XML 47 R28.htm IDEA: XBRL DOCUMENT v3.24.0.1
Stockholders' Equity and Noncontrolling Interests
 12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Stockholders' Equity and Noncontrolling Interests Stockholders’ Equity and Noncontrolling Interests
We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. We had no shares of preferred stock issued and outstanding at December 31, 2023 and 2022. We had 1.2 billion and 1.4 billion shares of common stock issued and outstanding at December 31, 2023 and 2022.
Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. Our dividends declared per common share were $0.36 and $0.18 and our total dividends paid on common stock were $477 million and $257 million for the years ended December 31, 2023 and 2022. Dividends were not declared or paid on our common stock for the year ended December 31, 2021. Holders of common stock are entitled to one vote per share on all matters submitted to our stockholders for a vote. The liquidation rights of holders of our common stock are secondary to the payment or provision for payment of all our debts and liabilities and to holders of our preferred stock, if any such shares are then outstanding.

In November 2023, our Board of Directors increased the capacity under our share repurchase program by $10.0 billion to an aggregate of $11.4 billion and we entered into the ASR Agreements to repurchase an aggregate amount of $10.0 billion of our common stock under the authorized share repurchase program. On December 1, 2023, we advanced the $10.0 billion and received approximately 215 million shares of our common stock with a value of $6.8 billion, which were immediately retired. The final number of shares to ultimately be purchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Upon final settlement, we may receive additional shares of common stock, or, under certain circumstances, we may be required to deliver shares of common stock or to make a cash payment, at our election. The final settlement of the transactions contemplated under the ASR Agreements is scheduled to occur no later than the three months ending December 31, 2024. Because of our ability to settle in shares, the $3.2 billion prepaid forward contract was classified as a reduction to Additional paid-in capital within the consolidated statement of equity.

In the year ended December 31, 2023, we purchased approximately 245 million shares of our outstanding common stock for $7.9 billion, including the initial delivery under the ASR Agreements of approximately 215 million shares at a value of $6.8 billion. In the year ended December 31, 2022, we purchased approximately 64 million shares of our outstanding common stock for $2.5 billion. In the year ended December 31, 2021, we did not purchase any shares of our outstanding common stock. Shares are immediately retired upon purchase and the amount of the purchase price over par is allocated on a pro-rata basis, subject to the availability of paid-in capital calculated on a per-share basis, between Additional paid-in capital and Retained earnings.

Cruise Preferred Shares In 2021, Cruise Holdings issued $2.7 billion of Class G Preferred Shares (Cruise Class G Preferred Shares) to Microsoft Corporation (Microsoft), Walmart Inc. (Walmart) and other investors, including $1.0 billion to General Motors Holdings LLC. All proceeds related to the Cruise Class G Preferred Shares are designated exclusively for working capital and general corporate purposes of Cruise Holdings. In addition, we, Cruise Holdings and Microsoft entered into a long-term strategic relationship to accelerate the commercialization of self-driving vehicles with Microsoft being the preferred public cloud provider.

The Cruise Class G Preferred Shares participate pari passu with holders of Cruise Holdings common stock and Class F Preferred Shares (Cruise Class F Preferred Shares) in any dividends declared. The Cruise Class G and Cruise Class F Preferred Shares convert into the class of shares to be issued to the public in an initial public offering (IPO) at specified exchange ratios. No covenants or other events of default exist that can trigger redemption of the Cruise Class G and Cruise Class F Preferred Shares. The Cruise Class G and Cruise Class F Preferred Shares are entitled to receive the greater of their carrying value or a pro-rata share of any proceeds or distributions upon the occurrence of a merger, sale, liquidation or dissolution of Cruise Holdings, and are classified as noncontrolling interests in our consolidated financial statements.

In March 2022, under the Share Purchase Agreement, we acquired SoftBank’s Cruise Class A-1, Class F and Class G Preferred Shares for $2.1 billion and made an additional $1.35 billion investment in Cruise in place of SoftBank. SoftBank no longer has an ownership interest in or has any rights with respect to Cruise.

Cruise Common Shares During the years ended December 31, 2023 and 2022, Cruise Holdings issued approximately $0.4 billion and $0.8 billion of Class B Common Shares to net settle vested awards under Cruise's 2018 Employee Incentive Plan and issued approximately $0.2 billion and $0.5 billion of Class B Common Shares, primarily to us, to fund the payment of statutory tax withholding obligations resulting from the settlement or exercise of vested awards. GM conducted quarterly tender offers and paid approximately $0.3 billion and $0.6 billion in cash to purchase tendered Cruise Class B Common Shares during the years ended December 31, 2023 and 2022. The Class B Common Shares are classified as noncontrolling interests in our consolidated financial statements except for certain shares that are liability classified that have a recorded value of approximately $42 million and $60 million at December 31, 2023 and 2022. Refer to Note 22 for additional information on Cruise stock incentive awards.
During the years ended December 31, 2023 and 2022, the effect on the equity attributable to us for changes in our ownership interest in Cruise was insignificant. For the year ended December 31, 2023, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries was $10.3 billion. For the year ended December 31, 2022, net income attributable to shareholders and transfers to the noncontrolling interest in Cruise and other subsidiaries was $9.2 billion, which included a $0.7 billion decrease in equity attributable to us, mainly due to the redemption of Cruise preferred shares.

The following table summarizes the significant components of Accumulated other comprehensive loss:
Years Ended December 31,
202320222021
Foreign Currency Translation Adjustments
Balance at beginning of period$(2,776)$(2,654)$(2,735)
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)(c)319 (123)81 
Balance at end of period$(2,457)$(2,776)$(2,654)
Defined Benefit Plans
Balance at beginning of period$(4,851)$(6,528)$(10,654)
Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment(a)(3,706)1,487 4,714 
Tax benefit (expense)838 2 (906)
Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment, net of tax(a)(2,868)1,488 3,808 
Reclassification adjustment, net of tax(c)54 188 318 
Other comprehensive income (loss), net of tax(2,814)1,677 4,126 
Balance at end of period(d)$(7,665)$(4,851)$(6,528)
__________
(a)    The noncontrolling interests were insignificant in the years ended December 31, 2023, 2022 and 2021.
(b)    The reclassification adjustment was insignificant in the years ended December 31, 2023, 2022 and 2021.
(c)    The income tax effect was insignificant in the years ended December 31, 2023, 2022 and 2021.
(d)    Primarily consists of unamortized actuarial loss on our defined benefit plans.