3 billion, including $3.1 billion due to tariffs; (3) increased warranty-related costs and campaigns of $1.3 billion; (4) unfavorable net realizable value inventory adjustments, primarily EV-related, of $0.3 billion in the year ended December 31, 2025 compared to similar favorable inventory adjustments of $0.5 billion in the year ended December 31, 2024; (5) charges of $0.5 billion due to legal matters for our former OnStar Smart Driver program; and (6) increased manufacturing costs of $0.5 billion; partially offset by (6) increased other employee-related (7) the reduction of charges related to Cruise restructuring of $1.1 billion; and (8) decreased engineering costs of $0.6 billion; (7) increased charges $0.9 billion, driven primarily by the wind down of $0.5 billion related to restructuring costs resulting from the plan to realign Cruise with our existing GM technical teams to develop personal AV technology; (8) increased warranty-related costs of $0.4 billion; and (9) increased information technology costs of $0.3 billion. robotaxi operations. In the year ended December 31, 2024, 2025, favorable Other was primarily due to net foreign currency changes in the Brazilian real and the Korean won. Mexican peso.
Source: Item 7, 10-K 0001467858-26-000013 vs Item 7, 10-K 0001467858-25-000032
Accounting Policies 101 words changed in this paragraph; it is 49% similar to last year's version.
In March 2022, all outstanding RSUs that settle in Cruise's common stock were modified to remove the a liquidity vesting condition. Prospectively, RSUs that will settle in Cruise's common stock condition and will vest solely based upon satisfaction of a service condition. Compensation cost was recorded on a straight-line basis over the entire vesting period based on the fair value of Cruise's common stock. In April 2024, substantially all remaining outstanding unvested Cruise RSUs were exchanged by participants for unvested cash payment rights. The remaining outstanding rights and as of December 31, 2025, no incentive awards settleable in Cruise RSUs are insignificant and are presented in permanent equity. Prior to the April 2024 modification, compensation cost was recorded on stock issued to settle awards based on the fair value of Cruise's common stock until such time that the stock had been issued for more than six months. are outstanding.
Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0001467858-26-000013 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0001467858-25-000032
Legal Proceedings 100 words changed in this paragraph; it is 70% similar to last year's version.
Litigation-Related Liability and Tax Administrative Indirect Tax-Related 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 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, 2024 2025 and 2023, 2024, we had accruals of $1.1 $1.5 billion and $1.2 $1.1 billion for such legal actions in Accrued liabilities and Other liabilities. In many matters, it is inherently difficult to determine whether a loss is probable or reasonably possible or to estimate the size or range of the potential loss. Some 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 cannot be reasonably estimated. Accordingly, while we believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated, it is possible that 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.
Source: Item 3, via Note 16 – Commitments, Contingencies, and Uncertainties, 10-K 0001467858-26-000013 vs Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001467858-25-000032
Every change, by type
Sentences and paragraphs of GM's Risk Factors and MD&A, 10-K 2026-01-27 against 10-K 2025-01-28.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedRisk Factors
for commodities, raw materials, energy, and other inputs. These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedRisk Factors
Tariffs applicable to the automotive industry continue to evolve, including in the U.S., where the government has signaled tariff policy may shift in the future. Such tariffs could have a material adverse effect on our financial condition and results of operations. The U.S. and other governments have implemented import tariffs and tariff-related measures—including on vehicles, parts, raw materials, and other inputs—and have indicated further measures may be under consideration. New or existing trade agreements, including the ongoing review of the U.S.-Mexico-Canada Agreement, may also impact the tariff rate applicable to goods imported by GM or our suppliers. Additionally, certain tariffs are subject to pending legal challenges. In these respects, the global tariff environment remains highly dynamic, and the specific tariffs applicable to goods imported by GM and its suppliers into the U.S. and other countries where we operate continue to evolve.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedRisk Factors
We cannot predict with complete precision the breadth of tariffs and related costs that will impact GM in the future. As a result, the ultimate impact of tariffs on our business could exceed our current estimates, which could have a material adverse effect on our financial condition, results of operations and cash flows, and our expected financial results. Our efforts to mitigate the impact of tariffs, including, but not limited to, making changes to our U.S. production plan and reducing or pausing certain imports, may not be successful, and we do not expect such actions to fully offset the impact of tariffs in the near term. We have made and may need to make additional changes to our global production footprint and workforce, which could require significant capital expenditures and could result in asset impairments and other charges, including restructuring charges, any of which could be material. Evolving tariffs globally, along with other trade barriers and trade restrictions, may lead to supply chain disruptions, potentially resulting in increased production costs and the inability to receive certain critical parts.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedRisk Factors
