Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 7, 2010

 

 

GENERAL MOTORS COMPANY

(Exact Name of Company as Specified in its Charter)

 

 

 

333-160471		DELAWARE		27-0756180
(Commission File Number)		(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

300 Renaissance Center, Detroit, Michigan		48265-3000
(Address of Principal Executive Offices)		(Zip Code)

(313) 556-5000

(Company’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the company under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Table of Contents

TABLE OF CONTENTS

 

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

INDEX TO EXHIBITS

News Release Dated April 7, 2010 and Financial Statements

Charts Furnished to Securities Analysts

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Table of Contents

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On April 7, 2010, a news release was issued on the subject of fresh-start accounting and included information regarding consolidated earnings for General Motors Company (GM). The news release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of GM’s Annual Report on Form 10-K. The news release and financial statements are incorporated as Exhibit 99.1.

Charts furnished to securities analysts in connection with GM’s fourth quarter 2009 earnings release are attached as Exhibit 99.2.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

 

Exhibits		Description		Method of Filing
Exhibit 99.1		News Release Dated April 7, 2010 and Financial Statements		Attached as Exhibit
Exhibit 99.2		Charts Furnished to Securities Analysts		Attached as Exhibit

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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				GENERAL MOTORS COMPANY (Company)
Date: April 9, 2010				By:		/S/    NICK S. CYPRUS
						Nick S. Cyprus Vice President, Controller and Chief Accounting Officer

Exhibit 99.1

 

For Release: April 7, 2010 9:45 a.m. Eastern Time				GM Communications		300 Renaissance Center Detroit, Michigan 48265

GM Completes Fresh-Start Accounting

DETROIT, Mich. – General Motors Company announced that it had completed fresh-start accounting, and would be filing its third quarter 2009 Form 10-Q and 2009 Form 10-K with the SEC today.

“We are building the foundation that will allow us to return to public ownership,” said Chris Liddell, GM vice chairman and CFO. “Completing fresh-start accounting is an important step in that process.”

The new company, which was formed on July 10, 2009 through the acquisition of substantially all the assets and certain liabilities of Motors Liquidation Company (formerly General Motors Corporation), had to complete the process of adopting fresh-start accounting to record the acquisition and establishment of the new GM as well as determine the fair value of assets and liabilities and implement new accounting policies.

The following table provides a summary of GM’s financial results for the period ended December 31, 2009 under fresh-start accounting.

 

The $4.3 billion net loss includes the pre-tax impact of a $2.6 billion settlement loss related to the UAW retiree medical plan and a $1.3 billion foreign currency re-measurement loss.

Going public will enable the company to invest in designing, building and selling the world’s best vehicles, attract the best people and access the capital markets. One of the most important measures in establishing the foundation for going public is the company’s ability to return to sustainable profitability.

“As the results for 2009 show there is still significant work to be done. However, I continue to believe we have a chance of achieving profitability in 2010,” said Liddell. “We are also dedicated to delivering on our commitments to our stakeholders. For example we remain committed to repaying the outstanding balance of the U.S. Treasury and Export Development Canada loans by June 2010 at the latest.”

# # #

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Forward-Looking Statements:

In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “projected,” “positioned” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: our ability to comply with the requirements of our credit agreements with the U.S. Treasury and EDC and to repay those agreements as planned; our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt, including as required to fund our planning significant investment in new technology and our ability to realize successful vehicle applications of new technology.

GM’s most recent annual report on Form 10-K will provide information about these and other factors, which we may revise or supplement in future reports to the SEC.

Contacts:

Reneé Rashid-Merem

Office 313.665.3128

Cell 313.701.8560

renee.rashid-merem@gm.com

Randy Arickx

Office 313.667.0006

Cell 313.268.7070

randy.c.arickx@gm.com

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Exhibit 1

General Motors Company and Subsidiaries

Supplemental Material

General Motors Company was formed by the United States Department of the Treasury in 2009 originally as a Delaware limited liability company, Vehicle Acquisition Holdings LLC, and subsequently converted to a Delaware corporation, NGMCO, Inc. On July 10, 2009 this company acquired substantially all of the assets and assumed certain liabilities of General Motors Corporation (363 Sale) and changed its name to General Motors Company (GM). General Motors Corporation is sometimes referred to, for the periods on or before July 9, 2009, as Old GM. Prior to July 10, 2009 Old GM operated the business of the Company, and pursuant to the agreement with the SEC Staff, the accompanying consolidated financial statements include the financial statements and related information of Old GM as it is GM’s predecessor entity solely for accounting and financial reporting purposes. On July 10, 2009 in connection with the 363 Sale, General Motors Corporation changed its name to Motors Liquidation Company (MLC). MLC continues to exist as a distinct legal entity for the sole purpose of liquidating its remaining assets and liabilities.

