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) August 12, 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 August 12, 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 August 12, 2010, a news release was issued on the subject of second 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 second 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 August 12, 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: August 17, 2010				By:		/s/    NICK S. CYPRUS
						Nick S. Cyprus Vice President, Controller and Chief Accounting Officer

Exhibit 99.1

For Release: August 12, 2010, 7:30 a.m. ET

GM Second Quarter 2010 Results Show Sustained Progress

GM achieves second consecutive quarter of profitability and positive cash flow

Net income of $1.3 billion and EPS of $2.55, free cash flow of $2.8 billion

DETROIT, Mich.—General Motors Company today announced its second quarter 2010 results, marked by revenue of $33.2 billion and net income attributable to common stockholders of $1.3 billion, resulting in earnings per share on a diluted basis of $2.55. GM’s second quarter earnings before interest and tax (EBIT) was $2.0 billion.

GM North America had EBIT in the second quarter 2010 of $1.6 billion, up from $1.2 billion in the first quarter. GM Europe had a loss before interest and taxes of $0.2 billion, an improvement of $0.3 billion from the first quarter. GM International Operations posted EBIT of $0.7 billion, down from $1.2 billion in the first quarter.

Cash flow from operating activities was $3.9 billion and after adjusting for capital expenditures of $1.1 billion, free cash flow was $2.8 billion. GM ended the second quarter with $32.5 billion in cash and marketable securities, including funds in the Canadian Health Care Trust escrow.

“I am pleased with our progress on achieving our business objectives,” said Chris Liddell, vice chairman and chief financial officer. “We have delivered strong product, maintained cost discipline, progressed strategic initiatives such as restructuring Europe and acquiring AmeriCredit, and delivered two consecutive quarters of profitability and positive cash flow.”

# # #

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 sustained 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 June 30, 2010				Six  Months Ended June 30, 2010				Three  Months Ended March 31, 2010				Three  Months Ended December 31, 2009
Operating segments
GMNA(a)		$	1,592			$	2,810			$	1,218			$	(3,443	)
GME(a)(b)			(160	)			(637	)			(477	)			(799	)
GMIO(a)(b)			672				1,838				1,166				722
Total operating segments			2,104				4,011				1,907				(3,520	)
Corporate and eliminations(b)			(71	)			(154	)			(83	)			(526	)
EBIT			2,033				3,857				1,824				(4,046	)
Interest income			114				204				90				75
Interest expense			250				587				337				329
Income tax expense (benefit)			361				870				509				(861	)
Net income (loss) attributable to stockholders		$	1,536			$	2,604			$	1,068			$	(3,439	)

 

(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.

(b)	In the three months ended June 30, 2010 we changed our managerial reporting structure so that certain entities geographically located within Russia and Uzbekistan were transferred from our GME segment to our GMIO segment. We have revised the segment presentation for all periods presented.

 

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 June 30, 2010			Six Months Ended June 30, 2010			Three Months Ended March 31, 2010			Three Months Ended December 31, 2009
Adjusted EBIT		$	2,033		$	3,734		$	1,701		$	(954	)
Adjustments			—			123			123			(3,092	)
EBIT		$	2,033		$	3,857		$	1,824		$	(4,046	)
Free Cash Flow(a)		$	2,834		$	3,804		$	970		$	(2,919	)
Capital expenditures(a)			1,011			1,851			840			1,033
Net cash provided by (used in) operating activities(a)		$	3,845		$	5,655		$	1,810		$	(1,886	)

 

(a)

In the three months ended June 30, 2010 we identified several items which had not been properly classified in our condensed consolidated statement of cash flows for the three months ended March 31, 2010. For the six months ended June 30, 2010, we have correctly presented these items in our condensed consolidated statement of cash flows and corrected the amounts presented for the three months ended March 31, 2010.

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

 

•

Gain of $123 million as a result of the sale of Saab Automobile AB 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 Ally Financial 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.).

 

2

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Successor						Predecessor
		Three  Months Ended June 30, 2010		Six  Months Ended June 30, 2010				Three  Months Ended June 30, 2009		Six  Months Ended June 30, 2009
Production Volume (units in thousands)(a)
GMNA – Cars		279		523				170		287
GMNA – Trucks		452		876				225		480
Total GMNA		731		1,399				395		767
GME		331		636				315		579
GMIO(b)(c)		1,195		2,307				828		1,523
Total Worldwide		2,257		4,342				1,538		2,869

 

(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) joint venture production in China and SAIC GM Investment Ltd. (HKJV) joint venture production in India.