agreements, requirements, and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises, and other catastrophic events.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedRisk Factors
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
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedRisk Factors
Security breaches and other disruptions of our in-vehicle systems could impact the safety of our customers and reduce confidence in GM and its products. Our vehicles contain complex information technology systems. These systems control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, braking, window and door
Read it in 10-K 2026-01-27 at sec.gov ↗
RemovedRisk Factors
In addition, the production and sale of EVs at increasingly larger volumes is also part of our long-term strategy to comply with global emissions and fuel economy regulations. If we are not able to successfully execute our EV strategy or if future compliance requirements do not change, we may need to take various actions, including purchasing additional regulatory credits from third parties, paying penalties to various government regulators, or taking portfolio actions such as reducing the production of profitable ICE vehicles, the impact of which could be material to our results of operations and financial condition. 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."
Read it in 10-K 2025-01-28 at sec.gov ↗
RemovedRisk Factors
We recently announced plans to refocus our AV strategy on personal vehicles and the execution of this strategy is dependent upon our ability to successfully mitigate unique technological, operational and regulatory risks. Cruise Holdings,
Read it in 10-K 2025-01-28 at sec.gov ↗
RemovedRisk Factors
resides within them. Similarly, such an occurrence could result in the compromise, acquisition 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 from private litigation or regulatory penalties and related costs under laws protecting the privacy of personal information or unfair or deceptive practices relating to consumer information; disrupt our operations; or reduce the competitive advantage we hope to derive from our investment in advanced technologies. 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.
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RemovedRisk Factors
In addition, GM Financial has certain floating-rate obligations, hedging transactions and floating-rate commercial loans that determine their applicable interest rate or payment amount by reference to a benchmark rate, generally the Secured Overnight Financing Rate (SOFR), which is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. Any uncertainties associated with these benchmark rates may impact GM Financial's ability to manage interest rate risk effectively.
Read it in 10-K 2025-01-28 at sec.gov ↗
RewordedRisk Factors
In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S. and other countries in which we do business (for example, the IRA Act and the Organisation for Economic Co-Operation and Development proposals, including the introduction of global minimum tax standards), the possibility of tax controversy related to adverse determinations with respect to the application of existing laws (for example, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S. and other countries in which we do business (for example, the IRA and the Organisation for Economic Co-Operation and Development proposals, including the introduction of global minimum tax standards), Inflation Reduction Act (IRA)), the possibility of tax controversy related to adverse determinations with respect to the application of existing laws (for example, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
Consumer adoption of EVs EV demand has been slower than anticipated, and has been and and, in the future could be be, impacted by numerous additional factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performance performance, and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the success of the Company's our charging infrastructure programs and strategic joint ventures and other relationships; cost and availability of high fuel-economy ICE vehicles; volatility in energy prices due to increased demand and investments to support electrification efforts; volatility, or a sustained decrease, in the cost of petroleum-based fuel; failure lack of investments by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater availability of EV charging stations, and to provide lack of meaningful and fully utilizable economic incentives promoting the adoption of EVs, including production and consumer credits contemplated by the Inflation Reduction Act (IRA); EVs; and negative feedback from stakeholders impacting investor and consumer confidence in our company Company or industry.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
Regulations Despite recent actions taken by the U.S. federal government to reduce the stringency of emissions and fuel economy regulations, we expect such regulations at the federal, state state, or local level or in international jurisdictions to continue to evolve and, in the future, such regulations could require us to further limit emissions associated with customer use of products we sell, change our manufacturing processes or product portfolio portfolio, or undertake other activities that may require us to incur additional expense, including the purchase of emissions credits or the payment of penalties, which may be material.
