What changed in this filing

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Item 1A. Risk Factors

2025-01-28 compared with 2024-01-30 · 115 added, 97 removed, 240 unchanged (47% of the section changed)

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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 and commercialize new products and services, including products and services that are outside of our historically core ICE business, such as EVs and AVs, software-enabled connected services and other new businesses.

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.

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Further, if we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not adequately prepare for and respond to new kinds of technological innovations, market developments and changing customer needs and preferences, our sales, profitability and long-term competitiveness may be materially harmed.

Our ability to attract and retain talented, diverse and highly skilled employees is critical to our success and competitiveness.

Our success depends on our ability to recruit and retain talented and diverse employees who are highly skilled

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in their areas.

Our ability to attract and retain talented and highly skilled employees is critical to our success and competitiveness.

Attracting and retaining employees who are highly skilled in their areas is critical to thriving in an increasingly competitive landscape.

In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex and our success in this area is dependent upon our ability to retain and recruit the best talent.

The market for highly skilled workers and leaders in our industry is extremely competitive.

In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations, such as embracing sustainability and diversity, equity and inclusion initiatives.

Failure to attract, hire, develop, motivate and retain highly qualified and diverse employees could disrupt our operations and adversely affect our strategic plans.

Failure to attract, hire, develop, motivate and retain highly qualified employees could disrupt our operations and adversely affect our strategic plans.

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.

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The production and profitable sale of EVs has become increasingly important to our long-term business as we continue our transition to an all-electric future.

Our EV strategy is dependent on our ability to deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands;

scale our EV manufacturing capabilities;

reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs;

increase vehicle range and the energy density of our batteries;

efficiently source sufficient materials for the manufacture of battery cells;

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.

Our EV strategy is dependent on our ability to (i) deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands;

(ii) scale our EV manufacturing capabilities;

(iii) reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs;

(iv) increase vehicle range and the rate of charge and energy density of our batteries;

(v) efficiently source sufficient materials for the manufacture of battery cells;

(vi) license and monetize our proprietary platforms and related innovations;

(vii) successfully invest in new technologies relative to our peers;

(viii) develop new software and services;

and (ix) leverage our scale, manufacturing capabilities and synergies with existing ICE vehicles.

Our progress towards these objectives has impacted, and may continue to impact, the need to record losses on our EV-related inventory, including battery cells.

In addition, the success of our long-term strategy is dependent on consumer adoption of EVs.

Consumer adoption of EVs could be impacted by numerous factors, including the breadth of the portfolio of EVs available;

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.

The success of our long-term strategy is dependent on consumer adoption of EVs.

Consumer adoption of EVs has been slower than anticipated, and has been and in the future could be impacted by numerous factors, including the breadth of the portfolio of EVs available;

perceptions about EV features, quality, safety, performance and cost relative to ICE vehicles;

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cost and availability of high fuel-economy ICE vehicles;

volatility in energy prices due to increased demand and investments to support electrification efforts;

volatility, or a sustained decrease, in the cost of petroleum-based fuel;

failure by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater availability of cleaner energy grids and EV charging stations, and to provide meaningful and fully utilizable economic incentives promoting the adoption of EVs, including production and consumer credits contemplated by the Inflation Reduction Act (IRA);

failure by governments and other third parties to make the investments necessary to make infrastructure improvements, such as greater availability of EV charging stations, and to provide meaningful and fully utilizable economic incentives promoting the adoption of EVs, including production and consumer credits contemplated by the Inflation Reduction Act (IRA);

and negative feedback from stakeholders impacting investor and consumer confidence in our company or industry.

If industry-wide adoption rates continue to be lower than anticipated, we may take portfolio actions to better match the pace of EV adoption, such as not fully utilizing or reducing the capacity of our existing or future plants or reducing production hours or shifts, and we may become subject to claims by suppliers as a result of such actions.

We may be unable to successfully deliver on our EV strategy, which could materially and adversely affect our results of operations, financial condition and growth prospects, and could negatively impact our brand and reputation.

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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."

