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) May 17, 2010

 

 

GENERAL MOTORS COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

000-53930		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

(Registrant’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 registrant 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 May 17, 2010 and Financial Statements
Charts Furnished to Securities Analysts

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Table of Contents

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 17, 2010, a news release was issued on the subject of first quarter 2010 consolidated earnings for General Motors Company (GM). The news release did not include certain financial statements, related footnotes and certain other financial information that were filed with the Securities and Exchange Commission as part of GM’s Quarterly Report on Form 10-Q. The news release and financial statements are incorporated as Exhibit 99.1.

Charts furnished to securities analysts in connection with GM’s first quarter 2010 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 May 17, 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						GENERAL MOTORS COMPANY (Registrant)
Date: May 20, 2010						By:		/s/    Nick S. Cyprus Nick S. Cyprus Vice President, Controller and Chief Accounting Officer

Exhibit 99.1

GM Reports First Quarter 2010 Results

GM achieves net income of $0.9 billion and EPS of $1.66

DETROIT, Mich. – General Motors Company today announced its first quarter 2010 results, marked by revenue of $31.5 billion and operating income of $1.2 billion. Net income attributable to common stockholders was $0.9 billion, resulting in earnings per share on a diluted basis of $1.66.

GM’s first quarter adjusted earnings before interest and tax (EBIT) was $1.7 billion, after adjusting for the favorable impact of the sale of the Saab brand.

GM North America had EBIT in the first quarter 2010 of $1.2 billion, up from a loss of $3.4 billion in the fourth quarter 2009. GM Europe had a loss before interest and taxes of $0.5 billion; an improvement of $0.3 billion from the fourth quarter. GM International Operations posted EBIT of $1.2 billion, up $0.5 billion from the fourth quarter.

Cash flow from operating activities was $1.7 billion and after adjusting for capital expenditures of $0.7 billion, free cash flow was $1.0 billion. GM ended the first quarter with $35.7 billion in cash and marketable securities, including funds in escrow.

“We’re pleased with our first quarter performance, in particular achieving profitability,” said Chris Liddell, vice chairman and chief financial officer. “In North America we are adding production to keep up with strong demand for new products in our four brands. We’re also steadily growing in emerging markets, keeping our costs under control, generating positive cash flow and maintaining a strong balance sheet. These are all important steps as we lay the foundation for a successful GM.”

# # #

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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 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; our ability to realize successful vehicle applications of new technology; and our ability to comply with the continuing requirements related to U.S. and other government support.

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

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Exhibit 1

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

The accompanying tables and charts for securities analysts include earnings (loss) before interest and taxes (EBIT), adjusted EBIT and free cash flow which are not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) and have not been audited or reviewed by GM’s independent auditors. EBIT, adjusted EBIT and free cash flow are considered non-GAAP financial measures.

Management believes these non-GAAP financial measures provide meaningful supplemental information regarding GM’s operating results because they exclude 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 these non-GAAP financial measures are useful in allowing for greater transparency of GM’s core operations and they are therefore used by management in its financial and operational decision-making.

While management believes that these non-GAAP financial measures provide useful information, they are not operating measures under U.S. GAAP and there are limitations associated with their use. GM’s calculation of these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP financial measures has limitations and should not be considered in isolation from, or as a substitute for, other measures such as Net income (loss) or Net income (loss) attributable to common stockholders. Due to these limitations, these non-GAAP financial measures are used as a supplement to U.S. GAAP measures.

The following table summarizes the reconciliation of EBIT to its most comparable U.S. GAAP measure (dollars in millions):

 

		Successor
		Three  Months Ended March 31, 2010				Three Months Ended December 31, 2009				July 10, 2009 Through September 30, 2009
Operating segments
GMNA (a)		$	1,218			$	(3,443	)		$	(1,377	)
GMIO (a)			1,194				738				460
GME (a)			(506	)			(814	)			9
Total operating segments			1,906				(3,519	)			(908	)
Corporate and eliminations			(82	)			(527	)			167
EBIT			1,824				(4,046	)			(741	)
Interest income			90				75				109
Interest expense			337				329				365
Income tax expense (benefit)			509				(861	)			(139	)
Net income (loss) attributable to stockholders		$	1,068			$	(3,439	)		$	(858	)

 

(a)	Interest and income taxes are recorded centrally in Corporate; therefore, there are no reconciling items for GM’s operating segments between EBIT and Net income (loss) attributable to stockholders.