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RewordedRisk Factors
As a result, result of certain restructuring actions previously announced in December 2024, we recorded an other-than-temporary impairment of our equity interests of $2.4 $2.1 billion and additional equity losses of $2.0 billion in the year ended December 31, 2024. 2024, and we recorded charges of $0.6 billion in the year ended December 31, 2025.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
Our high proportion of fixed costs, both due to our significant investment in property, plant 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.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
Specifically, While the U.S. federal government has taken action to reduce the stringency of fuel economy and GHG emission emissions regulations, we expect such regulations at to continue to evolve across the federal, state state, or local level or in international jurisdictions and, in the future, these regulations could require us to further limit the sale of certain profitable ICE products in current and future years, subsidize the sale of less profitable ones, change our manufacturing processes, pay increased penalties, purchase additional credits from our competitors or undertake other activities that may require us to incur additional expense, which may be material.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
We benefit from many ongoing joint ventures and other strategic business relationships, particularly with respect to manufacturing EV battery cells and facilitating access to raw materials necessary for the production of EVs, and a significant amount of our operations are conducted by joint ventures, which we cannot operate solely for our benefit. benefit and over which we may have limited control.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
Such regulations are expected may cause disclosure requirements to subject us to new disclosure requirements, new supply chain requirements, new trade restrictions shift and increased may increase the risk of litigation or regulatory action, which are expected to would result in increased costs (in our operations and supply chain), as well as risks to our reputation or consumer demand for our products if we do not meet increasingly demanding stakeholder expectations and standards.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
While we expect our refocused AV strategy to be less capital intensive than the Cruise robotaxi plan, we expect that our AV and ADAS development activities will continue to require significant capital investments and remain subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware; attract and retain key software talent with expertise in artificial intelligence AI and machine learning; access to sufficient capital; access high-quality data to train the AI models deployed in our AV and ADAS technologies; and respond to significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to AV technologies than we do.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
In addition, cybersecurity Cybersecurity threat actors are increasingly sophisticated and are targeting employees, contractors, service providers providers, and third parties through various techniques that involve techniques, including but not limited to, social engineering and/or misrepresentation. engineering.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedRisk Factors
The production and profitable sale of EVs has become increasingly is an important to part of our long-term business as we continue our transition to an all-electric future. strategy.
Read it in 10-K 2026-01-27 at sec.gov ↗
Quiet changesRisk Factors
Furthermore, our practices may be are judged against sustainability standards that are continually evolving and not always clear.
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Quiet changesRisk Factors
In addition, elevated cost, or reduced availability, of critical materials for our EV propulsion systems, including lithium, nickel, cobalt cobalt, and certain rare earth metals, could may lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedMD&A
Over the course of 2025, the U.S. and other governments implemented new tariffs relevant to GM and its suppliers, including tariffs on vehicles and parts imported into the U.S. The tariff environment remains highly dynamic, and the specific tariffs applicable to goods imported by GM and its suppliers continue to evolve, including with respect to imports under the U.S.-Mexico-Canada Agreement and other trade agreements. We have acted with urgency and discipline to maintain strong positioning within the industry. In 2025, impacts to earnings before interest and taxes (EBIT)-adjusted from tariffs were $3.1 billion. Based on the current tariff environment, we estimate that impacts to EBIT-adjusted could range from $3.0 billion to $4.0 billion for the year ending December 31, 2026. Refer to Part I, Item 1A. Risk Factors for a full discussion of the risks associated with the global tariff environment.
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AddedMD&A
The One Big Beautiful Bill Act (the Act), which was signed into law on July 4, 2025, extends and modifies certain key provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifies certain IRA incentives, accelerates the phase-out of clean vehicle and other clean energy credits, and sets civil penalties to zero for noncompliance with CAFE standards. The Act also introduces a new auto loan interest deductibility provision that allows some individuals to deduct up to $10,000 per year in interest on new, U.S.-assembled personal vehicles purchased between 2025 and 2028. In addition, there are other key provisions with a variety of effective dates in the Act that have an insignificant impact for the year ending December 31, 2025, and have been reflected in our financial statements. In July 2025, the EPA proposed to remove GHG regulations for light-, medium-, and heavy-duty on-highway vehicles on a retrospective and prospective basis. Should the EPA remove GHG regulations, we expect that $1.1 billion of the total $1.4 billion carrying amount of our acquired credits may be subject to impairment in the near term, and our ongoing cost of compliance to the GHG regulations would be favorably impacted.