Our near-term profitability is dependent upon the success of our current line of ICE vehicles, particularly our full-size ICE SUVs and full-size ICE pickup trucks.

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We are also using the cash generated by our ICE vehicles to fund our growth strategy, including with respect to 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 (such as related to the ongoing conflicts in Ukraine and Gaza), concerns about fuel consumption or GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles.

More stringent fuel economy

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regulations could also impact our ability to sell these vehicles or could result in additional costs associated with these vehicles, which could be material.

Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability (such as related to the ongoing conflicts in Eastern Europe and the Middle East), concerns about fuel consumption or GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles.

More stringent fuel economy regulations could also impact our ability to sell these vehicles or could result in additional costs associated with these vehicles, which could be material.

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.”

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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, despite the fact that OEMs have experienced supply constraints in recent years due to the COVID-19 pandemic and certain supply chain and logistics challenges, overall manufacturing capacity in the automotive industry has historically far exceeded demand, and we expect conditions to normalize in the near term.

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.

Supply chain and logistics challenges may occur as a result of geopolitical and/or policy actions.

In addition, we have made, and plan to continue to make, significant investments in EV manufacturing capacity based on our expectations for long-term EV demand, which is subject to various risks and uncertainties as described above.

Our transition to EVs will also require developing a more resilient, scalable and sustainable North American-focused EV supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain.

These EV-related agreements may require us to hold higher than normal levels of EV raw materials inventory and to make long-term commitments to purchase raw materials.

Expected demand for these raw materials currently exceeds the North American capacity of the existing supply chain.

If we are not successful in developing our North America supply chain, our operating results and profitability could be negatively impacted.

Many manufacturers, including GM, have relatively high fixed labor costs as well as limitations on their ability to efficiently close facilities and reduce fixed costs, including as a result of collective bargaining agreements.

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Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key emerging markets and have begun offering their products in established markets, as well as a low-cost alternative to established entry-level automobiles.

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, including the various regulatory approvals and permits required for operating driverless AVs in multiple markets.

Cruise Holdings, our majority-owned subsidiary, is pursuing 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;

Similarly, the potential imposition of tariffs may lead to further challenges for GM and its joint venture partners.

We recently announced plans to refocus our AV strategy on personal vehicles and the execution of this strategy is dependent upon our ability to successfully mitigate unique technological, operational and regulatory risks.

Cruise Holdings,

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our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application.

In December 2024, we announced plans to refocus our autonomous driving strategy on personal vehicles and that we would no longer fund Cruise's robotaxi development work.

We are pursuing the acquisition of the noncontrolling interests in Cruise, and as of December 31, 2024, we owned about 97% of Cruise.

Following the acquisition of the noncontrolling interests and subject to approval of the Cruise Board of Directors, we expect to work with the Cruise leadership team to restructure Cruise's operations and combine the GM and Cruise technical efforts to build on the success of Super Cruise, our ADAS technology, and prioritize the development of ADAS on a path to fully autonomous personal vehicles.

While we expect our refocused AV strategy to be less capital intensive than the Cruise robotaxi plan, we expect that our AV and ADAS development activities will continue to require significant capital investments and remain subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware;

attract and retain key software talent with expertise in artificial intelligence and machine learning;

access to sufficient capital;

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, reputation of our brand, achievement of adequate safety and other performance standards and compliance with uncertain, evolving and potentially conflicting federal, state, provincial or local regulations.

In addition, we face risks related to the commercial deployment of AVs, including consumer acceptance, reputation of our brand, achievement of adequate safety and other performance standards and compliance with uncertain, evolving and potentially conflicting federal, state, provincial or local regulations.

Advanced technologies such as 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, and our relationships with regulators, 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.

In order for Cruise to successfully execute its business plan and achieve its revenue targets, legislation and regulations must evolve to permit widespread commercial AV deployment.

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.

In October 2023, a hit-and-run accident involving a pedestrian and a third-party vehicle occurred, which resulted in the pedestrian being thrown into the path of a Cruise AV.