(c)

The joint venture agreements with SGMW (34%) and FAW-GM (50%) allows for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture 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 (loss), net of tax.

 

3

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Successor						Predecessor
		Three  Months Ended June 30, 2010		Six  Months Ended June 30, 2010				Three  Months Ended June 30, 2009		Six  Months Ended June 30, 2009
Vehicle Sales (units in thousands)(a)(b)(c)
United States
Chevrolet – Cars		192		348				148		241
Chevrolet – Trucks		252		434				202		356
Cadillac		35		65				25		49
Buick		38		70				27		47
GMC		83		152				64		118
Other		3		11				76		143
Total United States		603		1,081				541		954
Canada, Mexico and Other		113		199				115		203
Total GMNA(d)		716		1,280				657		1,157
GME
Opel/Vauxhall		314		608				348		645
Chevrolet		127		232				117		216
Other		1		5				9		20
Total GME(e)		442		846				474		881
GMIO
Chevrolet		441		898				347		671
Buick		132		254				114		196
GM Daewoo		32		60				28		47
Holden		37		73				30		59
Wuling		303		637				262		493
FAW-GM		22		50				—		—
Cadillac		5		10				3		5
Other		23		45				23		45
Total GMIO(e)(f)(g)		995		2,026				807		1,517
Total Worldwide		2,153		4,152				1,938		3,555

 

(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 and FAW-GM joint venture sales in China and HKJV joint venture sales in India.

(g)

The joint venture agreements with SGMW (34%) and FAW-GM (50%) 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 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 (loss), net of tax.

 

4

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General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

 

		Successor								Predecessor
		Three  Months Ended June 30, 2010			Six  Months Ended June 30, 2010					Three  Months Ended June 30, 2009			Six  Months Ended June 30, 2009
Market Share(a)(b)
United States – Cars		15.4	%		15.1	%				17.5	%		16.5	%
United States – Trucks		23.2	%		22.6	%				23.5	%		22.5	%
Total United States		19.4	%		18.9	%				20.5	%		19.5	%
Total GMNA(c)		18.7	%		18.3	%				19.9	%		19.0	%
Total GME(d)		8.8	%		8.6	%				9.2	%		9.1	%
Total GMIO(d)(e)(f)		10.3	%		10.3	%				10.4	%		10.2	%
Total Worldwide		11.6	%		11.4	%				11.9	%		11.6	%
U.S. Retail/Fleet Mix
% Fleet Sales – Cars		42.4	%		41.6	%				29.7	%		25.6	%
% Fleet Sales – Trucks		27.8	%		26.4	%				28.4	%		22.5	%
Total Vehicles		33.5	%		32.3	%				28.9	%		23.8	%
GMNA Capacity Utilization(g)		92.9	%		88.8	%				39.4	%		38.5	%

 

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

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

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

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

(e)	Includes SGM, SGMW, FAW-GM joint venture sales in China and HKJV joint venture sales in India.

(f)

The joint venture agreements with SGMW (34%) and FAW-GM (50%) 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 (loss), net of tax.

(g)	Two shift rated, annualized.

 

		Successor
		June 30, 2010		December 31, 2009
Worldwide Employment (thousands)
GMNA		105		103
GME(a)		42		50
GMIO(b)		61		62
Total Worldwide		208		215
United States – Salaried		26		26
United States – Hourly		53		51

 

(a)	Decrease in GME primarily relates to the sale of Saab, employees located within Russia and Uzbekistan transferred from the GME segment to the GMIO segment and restructuring initiatives in Germany, Spain, and the United Kingdom.

(b)	Decrease in GMIO reflects a reduction of 2,400 employees due to the sale of the India Operations.