The accompanying tables and charts for securities analysts include earnings before interest and taxes (EBIT), which is not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP) and has not been audited or reviewed by GM’s independent auditors. EBIT is therefore considered a non-GAAP financial measure. The accompanying charts for securities analysts also contain a reconciliation from EBIT to its most comparable GAAP financial measure.

Management believes EBIT provides meaningful supplemental information regarding GM’s operating results because it excludes amounts that management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. Management believes these measures allow it to readily view operating trends, perform analytical comparisons, benchmark performance among geographic regions and assess whether GM’s plan to return to profitability is on target. Accordingly, GM believes EBIT is useful in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making.

GM is filing an Annual Report on Form 10-K for the year ended December 31, 2009, a Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and a Registration Statement on Form 10 pursuant to an agreement with the SEC Staff, as described in a no-action letter issued to Old GM by the SEC Staff on July 9, 2009 regarding GM’s filing requirements and those of MLC.

Certain prior period amounts have been reclassified in the consolidated statements of operations to conform to the current period presentation, primarily due to the adoption of ASC 810-10, “Consolidation” and ASC 470-20, “Debt with Conversions and Other Options,” which have retrospective application.

In the year ended 2009 certain data such as vehicle sales, market share data and production volume combine GM’s data in the period July 10, 2009 through December 31, 2009 with Old GM’s data in the period January 1, 2009 through July 9, 2009 for comparative purposes.

 

1

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Three Months Ended December 31,				Year Ended December 31,
		2009		2008		2009		2008
		(Units in thousands)
Worldwide Production Volume(a)(b)(c)
GMNA – Cars		235		365		727		1,543
GMNA – Trucks		381		450		1,186		1,906
Total GMNA		616		815		1,913		3,449
GMIO		1,040		619		3,456		3,145
GME		266		214		1,134		1,550
Total Worldwide		1,922		1,648		6,503		8,144

 

(a)	Production volume represents the number of vehicles manufactured by GM’s and Old GM’s assembly facilities and also includes vehicles produced by certain joint ventures.

(b)

Includes SGM, SGMW and FAW-GM joint venture production. Ownership of 50% in SGM, 34% in SGMW and 50% in FAW-GM, under the joint venture agreements, allows for significant rights as a member as well as the contractual right to report SGMW and FAW-GM production volume in China. These entities are not consolidated for financial reporting purposes. Income and losses related to these entities are recorded in Equity income, net of tax.

(c)	Production data may include rounding differences.

 

2

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Three Months Ended December 31,				Year Ended December 31,
		2009		2008		2009		2008
Vehicle Unit Deliveries(a)(b)(c)
United States
Chevrolet – Cars		133		132		546		715
Chevrolet – Trucks		219		209		799		1,086
Cadillac		36		32		109		161
Buick		30		24		102		137
GMC		78		71		260		377
Other Non-Core Divisions		42		80		269		504
Total United States		538		547		2,084		2,981
Canada, Mexico and Other		100		127		400		585
Total GMNA(d)		637		675		2,485		3,565
GMIO
Chevrolet		427		310		1,491		1,456
Buick		134		69		448		281
GM Daewoo		41		19		121		121
Holden		36		32		126		140
Wuling		247		149		1,001		606
FAW-GM		26		—		35		—
Other		26		29		104		150
Total GMIO(e)		937		608		3,326		2,754
GME
Opel/Vauxhall		265		284		1,209		1,458
Chevrolet		107		121		426		510
Saab		5		13		27		66
Other		1		1		5		8
Total GME(e)		378		419		1,667		2,043
Total Worldwide		1,952		1,702		7,478		8,362

 

(a)	Includes HUMMER, Saab, Saturn and Pontiac vehicle sales data.

(b)

Includes SGM, SGMW and FAW-GM joint venture sales. Ownership of 50% in SGM, 34% in SGMW and 50% in FAW-GM, under the joint venture agreements, allows for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture vehicle sales in China as part of global market share. These entities are not consolidated for financial reporting purposes. Income and losses related to these entities are recorded in Equity income, net of tax.

(c)	Vehicle sales data may include rounding differences.

(d)	Vehicle sales represent sales to the ultimate customer.

(e)	Vehicle sales primarily represent estimated sales to the ultimate customer.