During the resulting investigation, regulators perceived that Cruise representatives were not explicit about a secondary movement of the Cruise AV and, as a result, the California DMV suspended Cruise's permits to operate AVs in California without a safety driver.

Shortly thereafter, Cruise voluntarily paused all of its driverless, supervised and manual AV operations in the U.S.

while it examines its processes, systems and tools.

This orderly pause is designed to rebuild public trust while Cruise undertakes a comprehensive safety review.

In addition, certain federal and state agencies, including the California DMV, the California Public Utilities Commission, NHTSA, the U.S.

Department of

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Justice and the SEC, have opened investigations or made inquiries in connection with the incident.

We and Cruise are investigating these matters internally and intend to cooperate with all government regulators and agencies in connection with these matters.

At this time, we are not able to predict when Cruise will resume driverless testing or commercial AV operations.

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, rising societal expectations on companies to address climate change, requirements for increased disclosure and changes in consumer and investor preferences may result in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements, risks to our reputation and the potential for increased litigation and governmental investigations.

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.

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and abroad there are an increasing number of sustainability-related rules and regulations that have been adopted or proposed.

Such regulations may subject us to new disclosure requirements, new supply chain requirements, new trade restrictions and increased risk of litigation or regulatory action, which could result in increased costs (in our operations and supply chain) and risks to our reputation or consumer demand for our products if we do not meet increasingly demanding stakeholder expectations and standards.

Such regulations are expected to subject us to new disclosure requirements, new supply chain requirements, new trade restrictions and increased risk of litigation or regulatory action, which are expected to result in increased costs (in our operations and supply chain), as well as risks to our reputation or consumer demand for our products if we do not meet increasingly demanding stakeholder expectations and standards.

Furthermore, our practices may be judged against sustainability standards that are continually evolving and not always clear.

Prevailing sustainability standards, expectations and regulations may also reflect contrasting or conflicting values or agendas.

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 are using to fund our growth strategy and transition to EVs;

Part of our strategy to address these risks includes the continued scaling of EVs, which presents additional risks, including reduced demand for, and therefore profits from, our ICE vehicles, which we are currently using to fund our growth strategy and transition to EVs;

higher costs or reduced availability of materials related to EV technologies, whether as a result of increased competition or more stringent regulatory requirements, impacting profitability, particularly with respect to batteries and battery raw material;

risks related to the success of our EV strategy, particularly with respect to advancement of battery cell technology, charging infrastructure and competition;

and uncertainty over how EVs will be treated under upcoming CAFE regulations.

and uncertainty over treatment of EVs in vehicle emission standards.

See “Our long-term strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs” and “Our near-term profitability is dependent upon the success of our current line of full-size ICE SUVs and full-size ICE pickup trucks.”

Finally, increased intensity, frequency or duration of storms, droughts, wildfires or other severe weather events as a result of climate change may disrupt our production and the production, logistics, cost and procurement of products from our suppliers and timely delivery of vehicles to customers, and could negatively impact working conditions at our plants and those of our suppliers.

Such weather events may also adversely impact the financial condition of our customers, and thereby reduce demand for our products and services.

Finally, increased intensity, frequency or duration of storms, droughts, wildfires or other severe weather events as a result of climate change may disrupt our production and the production, logistics, cost and procurement of products from our suppliers, timely delivery of vehicles to customers and operations of our dealers, and could negatively impact working conditions at our plants and those of our suppliers and dealers.

Such weather events may also adversely impact the financial condition of our

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customers, and thereby reduce demand for our products and services.

Any of the foregoing could have a material adverse effect on our financial condition and results of operations.

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Inflationary pressures and persistently 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, including as a result of inflation and rising interest rates, for commodities, raw materials, energy or other inputs that we and our suppliers use in manufacturing products, systems, components and parts, such as steel, precious metals, non-ferrous metals, critical minerals or other similar raw materials, or increases in logistics and related costs, have led and may

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continue to lead to higher production costs for parts, components and vehicles.