 

		Successor								Predecessor
		Three  Months Ended June 30, 2010			Six Months Ended June  30, 2010					Three Months Ended June 30, 2009			Six Months Ended June  30, 2009
Worldwide Payroll (billions)		$	3.1		$	6.1				$	2.9		$	5.9

 

5

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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 June 30, 2010				Six Months Ended June  30, 2010						Three Months Ended June 30, 2009				Six Months Ended June  30, 2009
Net sales and revenue		$	33,174			$	64,650					$	23,047			$	45,478
Costs and expenses
Cost of sales			28,759				56,350						29,384				53,995
Selling, general and administrative expense			2,623				5,307						2,936				5,433
Other expenses, net			39				85						169				1,154
Total costs and expenses			31,421				61,742						32,489				60,582
Operating income (loss)			1,753				2,908						(9,442	)			(15,104	)
Equity in income of and disposition of interest in Ally Financial			—				—						1,880				1,380
Interest expense			(250	)			(587	)					(3,375	)			(4,605	)
Interest income and other non-operating income, net			59				544						408				833
Loss on extinguishment of debt			—				(1	)					(1,994	)			(1,088	)
Reorganization expenses, net			—				—						(1,157	)			(1,157	)
Income (loss) before income taxes and equity income			1,562				2,864						(13,680	)			(19,741	)
Income tax expense (benefit)			361				870						(445	)			(559	)
Equity income (loss), net of tax			411				814						(2	)			46
Net income (loss)			1,612				2,808						(13,237	)			(19,136	)
Less: Net income (loss) attributable to noncontrolling interests			76				204						(332	)			(256	)
Net income (loss) attributable to stockholders			1,536				2,604						(12,905	)			(18,880	)
Less: Cumulative dividends on preferred stock			202				405						—				—
Net income (loss) attributable to common stockholders		$	1,334			$	2,199					$	(12,905	)		$	(18,880	)
Earnings (loss) per share
Basic
Net income (loss) attributable to common stockholders		$	2.67			$	4.40					$	(21.12	)		$	(30.91	)
Weighted-average common shares outstanding			500				500						611				611
Diluted
Net income (loss) attributable to common stockholders		$	2.55			$	4.21					$	(21.12	)		$	(30.91	)
Weighted-average common shares outstanding			522				522						611				611

 

6

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General Motors Company and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)

 

		Successor
		June 30, 2010				December 31, 2009
ASSETS
Current Assets
Cash and cash equivalents		$	26,773			$	22,679
Marketable securities			4,761				134
Total cash, cash equivalents and marketable securities			31,534				22,813
Restricted cash and marketable securities			1,393				13,917
Accounts and notes receivable (net of allowance of $272 and $250)			8,662				7,518
Inventories			11,533				10,107
Assets held for sale			—				388
Equipment on operating leases, net			3,008				2,727
Other current assets and deferred income taxes			1,677				1,777
Total current assets			57,807				59,247
Non-Current Assets
Equity in net assets of nonconsolidated affiliates			8,296				7,936
Assets held for sale			—				530
Property, net			18,106				18,687
Goodwill			30,186				30,672
Intangible assets, net			12,820				14,547
Other assets			4,684				4,676
Total non-current assets			74,092				77,048
Total Assets		$	131,899			$	136,295
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)		$	20,755			$	18,725
Short-term debt and current portion of long-term debt (including debt at GM Daewoo of $1,021 at June 30, 2010)			5,524				10,221
Liabilities held for sale			—				355
Accrued expenses (including derivative liabilities at GM Daewoo of $352 at June 30, 2010)			24,068				23,134
Total current liabilities			50,347				52,435
Non-Current Liabilities
Long-term debt (including debt at GM Daewoo of $722 at June 30, 2010; Note 10)			2,637				5,562
Liabilities held for sale			—				270
Postretirement benefits other than pensions			8,649				8,708
Pensions			25,990				27,086
Other liabilities and deferred income taxes			13,377				13,279
Total non-current liabilities			50,653				54,905
Total Liabilities			101,000				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 June 30, 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 June 30, 2010 and December 31, 2009)			5				5
Capital surplus (principally additional paid-in capital)			24,052				24,050
Accumulated deficit			(2,195	)			(4,394	)
Accumulated other comprehensive income			1,153				1,588
Total stockholders’ equity			23,015				21,249
Noncontrolling interests			886				708
Total equity			23,901				21,957
Total Liabilities and Equity		$	131,899			$	136,295

[GRAPHIC APPEARS HERE]

 

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