 

1

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

The following tables summarize the reconciliation of adjusted EBIT to EBIT and free cash flow to Net cash provided by (used in) operating activities (dollars in millions):

 

		Successor
		Three Months Ended March 31, 2010			Three Months Ended December 31, 2009				July 10, 2009 Through September 30, 2009
Adjusted EBIT		$	1,701		$	(954	)		$	(631	)
Adjustments			123			(3,092	)			(110	)
EBIT		$	1,824		$	(4,046	)		$	(741	)
Free Cash Flow		$	991		$	(2,919	)		$	1,976
Capital expenditures			755			1,033				881
Net cash provided by (used in) operating activities		$	1,746		$	(1,886	)		$	2,857

In the three months ended March 31, 2010 Adjustments included the following:

 

•

Gain of $123 million as a result of the sale of Saab to Spyker Cars NV.

In the three months ended December 31, 2009 Adjustments included the following:

 

•

Settlement loss of $2.6 billion related to the termination of GM’s UAW hourly retiree medical plan and Mitigation Plan, under which GM agreed that an independent VEBA would be formed to pay certain healthcare costs of UAW hourly retirees and their beneficiaries;

 

•

Impairment charge of $270 million related to GM’s investment in GMAC common stock;

 

•

Charges of $150 million related to the settlement of existing Delphi obligations upon consummation of the Delphi Master Disposition Agreement and GM’s agreement to fund the wind-down costs of certain Delphi facilities; and

 

•

Loss on extinguishment of debt of $101 million related to the repayment of secured long-term debt of $400 million (in connection with the purchase of the remaining noncontrolling interest in CAMI Automotive, Inc.).

In the period July 10, 2009 through September 30, 2009 Adjustments included the following:

 

•

Charges of $110 million to record reserves against advances to Delphi.

 

2

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Successor				Predecessor
		Three Months Ended March 31,  2010				Three Months Ended March 31,  2009
Worldwide Production Volume (units in thousands)(a)
GMNA – Cars		244				116
GMNA – Trucks		424				255
Total GMNA		668				371
GME		357				267
GMIO (b)(c)		1,060				692
Total Worldwide		2,085				1,330

 

(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 Shanghai General Motors Co., Ltd. (SGM), SAIC-GM Wuling Automobile Co., Ltd. (SGMW), FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM) and SAIC GM Investment Ltd. (HKJV) joint venture production.

(c)

Ownership of 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.

 

3

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Successor				Predecessor
		Three Months Ended March 31, 2010				Three Months Ended March 31, 2009
Vehicle Unit Deliveries (units in thousands) (a)(b)(c)
United States
Chevrolet – Cars		156				93
Chevrolet – Trucks		182				154
Cadillac		29				24
Buick		32				21
GMC		69				54
Other		8				67
Total United States		477				413
Canada, Mexico and Other		86				88
Total GMNA (d)		563				501
GME
Opel/Vauxhall		295				297
Chevrolet		107				100
Other		3				11
Total GME (e)		405				407
GMIO
Chevrolet		455				324
Buick		122				82
GM Daewoo		28				19
Holden		36				29
Wuling		334				231
FAW-GM		27				—
Cadillac		4				2
Other		23				22
Total GMIO (e)(f)(g)		1,030				709
Total Worldwide		1,998				1,617

 

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

(b)	Includes Saab vehicle sales data through February 2010.

(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.

(f)	Includes SGM, SGMW, FAW-GM and HKJV joint venture sales.

(g)

Ownership of 34% in SGMW and 50% in FAW-GM under the joint venture agreements allows for significant rights as a member as well as contractual rights to report SGMW and FAW-GM joint venture vehicle sales in China as a 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.

 

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Successor					Predecessor
		Three Months Ended March 31, 2010					Three Months Ended March 31, 2009
Market Share (a)
United States – Cars		14.8	%				15.3	%
United States – Trucks		22.0	%				21.3	%
Total United States		18.4	%				18.4	%
Total GMNA (b)		17.8	%				18.0	%
Total GME (c)		8.5	%				9.0	%
Total GMIO (c)(d)(e)		10.3	%				10.0	%
Total Worldwide		11.2	%				11.2	%
U.S. Retail/Fleet Mix
% Fleet Sales – Cars		40.6	%				19.9	%
% Fleet Sales – Trucks		24.5	%				15.2	%
Total Vehicles		30.9	%				17.1	%
GMNA Capacity Utilization (f)		84.8	%				37.7	%

 

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

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

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

(d)	Includes SGM, SGMW, FAW-GM and HKJV joint venture sales.

(e)

Ownership of 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.

(f)	Two shift rated, annualized.

 

		Successor
		March 31, 2010		December 31, 2009
Worldwide Employment (thousands)
GMNA (a)		103		103
GME (b)(c)		45		50
GMIO (d)		57		62
Total Worldwide		205		215
United States – Salaried		26		26
United States – Hourly		52		51

 

(a)	Beginning with the three months ended March 31, 2010 substantially all of the 1,200 Corporate employees are included in GMNA.