In addition, elevated cost, or reduced availability, of critical materials for our EV propulsion systems, including lithium, nickel, cobalt and certain rare earth metals, could lead to higher production costs for our EVs and could impede our ability to successfully deliver on our EV strategy.

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Geopolitical risk, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S.

dollar and other economic and political factors have created and may continue to create pricing pressure for commodities, raw materials, energy and other inputs.

dollar and other economic, regulatory and political factors have created and may continue to create pricing pressure for commodities, raw materials, energy and other inputs.

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.

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Our business in China is subject to aggressive competition from many of the largest global manufacturers and numerous domestic manufacturers, which have experienced significant growth in customer acceptance, 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 while achieving industry-leading affordability.

Over the last several years, this intense competition and an increasingly challenging operating environment negatively impacted the profitability of our operations in China, our China JVs' ability to grow vehicle sales in China and our ability to generate sustainable equity income from our China JVs.

As a result, in December 2024, our Board of Directors determined there to be a material loss in value of our investments in certain of the China JVs.

Updated business forecasts and recent restructuring actions to address continuing market challenges and competitive conditions have indicated that the loss in value is other-than-temporary for our equity interests in SAIC General Motors Corporation Limited (SGM), certain SGM subsidiaries and SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC).

As a result, we recorded an other-than-temporary impairment of our equity interests of $2.4 billion in the year ended December 31, 2024.

We also recorded additional equity losses of $2.0 billion resulting from the implementation of these restructuring actions, which includes plant closures and portfolio optimization, in the year ended December 31, 2024.

These charges are non-cash in nature.

We expect SGM will likely incur additional restructuring charges in 2025.

We cannot guarantee that the restructuring actions will be successful in our China JVs achieving long-term profitability or that additional, material restructuring actions will not be required.

Our ability to fully deploy our technologies in China may be impacted by evolving laws and regulations in the U.S.

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Increased competition, continued U.S.-China trade tensions, weakening economic conditions in China or China's level of integration with key components in our global supply chain, among other factors, may result in cost increases, price reductions, reduced sales, profitability and margins, and challenges to gaining or holding market share.

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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.

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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, 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.

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.

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and Canada, are carried out by joint ventures.

Our primary joint venture agreement for our China JVs expires in 2027, and we expect to shortly begin negotiations with our partner for a new agreement.

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, business incentives or resources as we do and may compete with us outside the joint venture.

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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, because most of the benefits

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from a successful joint venture are shared among the co-owners, we do not receive all the benefits from our successful joint ventures.

Further, because most of the benefits from a successful joint venture are shared among the co-owners, 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.

As a result, we may be unable to prevent violations of applicable laws or other misconduct by a joint venture, adverse human rights or other impacts or the failure to satisfy contractual obligations by one or more parties.

Moreover, a joint venture may not be subject to the same financial reporting, corporate governance or compliance approaches that we follow.

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(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 (including with respect to full utilization of the incentives contemplated by the IRA);

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terms in a manner consistent with our business objectives (including with respect to full utilization of the incentives contemplated by the IRA);

(4) political uncertainty, instability, civil unrest, government controls over certain sectors or human rights concerns;

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(7) new or evolving non-tariff barriers or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or impediments to implementing free trade agreements, or preferences of foreign nationals for domestically manufactured products;

(8) changes in foreign currency exchange rates, particularly in Argentina, and interest rates;

(8) changes in foreign currency exchange rates and interest rates;

(9) economic downturns or significant changes in macroeconomic conditions in the countries in which we operate;

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(11) impact of changes to and compliance with U.S.

and foreign countries’ export controls, economic sanctions and other similar measures;

and foreign countries’ export controls, economic sanctions, import controls, foreign investment and other similar measures;

(12) impacts on our operations or liabilities resulting from U.S.

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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 new facility needed to replace an inoperable manufacturing facility would need to comply with the necessary regulatory requirements and applicable labor agreements, need to satisfy our specialized manufacturing requirements and require specialized equipment.

In addition, 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.

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Disruption in our suppliers’ operations have disrupted, and could in the future disrupt, our production schedule.