 

3

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Three Months Ended December 31,				Year Ended December 31,
		2009		2008		2009		2008
Market Share(a)(b)
United States – Cars		15.5%		18.2%		16.3%		18.6%
United States – Trucks		24.5%		24.5%		23.1%		25.5%
Total United States		20.2%		21.5%		19.6%		22.1%
Total GMNA(c)		19.3%		21.0%		19.0%		21.5%
Total GMIO(d)		10.4%		9.6%		10.3%		9.6%
Total GME(d)		8.3%		9.2%		8.9%		9.3%
Total Worldwide		11.6%		12.0%		11.6%		12.4%
U.S. Retail/Fleet Mix
% Fleet Sales - Cars		34.6%		45.6%		29.0%		34.8%
% Fleet Sales - Trucks		20.5%		23.2%		21.6%		22.4%
Total Vehicles		25.8%		32.2%		24.7%		27.6%
GMNA Capacity Utilization(e)		61.5%		72.1%		48.0%		74.7%

 

(a)	Includes HUMMER, Saab, Saturn and Pontiac vehicle sales data.

(b)

Includes SGM, SGMW and FAW-GM joint venture sales. Ownership of 50% in SGM, 34% in SGMW and 50% in FAW-GM, under the joint venture agreements, allows for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture vehicle sales in China as part of global market share. These entities are not consolidated for financial reporting purposes. Income and losses related to these entities are recorded in Equity income, net of tax.

(c)	Vehicle sales represent sales to the ultimate customer.

(d)	Vehicle sales primarily represent estimated sales to the ultimate customer.

(e)	Two shift rated, annualized.

 

		Successor				Predecessor
		December 31, 2009				December 31, 2008
Worldwide Employment (thousands)
GMNA(a)		102				116
GMIO		61				70
GME		53				55
Corporate		1				2
Total Worldwide		217				243
United States — Salaried(a)(b)(d)		26				29
United States — Hourly(a)(c)		51				62

 

(a)	Includes additional 11,000 employees due to the acquisition of Nexteer, of which 2,000 are U.S. salaried employees, 5,000 are U.S. hourly employees and 4,000 are employees located outside the U.S.

(b)	5,000 U.S. salaried employees irrevocably accepted the 2009 Salaried Window Program (a voluntary program, subject to management approval, to reduce salaried headcount based on individual eligibility and employees elections made) option or the GM severance program option.

(c)	13,000 U.S. hourly employees elected to participate in Old GM’s 2009 Special Attrition Programs, which were introduced in February and June of 2009 and offered cash and other incentives for individuals who elected to retire or voluntarily terminate employment.

(d)	Includes employees in GMNA and Corporate.

 

		Successor					Predecessor
		July 10, 2009 Through December 31, 2009					January 1, 2009 Through July 9, 2009			Twelve Months Ended December 31, 2008
Worldwide Payroll (billions)		$	6.2				$	6.2		$	16.8

 

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General Motors Company and Subsidiaries

Consolidated Statements of Operations

(Dollars in millions)

(Unaudited)

 

		Successor						Predecessor
		July 10, 2009 Through December 31, 2009						January 1, 2009 Through July 9, 2009				Year Ended December 31, 2008
Net sales and revenue
Sales		$	57,329					$	46,787			$	147,732
Other revenue			145						328				1,247
Total net sales and revenue			57,474						47,115				148,979
Costs and expenses
Cost of sales			56,381						55,814				149,257
Selling, general and administrative expense			6,006						6,161				14,253
Other expenses, net			15						1,235				6,699
Total costs and expenses			62,402						63,210				170,209
Operating loss			(4,928	)					(16,095	)			(21,230	)
Equity in income (loss) of and disposition of interest in GMAC			—						1,380				(6,183	)
Interest expense			(694	)					(5,428	)			(2,525	)
Interest income and other non-operating income, net			440						852				424
Gain (loss) on extinguishment of debt			(101	)					(1,088	)			43
Reorganization gains, net			—						128,155				—
Income (loss) before income taxes and equity income			(5,283	)					107,776				(29,471	)
Income tax expense (benefit)			(1,000	)					(1,166	)			1,766
Equity income, net of tax			497						61				186
Net income (loss)			(3,786	)					109,003				(31,051	)
Less: Net (income) loss attributable to noncontrolling interests			(511	)					115				108
Net income (loss) attributable to stockholders			(4,297	)					109,118				(30,943	)
Less: Cumulative dividends on preferred stock			131						—				—
Net income (loss) attributable to common stockholders		$	(4,428	)				$	109,118			$	(30,943	)
Earnings (loss) per share
Basic
Income (loss) attributable to common stockholders		$	(10.73	)				$	178.63			$	(53.47	)
Weighted-average common shares outstanding			413						611				579
Diluted
Income (loss) attributable to common stockholders		$	(10.73	)				$	178.55			$	(53.47	)
Weighted-average common shares outstanding			413						611				579
Cash dividends per common share		$	—					$	—			$	0.50
Amounts attributable to common stockholders:
Income (loss) of tax		$	(4,428	)				$	109,118			$	(30,943	)