(b)	Decrease in GME primarily reflects reduction of 3,200 employees due to the sale of Saab and reduction of 800 hourly employees in Germany.

(c)	GME hourly inactive employees are no longer included in GME’s totals. GME hourly inactive employees excluded in the three months ended March 31, 2010 and 2009 were 2,300 and 2,500 employees.

(d)	Decrease in GMIO reflects a reduction of 2,400 employees due to the sale of GM’s India Operations and the reclassification of 2,700 hourly employees to contract status.

 

		Successor					Predecessor
		Three  Months Ended March 31, 2010					Three Months Ended March 31, 2009
Worldwide Payroll (billions)		$	3.0				$	2.9

 

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General Motors Company and Subsidiaries

Condensed Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)

 

		Successor						Predecessor
		Three Months Ended March 31, 2010						Three Months Ended March 31, 2009
Net sales and revenue		$	31,476					$	22,431
Costs and expenses
Cost of sales			27,591						24,611
Selling, general and administrative expense			2,684						2,497
Other expenses, net			46						985
Total costs and expenses			30,321						28,093
Operating income (loss)			1,155						(5,662	)
Equity in loss of GMAC			—						(500	)
Interest expense			(337	)					(1,230	)
Interest income and other non-operating income, net			485						425
Gain (loss) on extinguishment of debt			(1	)					906
Income (loss) before income taxes and equity income			1,302						(6,061	)
Income tax expense (benefit)			509						(114	)
Equity income, net of tax			403						48
Net income (loss)			1,196						(5,899	)
Less: Net income attributable to noncontrolling interests			128						76
Net income (loss) attributable to stockholders			1,068						(5,975	)
Less: Cumulative dividends on preferred stock			203						—
Net income (loss) attributable to common stockholders		$	865					$	(5,975	)
Earnings (loss) per share
Basic
Net income (loss) attributable to common stockholders		$	1.73					$	(9.78	)
Weighted-average common shares outstanding			500						611
Diluted
Net income (loss) attributable to common stockholders		$	1.66					$	(9.78	)
Weighted-average common shares outstanding			522						611

 

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General Motors Company and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)

 

		Successor
		March 31, 2010				December 31, 2009
ASSETS
Current Assets
Cash and cash equivalents		$	23,310			$	22,679
Marketable securities			153				134
Total cash, cash equivalents and marketable securities			23,463				22,813
Restricted cash			12,741				13,917
Accounts and notes receivable (net of allowance of $188 and $250)			8,694				7,518
Inventories			11,192				10,107
Assets held for sale			60				388
Equipment on operating leases, net			2,319				2,727
Other current assets and deferred income taxes			1,888				1,777
Total current assets			60,357				59,247
Non-Current Assets
Equity in net assets of nonconsolidated affiliates			8,430				7,936
Assets held for sale			—				530
Property, net			18,432				18,687
Goodwill			30,487				30,672
Intangible assets, net			13,690				14,547
Other assets			4,625				4,676
Total non-current assets			75,664				77,048
Total Assets		$	136,021			$	136,295
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)		$	20,450			$	18,725
Short-term debt and current portion of long-term debt (including debt at GM Daewoo of $1,308 at March 31, 2010)			8,773				10,221
Liabilities held for sale			60				355
Accrued expenses (including derivative liabilities at GM Daewoo of $339 at March 31, 2010)			22,755				23,134
Total current liabilities			52,038				52,435
Non-Current Liabilities
Long-term debt (including debt at GM Daewoo of $740 at March 31, 2010)			5,401				5,562
Liabilities held for sale			—				270
Postretirement benefits other than pensions			8,794				8,708
Pensions			26,492				27,086
Other liabilities and deferred income taxes			13,245				13,279
Total non-current liabilities			53,932				54,905
Total Liabilities			105,970				107,340
Commitments and contingencies Preferred stock, $0.01 par value (1,000,000,000 shares authorized, 360,000,000 shares issued and outstanding (each with a $25.00 liquidation preference) at March 31, 2010 and December 31, 2009)			6,998				6,998
Equity
Common stock, $0.01 par value (2,500,000,000 shares authorized, 500,000,000 shares issued and outstanding at March 31, 2010 and December 31, 2009)			5				5
Capital surplus (principally additional paid-in capital)			24,050				24,050
Accumulated deficit			(3,529	)			(4,394	)
Accumulated other comprehensive income			1,713				1,588
Total stockholders’ equity			22,239				21,249
Noncontrolling interests			814				708
Total equity			23,053				21,957
Total Liabilities and Equity		$	136,021			$	136,295

 

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