Our automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw

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materials and parts that we need to manufacture our products.

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.

Other than with respect to certain of our offtake agreements with battery raw material suppliers, our use of “just-in-time” manufacturing processes typically allows us to maintain minimal inventory.

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Pandemics, epidemics or disease outbreaks in the U.S.

or globally, such as the COVID-19 pandemic, have previously disrupted, and may in the future disrupt, our business, which could materially affect our results of operations, financial condition, liquidity and future expectations.

or globally, such as the COVID-19 pandemic, have previously disrupted, and may in the future disrupt, our business, which could materially affect our results of operations,

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financial condition, liquidity and future expectations.

Any such events may adversely impact our global supply chain and global manufacturing operations and cause us to suspend our operations in the affected markets.

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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, cyberattacks 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

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processing and maintenance of the information processed by these systems and products, is critical to our business operations and strategy.

Security breaches, cyberattacks and other disruptions to information technology systems and networked products, including connected vehicles, owned or maintained by us, GM Financial, service providers, such as data processors, or third parties, such as vendors or suppliers, could interfere with our operations and could compromise the confidentiality of private customer data or our proprietary information.

We rely upon information technology systems and manufacture networked and connected products, some of which are managed by third parties, to collect, process, transmit, use, protect and store electronic information and to manage or support a variety of our business processes, activities and products.

Additionally, we and GM Financial collect, process, transmit, use, protect and store confidential data, including intellectual property and proprietary business information (including that of our dealers and suppliers), as well as personally identifiable information of our customers and employees, in data centers and on information technology networks (including networks that may be controlled or maintained by third parties).

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.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the service providers or third parties that facilitate our business activities, including vendors, 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 intrusion, damage, disruptions or shutdowns caused by attacks by hackers, computer viruses or worms, malware (including “ransomware”), phishing attacks, denial of service attacks or breaches due to errors, negligence or malfeasance by employees, contractors and others who have access to these systems and products.

Techniques used in cyberattacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated.

Despite our security measures and business continuity plans, our information technology systems and networked and connected products may be vulnerable to intrusions, damage, disruptions or shutdowns caused by attacks by hackers, computer viruses or worms, malware (including “ransomware”), phishing attacks, spyware, denial of service attacks and/or breaches due to errors, negligence or malfeasance by employees, contractors, vendors and others who have access to these systems and products.

In addition, cybersecurity threat actors are increasingly sophisticated and are targeting employees, contractors, service providers and third parties through various techniques that involve social engineering and/or misrepresentation.

Techniques used in cyberattacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligence and machine learning.

Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyberattacks during periods of geopolitical conflict.

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.

The occurrence of any of these events could compromise the confidentiality, operational integrity and accessibility of these systems and products and the data that

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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 or regulatory penalties and related costs under laws protecting the privacy of personal information;

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;

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However, hackers and other malicious actors have reportedly attempted, and may attempt in the future, to gain unauthorized access to modify, alter and use networks, vehicle software or their systems to gain control of, or to change, our vehicles’ functionality, user interface and performance characteristics, or to gain access to data stored in or generated by the vehicle.

Any unauthorized access to, or control of, our vehicles or their systems or any unauthorized access to or loss of data could adversely impact the safety of our customers or result in failure of our systems, any of which could result in interruptions to our business, 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.

Any unauthorized access to, or control of, our vehicles or their systems or any unauthorized access to, acquisition of or loss of data could adversely impact the safety of our customers or result in failure of our systems, any of which could result in interruptions to our business, legal claims or proceedings, liability or regulatory penalties.

Laws that would permit third-party access to vehicle data and related systems, including "right to repair" laws, 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 or data, as well as other factors that may result in the perception that our vehicles or their systems or data are capable of being "hacked" and lack appropriate safety controls, could negatively affect our brand and harm our reputation, which could adversely impact our business and operating results.

Our enterprise data practices, including the collection, use, sharing and security of the personal information of our customers, employees and suppliers, are subject to increasingly complex and restrictive regulations in all key market regions .