 

5

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General Motors Company and Subsidiaries

Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)

 

		Successor						Predecessor
		December 31, 2009						December 31, 2008
ASSETS
Current Assets
Cash and cash equivalents		$	22,679					$	14,053
Marketable securities			134						141
Total cash, cash equivalents and marketable securities			22,813						14,194
Restricted cash			13,917						672
Accounts and notes receivable (net of allowance of $250 and $422)			7,518						7,918
Inventories			10,107						13,195
Assets held for sale			388						—
Equipment on operating leases, net			2,727						5,142
Other current assets and deferred income taxes			1,777						3,146
Total current assets			59,247						44,267
Non-Current Assets
Restricted cash			1,489						1,917
Equity in net assets of nonconsolidated affiliates			7,936						2,146
Assets held for sale			530						—
Equipment on operating leases, net			3						442
Property, net			18,687						39,665
Goodwill			30,672						—
Intangible assets, net			14,547						265
Deferred income taxes			564						98
Prepaid pension			98						109
Other assets			2,522						2,130
Total non-current assets			77,048						46,772
Total Assets		$	136,295					$	91,039
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities
Accounts payable (principally trade)		$	18,725					$	22,259
Short-term debt and current portion of long-term debt			10,221						16,920
Liabilities held for sale			355						—
Postretirement benefits other than pensions			846						4,002
Accrued expenses			22,288						32,427
Total current liabilities			52,435						75,608
Non-Current Liabilities
Long-term debt			5,562						29,018
Liabilities held for sale			270						—
Postretirement benefits other than pensions			8,708						28,919
Pensions			27,086						25,178
Other liabilities and deferred income taxes			13,279						17,392
Total non-current liabilities			54,905						100,507
Total liabilities			107,340						176,115
Commitments and contingencies
Preferred stock, $0.01 par value (1,000,000,000 shares authorized and 360,000,000 shares issued and outstanding at December 31, 2009)			6,998						—
Equity (Deficit)
Old GM
Preferred stock, no par value (6,000,000 shares authorized, no shares issued and outstanding)			—						—
Preference stock, $0.10 par value (100,000,000 shares authorized, no shares issued and outstanding)			—						—
Common stock, $1 2/3 par value common stock (2,000,000,000 shares authorized, 800,937,541 shares issued and 610,483,231 shares outstanding at December 31, 2008)			—						1,017
General Motors Company
Common stock, $0.01 par value (2,500,000,000 shares authorized and 500,000,000 shares issued and outstanding at December 31, 2009)			5						—
Capital surplus (principally additional paid-in capital)			24,050						16,489
Accumulated deficit			(4,394	)					(70,727	)
Accumulated other comprehensive income (loss)			1,588						(32,339	)
Total stockholders’ equity (deficit)			21,249						(85,560	)
Noncontrolling interests			708						484
Total equity (deficit)			21,957						(85,076	)
Total Liabilities and Equity (Deficit)		$	136,295					$	91,039

 

6

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

Old GM

January 1, 2009 Through July 9, 2009

In the period January 1, 2009 through July 9, 2009, Old GM recorded the following Reorganization gains, net, arising from the 363 Sale and fresh-start reporting:

 

		Predecessor
		January 1, 2009 Through July 9, 2009
Change in net assets resulting from the application of fresh-start reporting		$	33,829
Fair value of New GM’s Series A Preferred Stock, common shares and warrants issued in 363 Sale			20,532
Gain from the conversion of debt owed to UST to equity			31,561
Gain from the conversion of debt owed to EDC to equity			5,964
Gain from the modification and measurement of GM’s VEBA obligation			7,731
Gain from the modification and measurement of other employee benefit plans			4,585
Gain from the settlement of net liabilities retained by MLC via the 363 Sale			25,177
Income tax benefit for release of valuation allowances and other tax adjustments			710
Other 363 Sale adjustments			(21	)
Amount recorded in Income tax benefit			(710	)
Other losses, net			(1,203	)
Total Reorganization gains, net		$	128,155

 

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