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United States securities and exchange commission logo
December 20, 2023
Paul A. Jacobson
Chief Financial Officer
General Motors Co
300 Renaissance Center
Detroit, Michigan 48265-3000
Re: General Motors Co
Form 10-K for the
Year Ended December 31, 2022
Filed January 31,
2023
File No. 001-34960
Dear Paul A. Jacobson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and analysis of Financial Condition and Results
of Operations
Non-GAAP Measures, page 25
1. We note your discussion
of non-GAAP financial measures at the beginning of your
MD&A before any
discussion of the comparable GAAP measures. Please revise future
filings to present and
discuss the directly comparable GAAP measures with equal or
greater prominence than
the non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and
Question 102.10 of the Compliance and Disclosure Interpretations on
Non-GAAP Financial
Measures. Your Form 8-K earnings releases should be similarly
revised.
Liquidity and Capital Resources, page 36
2. We note that you
separately present and discuss operating, investing, and financing cash
flows at the
Automotive, GM Financial, and Cruise segment levels without a
corresponding
discussion at the consolidated level. Please tell us how your presentation
Paul A. Jacobson
FirstName LastNamePaul A. Jacobson
General Motors Co
Comapany20,
December NameGeneral
2023 Motors Co
December
Page 2 20, 2023 Page 2
FirstName LastName
complies with the requirement of Item 303(b) of Regulation S-K to
discuss your business
as a whole with segment information provided as necessary.
Financial Statements
Consolidated Statements of Cash Flows, page 55
3. Please tell us the nature of all items included within the "Purchases
of finance receivables,
net" and "Purchase of leased vehicles, net" line items and identify
the parties from which
you purchase the applicable assets. In doing so, clarify if the
balances include any material
offsetting amounts and how you determined net presentation was
appropriate.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page 57
4. We note your revenue recognition disclosures related to remarketing
obligations at the top
of page 58. Please explain to us the specific nature of the
arrangements and transactions
involved and the specific accounting guidance followed, including how
you applied or
considered the repurchase agreement guidance in ASC 606-10-55-66
through -78. In
doing so, clarify if you account for any arrangements with daily
rental companies as leases
or financing arrangements due to repurchase agreements and provide us
with illustrative
journal entries to assist our understanding.
Inventories, page 59
5. As required by ASC 330-10-50-1, please disclose the basis of stating
inventories, such as
FIFO, LIFO or estimated average cost. If LIFO or estimated average
cost per unit is used,
provide the additional disclosures required by Rule 5-02(6)(b)-(c) of
Regulation S-X.
Stock Incentive Plans, page 62
6. We note your disclosure that compensation cost is "recorded on stock
issued to settle
awards based on the fair value of Cruise's common stock until such
time that the stock has
been issued for more than six months." Please clarify what this
statement means and how
it complies with ASC 718.
Note 3. Revenue, page 64
7. ASC 606-10-50-4(a) requires entities to disclose the amount of revenue
recognized from
contracts with customers under ASC 606 separately from other sources
of revenues.
Please revise your disclosures, as necessary, to provide distinctions
between ASC 606 and
non-ASC 606 revenues.
Paul A. Jacobson
General Motors Co
December 20, 2023
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Heather Clark at 202-551-3624 or Andrew Blume at
202-551-3254 with
any questions.
FirstName LastNamePaul A. Jacobson Sincerely,
Comapany NameGeneral Motors Co
Division of
Corporation Finance
December 20, 2023 Page 3 Office of
Manufacturing
FirstName LastName