Under these regulations, which include the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and the EU's General Data Protection Regulation 2016/679, the U.K.

Data Protection Act of 2018, and other international data protection, privacy, data security, data localization and similar national, state, provincial, and local laws, the failure to maintain compliant data practices could result in consumer complaints and regulatory inquiry, resulting in civil or criminal penalties, as well as have a negative impact on our brand or result in 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.

Our enterprise data practices, including the collection, use, sharing and security of the personal or other information of our customers, employees and suppliers, are subject to increasingly complex and restrictive regulations in all key market regions .

Data privacy and protection and unfair and deceptive practice laws and similar regulations in many jurisdictions where we do business require that we take significant steps to safeguard such personal information, and these laws and regulations continue to evolve.

Under these regulations, which include, but are not limited to, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, the EU's General Data Protection Regulation 2016/679, the U.K.

Data Protection Act of 2018, and other international data protection, privacy, data security, data localization and similar national, state, provincial, and local laws, the failure to maintain compliant data practices could result in consumer complaints, private litigation and regulatory inquiry resulting in civil or criminal penalties, as well as have a negative impact on our brand or result in other harm to our business.

In addition, increased consumer sensitivity to real or perceived failures in establishing, implementing and 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.

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Complying with these new laws has significantly increased, and may continue to increase, our operating costs and is driving increased complexity in our operations.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Risks related to government regulations and litigation

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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 vehicles in certain major jurisdictions, and these standards are often not harmonized across jurisdictions.

Meeting the requirements of these regulations is costly, often technologically challenging and may require phase-out of ICE vehicles 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 increased penalties, purchase additional credits from our competitors 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.

Specifically, fuel economy and GHG emission regulations at the federal, state or local level or in international jurisdictions could require us to further limit the sale of certain profitable ICE products in current and future years, subsidize the sale of less profitable ones, change our manufacturing processes, pay increased penalties, purchase additional credits from our competitors or undertake other activities that may require us to incur additional expense, which may be material.

These requirements may increase the cost of, and/or

GENERAL MOTORS COMPANY AND SUBSIDIARIES

diminish demand for, our vehicles.

These regulatory requirements, among others, could significantly affect our plans for global product development and, given the uncertainty surrounding enforcement and regulatory definitions and interpretations, may result in substantial costs, including civil or criminal penalties.

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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.

In the current uncertain regulatory framework, compliance costs under existing and potential new regulations for which we may be responsible and that are not reasonably estimable could be substantial.

Alleged violations of fuel economy or vehicle emission standards could result in legal proceedings, the recall of one or more of our products, negotiated remedial actions, fines and penalties, restricted product offerings or a combination of any of those items.

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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.

and elsewhere involving various issues, including product liability lawsuits, warranty litigation, class action litigations alleging product defects, emissions litigation, privacy matters, stockholder litigation, labor and employment litigation and claims and actions arising from restructurings and divestitures of operations and assets.

In addition, we are subject to various governmental proceedings and investigations.

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For a further discussion of certain of these matters, refer to Note 16 to our consolidated financial statements.

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The costs and effect on our reputation of product safety recalls and alleged defects in products and services could materially adversely affect our business.

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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.

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

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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.

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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 (for example, 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 (in particular, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.

In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S.

and other countries in which we do business (for example, the IRA and the Organisation for Economic Co-Operation and Development proposals, including the introduction of global minimum tax standards), the possibility of tax controversy related to adverse determinations with respect to the application of existing laws (for example, with respect to full realization of the incentives contemplated by the IRA), changes in our business or structure and changes in the valuation of our deferred tax assets and liabilities.

Any unfavorable resolution of these and other uncertainties may have a significant adverse impact on our tax rate and results of operations.

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Laws in the financial services industry are designed primarily for the protection of consumers.

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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.

The failure to comply with these laws could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, revocation of licenses and damage to reputation, brand and valued customer relationships.

Risks related to defined benefit pension plans

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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.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Our future funding requirements for our defined benefit pension plans depend upon the future performance of assets placed in trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plans and any changes in laws and regulations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors