AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Repeated pickup and unusually prolonged SUV leadership, reinforced by favorable realized pricing, support a demonstrated brand advantage in specific franchises. They do not establish company-wide cost leadership.
durability · 3/4 · The disclosed leadership history demonstrates persistence across product cycles. Durability remains conditional on continued successful model introductions and is strongest in full-size SUVs.
customer dependency · 1/4 · Leadership and reported loyalty indicate preference, but customers can choose competing models and features. Growing subscriptions demonstrate engagement without establishing customer dependence or material switching friction.
erosion resilience · 2/4 · North American demand and pricing have remained favorable, but EV realignment losses show uneven resilience across the portfolio. Historical industry excess capacity remains a structural threat, rather than proof of current pricing deterioration.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · GMNA reported a favorable $0.6 billion price contribution in both the second quarter and first half of 2026, attributing quarterly pricing to lean dealer inventory and strong demand. This demonstrates current pricing strength, with limited evidence of persistence through a full cycle.
retention · 2/4 · Longstanding vehicle leadership and growing OnStar and Super Cruise subscriber populations indirectly support continuing demand and engagement. These are operating proxies, not measured repeat-purchase or renewal rates.
margin resilience · 2/4 · GMNA adjusted earnings and margins improved with favorable price and cost contributions, while consolidated first-half operating income fell from $5.479 billion to $4.385 billion. EV charges materially weaken the broader resilience assessment.
contractual freedom · 2/4 · Brand-, model- and region-specific incentive programs with adjustable durations demonstrate tactical commercial discretion. Dealer contracts and franchise laws constrain relationship changes; unrestricted pricing or contractual inflation pass-through is not established.
Predictability90
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 10.33
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.99
Financial strength17
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 7.27
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 27.74
- currentRatioGrade
- 33.22
- Debt / FCF (x)
- 7.49
- Net debt / operating income (x)
- 38.03
- Current ratio (x)
- 1.17
- cashInterestPaid
- 6631.00
- cashInterestCoverage
- 4.05
Capital allocation80
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 4.80
- 3-year average dilution (%)
- -12.74
- 3-year average SBC / revenue (%)
- 0.20
- cashConversionGrade
- 100.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Positive operating cash generation, lower cash property expenditures and completed repurchases demonstrate active capital management. However, large EV write-downs, contractual losses and $4.1 billion of related first-half cash outflows reveal costly prior commitments. Consolidated cash flows include financing operations and are not automotive free cash flow.
incentive alignment · 2/4 · Actual multiyear awards, performance-dependent vesting, ownership requirements, clawbacks and hedging restrictions support alignment. The completed PSU cycle paid 162% despite mixed EV outcomes, and a $3.8 billion tariff adjustment increased the cash-flow result used for annual compensation, limiting confidence in strict outcome alignment.
execution · 2/4 · Vehicle leadership, subscriber growth and improved GMNA adjusted results demonstrate operating achievements. These indirect indicators of execution are offset by major EV realignment losses and declining consolidated operating income.
governance · 3/4 · Disclosed independent committees, annual elections, majority voting, shareholder meeting rights, one-share-one-vote and substantive lead-director powers support strong governance arrangements. Combined chair and CEO roles and issuer-only evidence limit conclusions about oversight effectiveness.
Evidence
Performance Highlights U.S. Market Leader #1 in total sales with 2.9M deliveries #1 in full-size pickup trucks for 6th straight year #1 in full-size SUVs for 51st year •Deferred revenue from OnStar services, including Super Cruise, was $5.4B at the end of 2025; up 65% year-over-year •Full-year EV sales rose 48% year-over- year and GM remained #2 in the U.S.
Proxy Summary / 2025 Performance Highlights · Filed 20/04/2026
34 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES GM North America Three Months Ended Favorable/ (Unfavorable) % Variance Due To June 30, 2026 June 30, 2025 Volume Mix Price Cost Other (Dollars in billions) Total net sales and revenue $ 39,912 $ 39,486 $ 426 1.1 % $ — $ (0.5) $ 0.6 $ 0.4 EBIT-adjusted $ 3,446 $ 2,415 $ 1,030 42.7 % $ — $ 0.2 $ 0.6 $ 0.4 $ (0.2) EBIT-adjusted margin 8.6 % 6.1 % 2.5 % (Vehicles in thousands) Wholesale vehicle sales 848 849 (1) (0.1) % Six Months Ended Favorable/ (Unfavorable) % Variance Due To June 30, 2026 June 30, 2025 Volume Mix Price Cost Other (Dollars in billions) Total net sales and revenue $ 76,312 $ 76,873 $ (561) (0.7) % $ (1.4) $ (0.7) $ 0.6 $ 0.9 EBIT-adjusted $ 7,107 $ 5,702 $ 1,405 24.6 % $ (0.4) $ 0.3 $ 0.6 $ 0.7 $ 0.2 EBIT-adjusted margin 9.3 % 7.4 % 1.9 % (Vehicles in thousands) Wholesale vehicle sales 1,641 1,676 (35) (2.1) % GMNA Total Net Sales and Revenue In the three months ended June 30, 2026, Total net sales and revenue increased primarily due to: (1) favorable Price as a result of lean dealer inventory levels due to strong demand for our products; and (2) favorable Other due to increased revenue of software-enabled services and subscriptions and net foreign currency changes; partially offset by (3) unfavorable Mix associated with decreased sales of crossover vehicles, including EVs, and increased sales of cars and full-size SUVs, partially offset by decreased sales of mid-size pickup trucks and vans.