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AddedMD&A
Because of these recent U.S. Government policy changes, including the termination of consumer tax incentives for EV purchases and the reduction in stringency of emissions regulations, industry-wide consumer demand for EVs in North America began to slow in 2025. As a result, we reassessed our EV capacity and manufacturing footprint to align to expected consumer demand and recorded charges of $1.6 billion and $6.0 billion in the three months ended September 30, 2025 and December 31,
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedMD&A
2025. For the year ended December 31, 2025, we recorded total charges in GMNA of $7.9 billion. The reassessment of our EV capacity and manufacturing footprint is complete. While we have completed the reassessment of our EV capacity and manufacturing footprint, we expect to recognize additional material cash and non-cash charges in 2026 related to continued commercial negotiations with our supply base, which we believe will be significantly less than the EV-related charges incurred in 2025. These charges will be reflected as adjustments in our non-GAAP financial measures. Refer to the "Non-GAAP Measures" section of this MD&A for additional information. Our strategic realignment of EV capacity does not impact today's retail portfolio of Chevrolet, GMC, and Cadillac EVs currently in production, and we expect these models to remain available to consumers.
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AddedMD&A
competitiveness of our products in the Chinese market and executing restructuring plans. Additional restructuring charges may be incurred going forward.
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AddedMD&A
In May 2025, we loaned $1.8 billion to Ultium Cells LLC to facilitate full voluntary prepayment of loans Ultium Cells LLC received under the Department of Energy's Advanced Technology Vehicles Manufacturing program. Our loan to Ultium Cells LLC accrues interest at a rate of 5.7% per year, matures in April 2030, and is prepayable without penalties.
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AddedMD&A
In May 2025, we issued $2.0 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 5.7% and maturity dates ranging from 2028 to 2035. The net proceeds from this offering were used for general corporate purposes, including to fund a portion of the $1.8 billion five-year term loan to Ultium Cells LLC and to refinance a portion of our senior notes. In September 2025, we exercised our option to redeem at par value the remaining $1.25 billion in aggregate principal balance of our $2.0 billion senior unsecured notes with a maturity date of October 1, 2025.
Read it in 10-K 2026-01-27 at sec.gov ↗
AddedMD&A
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 an integral part of its financial performance.
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AddedMD&A
(c)These adjustments were excluded because they relate to investigations and litigation associated with our former OnStar Smart Driver product and an indemnification charge for a European-wide Takata Corporation (Takata) related recall.
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RemovedMD&A
with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.
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RemovedMD&A
we believe independent, Chinese automakers are expanding market share and prioritizing production volumes over profitability, with the ability to produce vehicles at costs well below foreign automakers, including our Automotive China JVs. These factors are impacting our China JVs’ ability to grow vehicle sales in China and our ability to generate sustainable equity income from our China JVs. We are in the late stages of finalizing details with our JV partners on an agreement regarding certain restructuring actions, which include plant closures and portfolio optimization to address continuing market challenges and competitive conditions, and updated business forecasts.
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RemovedMD&A
Based on the updated forecast, we determined that the material loss in value of our equity interests in SAIC General Motors Corporation Limited (SGM), SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom), SAIC GM Dong Yue Motors Co., Ltd. (SGM DY) and SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT) was other than temporary. As a result, we recorded an other-than-temporary impairment of our equity interests of $2.1 billion in the year ended December 31, 2024 which is included in equity income (loss). Our Automotive China JVs' equity losses also includes non-cash charges of $2.0 billion resulting from the implementation of the restructuring plan. We expect additional restructuring charges are likely to be incurred in 2025. Going forward, we will continue to assess our strategy in the Chinese market to maintain presence while prioritizing profitability. In addition, GM Financial also concluded that a $0.3 billion other-than-temporary impairment of its equity interest in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC) existed. Refer to the "Automotive Financing – GM Financial Summary and Outlook” section of this MD&A for discussion of GM Financial’s other-than-temporary impairment of its equity interest in SAIC-GMAC.
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RemovedMD&A
Cruise Cruise Holdings, our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application. In June 2024, Cruise indefinitely delayed development work on the Cruise Origin and recorded restructuring charges of $0.6 billion primarily related to non-cash write-offs of Origin assets. In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work. Refer to Part I, Item 1. Business for a further discussion on Cruise. In conjunction with our announcement to no longer fund Cruise’s robotaxi development work and our plans to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, Cruise recorded net charges of $0.5 billion. These charges primarily relate to anticipated headcount reductions and impairments of real estate lease assets and certain intangible assets.
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RemovedMD&A
estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):
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RemovedMD&A
As a result of the market challenges and competitive conditions in China, GM Financial recorded a $0.3 billion other-than-temporary impairment charge to write down its SAIC-GMAC investment to its fair value. Refer to the "Overview – GMI" section of this MD&A for discussion of the China market and associated restructuring actions being taken.
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RemovedMD&A
Cruise EBIT (Loss)-Adjusted In the year ended December 31, 2024, EBIT (loss)-adjusted decreased primarily due to the restructuring actions taken in the year ended December 31, 2023 that resulted in a decrease in the development costs associated with Cruise's refocused operating strategy. Following the acquisition of the noncontrolling interests and subject to the approval of the Cruise Board of Directors, we expect that the plans to combine the Cruise and GM technical efforts to advance autonomous and assisted driving will reduce Cruise's costs going forward.
Read it in 10-K 2025-01-28 at sec.gov ↗
RemovedMD&A
In March 2024, we terminated our unsecured 364-day delayed draw term loan credit agreement that permitted the Company to borrow up to $3.0 billion executed in November 2023, resulting in an insignificant loss.
Read it in 10-K 2025-01-28 at sec.gov ↗
RemovedMD&A
In December 2024, we exercised the make-whole provision on a portion of our $2.0 billion senior unsecured notes with a maturity date of October 2025, redeeming $750 million in aggregate principal amount. Upon settlement in December 2024, we recorded an insignificant early extinguishment of debt loss.
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RemovedMD&A
Cruise Liquidity Cruise available liquidity of $0.3 billion and $1.3 billion at December 31, 2024 and 2023 consists primarily of cash and cash equivalents. In June 2024, Cruise issued to us a convertible note in the amount of $0.9 billion. This note is convertible into certain Cruise equity interests. At December 31, 2024, Cruise had total borrowings of $0.4 billion with GM
Read it in 10-K 2025-01-28 at sec.gov ↗
RemovedMD&A
Financial under a multi-year credit agreement to fund the purchase of AVs from GM. Cruise available liquidity also excludes a multi-year framework agreement with us whereby Cruise can defer payments until June 2028 on up to $0.8 billion of invoices, which are related to engineering and capital spending incurred by us on behalf of Cruise, and an agreement with us whereby Cruise can defer reimbursing us for amounts we paid related to its restructuring actions that commenced in October 2023. At December 31, 2024, Cruise deferred $1.3 billion under these agreements. In December 2024, GM announced it will no longer fund Cruise's robotaxi development work given the considerable time and resources that would be needed to scale the business, along with an increasingly competitive robotaxi market. Refer to Note 18 to our consolidated financial statements for additional information related to Cruise's restructuring actions.
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RemovedMD&A
Year Ended December 31, 2024 Operating cash flow(a) $ (2.2) GM investment in Cruise 1.3 Other non-operating (0.1) Total change in Cruise available liquidity $ (1.0)
Read it in 10-K 2025-01-28 at sec.gov ↗
RewordedMD&A
Years Ended December 31, 2025 2024 2023 2022 Net income attributable to stockholders $ 2,697 $ 6,008 $ 10,127 $ 9,934 Income tax expense 338 2,556 563 1,888 Automotive interest expense 727 846 911 987 Automotive interest income (854) (967) (1,109) (460) Adjustments EV strategic realignment(a) 7,914 — — China JV restructuring actions(a) actions(b) 842 4,010 — Legal matters(c) 657 — — Cruise restructuring(b) restructuring(d) 223 1,103 478 Separation costs(e) 87 200 1,035 GMI exit costs(f) 61 150 (111) Headquarters relocation(g) 55 64 — Buick dealer strategy(c) strategy(h) — 964 569 511 Restructuring actions(d) 200 — — GMI plant wind down(e) 150 — — Headquarters relocation(f) 64 — — Voluntary separation program(g) — 1,035 — GM Korea wage litigation(h) litigation(i) — — (106) — India asset sales(i) — (111) — Cruise compensation modifications(j) — — 1,057 Russia exit(k) — — 657 Patent royalty matters(l) — — (100) Total adjustments 9,839 6,491 1,865 2,125 EBIT-adjusted $ 12,747 $ 14,934 $ 12,357 $ 14,474
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
(a)Includes $1.3 billion, $0.5 $(1.8) billion term loan to and $0.4 billion loan repayments from Ultium Cells LLC, $(1.1) billion funding to wind down Cruise robotaxi operations, and $(0.8) billion investment in nonconsolidated affiliates in the year ended December 31, 2025; $(1.3) billion and $2.4 $(0.5) billion of GM's investment in Cruise in the years ended December 31, 2024, 2023 2024 and 2022, 2023, which is inclusive of a $0.9 $(0.9) billion convertible note issued by Cruise to us in the year ended December 31, 2024; $0.7 $(0.7) billion of GM's investment in Ultium Cells Holdings LLC in the years ended December 31, 2024 2024, and 2023 and $0.8 2023; $(0.3) billion of GM's investment in Ultium Cells Holdings LLC in the year ended December 31, 2022; $0.3 billion of GM's investment in Lithium Americas in the years ended December 31, 2024 and 2023; $0.1 billion and $2.1 $(0.1) billion for the purchase of Cruise common and preferred shares from noncontrolling shareholders in the years year ended December 31, 2024 and 2022; and $0.9 billion related to the sale of Stellantis N.V. 2024.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
(a)Includes $1.8 billion in dividends received from our nonconsolidated affiliates in the year ended December 31, 2025; $1.5 billion in dividends received from GM Financial in the year ended December 31, 2025 and $1.8 billion in dividends received from GM Financial in the years ended December 31, 2024, and 2023; $0.6 billion and $4.1 billion for the Automotive China JVs impairment and restructuring-related equity losses in the year ended December 31, 2024; $1.8 billion in dividends received from GM Financial in the years ended December 31, 2024 2025 and 2023 2024; and $1.7 billion in dividends received from GM Financial in the year ended December 31, 2022; partially offset by non-cash changes in other assets and liabilities.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
(1) decreased net wholesale volumes in South America, in Asia/Pacific Brazil, Korea, and in the Middle East primarily Ecuador due to decreased sales of passenger cars and crossover vehicles, partially offset by higher sales of trucks; increased wholesale volumes in Argentina and Egypt; and (2) unfavorable Other primarily due to the net foreign currency effect resulting from changes in the weakening of the Argentine peso, Brazilian real real, and Egyptian pound against the U.S. dollar and decreased components sales; pound; partially offset by (3) favorable Mix primarily in Brazil and in Brazil, partially offset by the Middle East; East and Egypt; and (4) favorable pricing Price across multiple vehicle lines in Argentina, Brazil, and the Middle East and in Brazil. East.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
(a)Includes $7.1 $(4.0) billion, $1.1 billion $(7.1) billion, and $2.5 $(1.1) billion for payments to purchase common stock in the years ended December 31, 2025, 2024, 2023 and 2022; $0.5 2023; $(2.0) billion and $(10.0) billion in payments related to the ASR programs in the years ended December 31, 2025 and 2023; and $(0.5) billion for dividends paid in the years ended December 31, 2024 2025, 2024, and 2023; $0.3 billion for dividends paid in the year ended December 31, 2022; and $10.0 billion in connection with the ASR in the year ended December 31, 2023.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
(a)Includes $6.4 billion, $3.0 billion and $5.0 billion in the years year ended December 31, 2024, 2023 and 2022 for 2025 driven primarily by purchases of, and collections on, wholesale finance receivables from GM and collection of intercompany loans to Cruise; and $(6.4) billion and $(3.0) billion in the years ended December 31, 2024 and 2023 driven primarily by purchases of, and collections on, wholesale finance receivables, which are eliminated within the consolidated statements of cash flows.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
December 31, 2025 December 31, 2024 December 31, 2023 Cash Cash, cash equivalents, and cash equivalents marketable securities $ 5.9 $ 5.1 $ 5.3 Borrowing Available capacity on unpledged eligible assets under secured credit facilities 25.9 21.5 21.9 Borrowing capacity on Available under committed unsecured lines of credit facilities 1.0 0.7 0.7 Borrowing capacity on Available under revolving credit facility, exclusive to GM Financial 2.0 2.0 Total GM Financial available liquidity $ 34.8 $ 29.3 $ 29.9
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
(1) (2) increased finance charge leased vehicle income of $1.5 $0.5 billion primarily due to an increase in the effective yield resulting from higher average interest rates on new loans and growth in the size balance of the leased vehicles portfolio; and (2) (3) increased other income of $0.2 billion primarily due to higher investment income resulting from an increase in the average investment balance earned premiums and growth in fees on vehicle protection contracts.
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
Years Ended December 31, 2025 vs. 2024 vs. 2023 Change 2025 2024 2023 2022 Operating Activities Net income $ 1.1 $ 6.6 $ 10.1 $ 8.5 $ (3.5) (5.6) Depreciation, amortization amortization, and impairment charges 9.6 6.5 6.8 6.3 (0.3) 3.0 Pension and OPEB activities (0.5) (1.4) (1.0) (2.0) (0.4) 0.9 Working capital (1.2) 1.5 (0.4) 0.5 1.9 (2.7) Accrued and other liabilities and income taxes 5.2 6.3 4.1 3.1 2.2 (1.1) Other(a) 4.6 4.4 1.2 2.7 3.2 0.2 Net automotive cash provided by (used in) operating activities(b) $ 18.7 $ 23.9 $ 20.8 $ 19.1 $ 3.1 (5.2)
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
Plans(a) Effect on 2025 2026 Pension Expense Effect on December 31, 2024 2025 PBO Effect on 2025 2026 Pension Expense Effect on December 31, 2024 2025 PBO 25 basis point decrease in discount rate -$50 +$767 -$4 +$256 -$53 +$737 +$2 +$251 25 basis point increase in discount rate +$47 -$741 +$7 -$245 +$51 -$712 -$2 -$241 25 basis point decrease in expected rate of ROA +$99 +$94 N/A +$23 N/A 25 basis point increase in expected rate of ROA -$99 -$94 N/A -$23 N/A
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
Years Ended December 31, 2025 2024 2023 2022 Income before income taxes Income tax expense Effective tax rate Income before income taxes Income tax expense Effective tax rate Income before income taxes Income tax expense Effective tax rate Effective tax rate $ 3,117 $ 338 10.8% $ 8,519 $ 2,556 30.0% $ 10,403 $ 563 5.4% $ 11,597 $ 1,888 16.3% Adjustments(a) 9,839 2,115 6,564 477 1,916 504 2,221 423 Tax adjustments(b) — — 870 482 ETR-adjusted $ 12,956 $ 2,453 18.9% $ 15,083 $ 3,033 20.1% $ 12,319 $ 1,937 15.7% $ 13,818 $ 2,793 20.2%
Read it in 10-K 2026-01-27 at sec.gov ↗
RewordedMD&A
For the year ending December 31, 2025, 2026, we expect earnings per share (EPS)-diluted and EPS-diluted-adjusted of between $11.00 and $12.00, $13.00, Net income attributable to stockholders of between $11.2 $10.3 billion and $12.5 $11.7 billion, and EBIT-adjusted of between $13.0 billion and earnings before interest and taxes (EBIT)-adjusted of between $13.7 billion and $15.7 $15.0 billion.
Read it in 10-K 2026-01-27 at sec.gov ↗
Quiet changesMD&A
GM Financial structures generally targets liquidity levels 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.
Read it in 10-K 2026-01-27 at sec.gov ↗