MD&A / GM North America / pricing and operating variance analysis · Filed 21/07/2026
Vehicle Portfolio Our internal combustion engine (ICE) portfolio is a key driver of financial and market performance and customer loyalty led by our full-size trucks and sport utility vehicles (SUVs).
Business / Vehicle Portfolio / ICE portfolio and customer loyalty · Filed 27/01/2026
We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features, at decreasing price points, designed to meet rapidly evolving consumer expectations.
Risk Factors / competing vehicle models and decreasing price points · Filed 27/01/2026
We operate in a highly competitive industry that has historically had excess manufacturing capacity, and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market share, and results of operations.
Risk Factors / competition and historical excess manufacturing capacity · Filed 27/01/2026
The increased prices of oil and gasoline will increase energy and transportation costs across our supply chain and, if prolonged, could shift consumer preferences toward smaller, more fuel-efficient vehicles, which could weaken the demand for our higher margin vehicles, such as full-size ICE SUVs and pickup trucks.
Risk Factors / fuel prices and potential changes in vehicle preferences · Filed 28/04/2026
During the year ended December 31, 2025, we recorded charges of $7.9 billion in GMNA related to our EV strategic realignment.
MD&A / Liquidity and Capital Resources / 2025 EV strategic realignment charges · Filed 21/07/2026
In the six months ended June 30, 2026, we recorded additional net charges of $3.4 billion, primarily related to $2.4 billion for ongoing commercial negotiations with our supply base and joint venture partners, $1.1 billion of losses on contractual supply agreements, and $0.5 billion associated with compliance-related assets, net of $0.7 billion of recoveries under a cost sharing arrangement.
MD&A / Liquidity and Capital Resources / additional first-half 2026 EV charges · Filed 21/07/2026
Condensed Consolidated Financial Statements CONDENSED CONSOLIDATED INCOME STATEMENTS (In millions, except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net sales and revenue Automotive $ 43,762 $ 42,869 $ 83,111 $ 82,730 GM Financial 4,264 4,253 8,539 8,412 Total net sales and revenue (Note 2) 48,026 47,122 91,650 91,141 Costs and expenses Automotive and other cost of sales 40,696 39,289 75,724 74,480 GM Financial interest, operating, and other expenses 3,674 3,567 7,275 7,058 Automotive and other selling, general, and administrative expense 2,197 2,139 4,266 4,124 Total costs and expenses 46,567 44,995 87,265 85,662 Operating income (loss) 1,459 2,127 4,385 5,479 Automotive interest expense 151 198 309 350 Interest income and other non-operating income, net 223 366 530 676 Equity income (loss) (Note 7) 36 80 309 142 Income (loss) before income taxes 1,568 2,375 4,915 5,946 Income tax expense (benefit) (Note 14) 214 481 856 1,199 Net income (loss) 1,354 1,894 4,058 4,747 Net loss (income) attributable to noncontrolling interests (48) 1 (126) (68) Net income (loss) attributable to stockholders $ 1,305 $ 1,895 $ 3,932 $ 4,680 Net income (loss) attributable to common stockholders $ 1,287 $ 1,865 $ 3,901 $ 5,224 Earnings per share (Note 17) Basic earnings per common share $ 1.44 $ 1.94 $ 4.32 $ 5.35 Weighted-average common shares outstanding – basic 896 963 904 976 Diluted earnings per common share $ 1.41 $ 1.91 $ 4.25 $ 5.28 Weighted-average common shares outstanding – diluted 910 976 918 989 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) (Unaudited) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net income (loss) $ 1,354 $ 1,894 $ 4,058 $ 4,747 Other comprehensive income (loss), net of tax (Note 16) Foreign currency translation adjustments and other 111 440 (26) 628 Defined benefit plans 37 (142) 109 (179) Unrealized gain (loss) on hedges (45) (15) 18 (32) Other comprehensive income (loss), net of tax 103 283 101 417 Comprehensive income (loss) 1,457 2,177 4,160 5,164 Comprehensive loss (income) attributable to noncontrolling interests (58) (91) (68) (163) Comprehensive income (loss) attributable to stockholders $ 1,399 $ 2,086 $ 4,091 $ 5,001 Reference should be made to the notes to condensed consolidated financial statements.
Condensed Consolidated Income Statements / second quarter and first half 2026 · Filed 21/07/2026
We also accelerated our high-margin software and services lines of business, which included a record 12 million global subscribers for OnStar and nearly 80 percent year-over-year growth for Super Cruise to more than 620,000 subscribers, together driving over $5.4 billion in deferred revenue at the end of 2025.
Shareholder letter / OnStar and Super Cruise subscribers and deferred revenue · Filed 20/04/2026
Incentive programs are generally specific to brand, model, or sales region and are for specified time periods, which may be extended.
Critical Accounting Estimates / sales incentive program scope and duration · Filed 27/01/2026
In addition to the terms of our contracts with our dealers, we are regulated by various country and state franchise laws and regulations that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer network changes, pursuing terminations for cause, and other contractual matters.
Business / dealer contracts and franchise law restrictions · Filed 27/01/2026
2 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) Six Months Ended June 30, 2026 June 30, 2025 Cash flows from operating activities Net income (loss) $ 4,058 $ 4,747 Depreciation and impairment of Equipment on operating leases, net 2,647 2,438 Depreciation, amortization, and impairment charges on Property, net 3,486 3,537 Foreign currency remeasurement and transaction (gains) losses 30 262 Undistributed earnings of nonconsolidated affiliates, net 93 583 Pension contributions and OPEB payments (432) (309) Pension and OPEB (income) expense, net 22 32 Provision (benefit) for deferred taxes 289 205 Change in other operating assets and liabilities (891) 1,473 Net cash provided by (used in) operating activities 9,304 12,969 Cash flows from investing activities Expenditures for property (3,454) (3,953) Available-for-sale marketable securities, acquisitions (1,511) (1,248) Available-for-sale marketable securities, liquidations 3,644 1,719 Purchases of finance receivables (18,736) (19,275) Principal collections and recoveries on finance receivables 17,713 17,286 Purchases of leased vehicles (6,591) (8,591) Proceeds from termination of leased vehicles 5,549 5,326 Other investing activities (97) (2,422) Net cash provided by (used in) investing activities (3,483) (11,158) Cash flows from financing activities Net increase (decrease) in short-term debt (16) 29 Proceeds from issuance of debt (original maturities greater than three months) 23,350 30,668 Payments on debt (original maturities greater than three months) (25,696) (27,316) Payments to purchase common stock (Note 16) (2,800) (2,012) Issuance (redemption) of subsidiary stock (Note 16) — (29) Dividends paid (831) (319) Other financing activities (452) (322) Net cash provided by (used in) financing activities (6,445) 699 Effect of exchange rate changes on cash, cash equivalents, and restricted cash (83) 327 Net increase (decrease) in cash, cash equivalents, and restricted cash (708) 2,836 Cash, cash equivalents, and restricted cash at beginning of period 24,284 22,964 Cash, cash equivalents, and restricted cash at end of period $ 23,576 $ 25,800 Significant non-cash investing and financing activity Non-cash property additions $ 5,036 $ 3,443 Reference should be made to the notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows / first half 2026 · Filed 21/07/2026
We incurred cash outflows of $4.1 billion related to these charges in the six months ended June 30, 2026.
MD&A / Liquidity and Capital Resources / EV realignment cash outflows · Filed 21/07/2026
($B) 2024 2025 Net Automotive Cash Provided by Operating Activities $23.9 $18.7 Less: Capital expenditures (10.7) (9.2) Adjustments: Add: Buick dealer strategy 0.5 0.7 Add: EV strategic realignment 0.0 0.4 Add: China restructuring actions 0.0 0.2 Add: Separation costs 0.2 0.1 Add: GMI exit costs 0.1 0.0 Add: Incentive compensation adjustments for 2025 STIP Result(1) 0.0 3.8 Less: Ultium strategic realignment 0.0 (0.4) Total adjustments 0.8 4.9 2025 Adjusted Automotive Free Cash Flow for 2025 STIP Result $14.0 $14.4 (1)As discussed in CD&A, the Compensation Committee determined for the Adjusted Automotive Free Cash Flow result that it was appropriate to apply a $3.8B adjustment due to the direct cash impact of new 2025 tariffs measured across materials, components, raw materials and vehicles.
Appendix A / automotive cash flow and incentive compensation reconciliation · Filed 20/04/2026
2026 Proxy Statement 47 ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation Compensation Governance Best Practices WHAT WE DO Provide short-term and long-term incentive plans with performance targets aligned to business goals Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant Require stock ownership for all senior leaders to align with the interests of our shareholders Engage with shareholders and other stakeholders on various topics with members of management and directors, including our Compensation Committee and our Independent Lead Director Maintain an Insider Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during pre-established periods after receiving preclearance from the GM legal staff Require equity awards to have double-trigger (change in control and termination of employment) vesting provisions; no single-trigger vesting provisions Complete an annual risk review evaluating incentive compensation plans Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions Conduct an annual audit of senior executive expenses and perquisites that is reviewed by the Audit Committee Include non-compete and non-solicitation terms in all grant agreements with senior leaders, where enforceable WHAT WE DON’T DO Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive severance benefits Pay above-market interest on deferred compensation in retirement plans Allow any director or employee to engage in hedging or pledging of GM securities Reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking Allow the repricing, spring-loading, or backdating of equity awards 48 ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation 2025 NEO Compensation Target Compensation Target compensation for each of our NEOs comprises an appropriate mix of short-term and long-term pay elements and is intended to be competitive with that paid to comparable individuals at peer group companies so that GM can attract, motivate, and retain talent.
Executive Compensation / compensation governance practices · Filed 20/04/2026
PSUs cliff-vest following a three-year performance period based on the achievement of performance goals and are capped at 200% of target, and RSUs vest ratably over three years.
Executive Compensation / PSU and RSU vesting terms · Filed 20/04/2026
•2023-2025 LTIP PSUs: For the 2023-2025 PSU portion of our LTIP, we outperformed on our three-year EBIT-adjusted margin and relative TSR goals, with mixed results on our three EV goals, leading to a payout of 162% of target.
Executive Compensation / completed 2023–2025 PSU performance and payout · Filed 20/04/2026
Highlights of GM’s governance structures include the following: Independence •Ten out of 11 director nominees are independent •Strong Independent Lead Director with clearly delineated duties •All standing Board committees, other than the Executive Committee, composed entirely of independent directors •Regular executive sessions of independent directors without management present •Board and committees may hire outside advisors independently of management Best Practices •CEO and executive leadership succession planning •Routine engagement with shareholders and other key stakeholders •Diversified Board in terms of experiences, skill sets, and qualifications •Strategy and risk oversight by full Board and committees •Stock ownership requirements for all senior leaders and non-employee directors •“Overboarding” limits for our directors •Orientation program for new directors and continuing education for all directors Accountability •Annual election of all directors •Annual election of Chair and, if CEO, Independent Lead Director, by non-employee directors •Majority voting for director elections with director resignation policy (plurality voting in contested elections) •Annual Board and committee self-evaluations •Annual evaluation of CEO (including compensation) by independent directors •Clawback policy that applies to our short- and long-term incentive plans •Oversight of political contributions and lobbying •Comprehensive code of conduct, “Winning with Integrity” Shareholder Rights •Proxy access •Shareholder right to call special meetings •No poison pill or dual-class shares •One-share, one-vote standard 30 Corporate Governance Related Party Transactions and Potential Conflicts of Interest Our Code of Conduct requires all of our employees and directors to avoid any activity that is in conflict with our business interests.
Corporate Governance / independence, accountability and shareholder rights · Filed 20/04/2026
The Board believes that a combined role is in the best interests of shareholders at this time.
Board response to chair separation proposal / combined leadership structure · Filed 20/04/2026
2026 Proxy Statement 19 Corporate Governance Below is a summary of the key duties and responsibilities of GM’s Independent Lead Director: •Presiding over all Board meetings when the Board Chair is not present, including executive sessions of non-management directors, and advising the Board Chair of any actions taken; •Providing Board leadership if circumstances arise in which the Board Chair actually has, potentially has, or is perceived to have, a conflict of interest; •Calling executive sessions for non-management directors, relaying feedback from these sessions to the Board Chair, and implementing decisions made by the non-management directors; •Leading non-management directors in the annual evaluation of the CEO’s performance, communicating the results of that evaluation to the CEO, and overseeing CEO succession planning; •Approving Board meeting agendas, materials and meeting schedules to ensure sufficient time for discussion of all items; •Advising on the scope, quality, quantity, and timeliness of the flow of information between management and the Board; •Serving as a liaison between non-management directors and the Board Chair when requested to do so (although all non-management directors have direct and complete access to the Board Chair at any time they may deem necessary or appropriate); •Interviewing, along with the Chair of the Governance Committee, all director candidates and making recommendations to the Governance Committee and the Board; •Being available to advise the Board committee chairs in fulfilling their designated roles and responsibilities to the Board; and •Engaging, when requested to do so, with shareholders.
Corporate Governance / Independent Lead Director responsibilities · Filed 20/04/2026
Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers.
Risk Factors / dependence on timely introduction of attractive vehicle models · Filed 27/01/2026
In the six months ended June 30, 2026, we repurchased 36 million outstanding shares of our common stock for $2.8 billion.
MD&A / Liquidity and Capital Resources / completed common stock repurchases · Filed 21/07/2026
