GENERAL MOTORS COMPANY (Exact Name of Registrant As Specified in Its Charter)
Total Page:16
File Type:pdf, Size:1020Kb
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34960 GENERAL MOTORS COMPANY (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 27-0756180 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) 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, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ As of July 17, 2014 the number of shares outstanding of common stock was 1,604,681,874 shares. Website Access to Company's Reports General Motors Company's internet website address is www.gm.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. INDEX Page PART I Item 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Income Statements (Unaudited) 1 Condensed Consolidated Statements of Comprehensive Income (Unaudited) 2 Condensed Consolidated Balance Sheets (Unaudited) 3 Condensed Consolidated Statements of Equity (Unaudited) 4 Condensed Consolidated Statements of Cash Flows (Unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Note 1. Nature of Operations and Basis of Presentation 6 Note 2. Marketable Securities 7 Note 3. GM Financial Receivables, net 8 Note 4. Inventories 10 Note 5. Equity in Net Assets of Nonconsolidated Affiliates 10 Note 6. Variable Interest Entities 11 Note 7. Short-Term and Long-Term Debt 13 Note 8. Product Warranty and Related Liabilities 14 Note 9. Pensions and Other Postretirement Benefits 15 Note 10. Commitments and Contingencies 16 Note 11. Income Taxes 21 Note 12. Restructuring and Other Initiatives 21 Note 13. Stockholders' Equity 23 Note 14. Earnings Per Share 24 Note 15. Segment Reporting 25 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3. Quantitative and Qualitative Disclosures About Market Risk 52 Item 4. Controls and Procedures 52 PART II Item 1. Legal Proceedings 53 Item 1A. Risk Factors 54 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54 Item 6. Exhibits 55 Signature 56 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES PART I Item 1. Condensed Consolidated Financial Statements CONDENSED CONSOLIDATED INCOME STATEMENTS (In millions, except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, 2014 June 30, 2013 June 30, 2014 June 30, 2013 Net sales and revenue Automotive $ 38,462 $ 38,240 $ 74,777 $ 74,584 GM Financial 1,187 835 2,280 1,375 Total net sales and revenue 39,649 39,075 77,057 75,959 Costs and expenses Automotive cost of sales (Note 8) 35,851 33,824 69,978 66,441 GM Financial operating and other expenses 926 575 1,801 931 Automotive selling, general and administrative expense 3,343 2,925 6,284 5,877 Total costs and expenses 40,120 37,324 78,063 73,249 Operating income (loss) (471) 1,751 (1,006) 2,710 Automotive interest expense 100 61 203 152 Interest income and other non-operating income, net 81 251 170 422 Loss on extinguishment of debt (Note 7) — 240 — 240 Equity income (Note 5) 523 429 1,128 984 Income before income taxes 33 2,130 89 3,724 Income tax expense (benefit) (Note 11) (254) 742 (478) 1,151 Net income 287 1,388 567 2,573 Net (income) loss attributable to noncontrolling interests (9) 26 (76) 16 Net income attributable to stockholders $ 278 $ 1,414 $ 491 $ 2,589 Net income attributable to common stockholders $ 190 $ 1,200 $ 315 $ 2,160 Earnings per share (Note 14) Basic Basic earnings per common share $ 0.12 $ 0.87 $ 0.20 $ 1.57 Weighted-average common shares outstanding 1,608 1,376 1,598 1,374 Diluted Diluted earnings per common share $ 0.11 $ 0.75 $ 0.18 $ 1.37 Weighted-average common shares outstanding 1,688 1,677 1,689 1,668 Dividends declared per common share $ 0.30 $ — $ 0.60 $ — Reference should be made to the notes to condensed consolidated financial statements. 1 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) (Unaudited) Three Months Ended Six Months Ended June 30, 2014 June 30, 2013 June 30, 2014 June 30, 2013 Net income $ 287 $ 1,388 $ 567 $ 2,573 Other comprehensive income (loss), net of tax (Note 13) Foreign currency translation adjustments 46 (506) (52) (243) Unrealized gains (losses) on securities, net — (5) 3 (18) Defined benefit plans, net (43) 79 24 262 Other comprehensive income (loss), net of tax 3 (432) (25) 1 Comprehensive income 290 956 542 2,574 Comprehensive (income) loss attributable to noncontrolling interests (7) 29 (71) 27 Comprehensive income attributable to stockholders $ 283 $ 985 $ 471 $ 2,601 Reference should be made to the notes to condensed consolidated financial statements. 2 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except per share amounts) (Unaudited) June 30, 2014 December 31, 2013 ASSETS Current Assets Cash and cash equivalents $ 19,864 $ 20,021 Marketable securities (Note 2) 9,935 8,972 Restricted cash and marketable securities (Note 2) 1,325 1,247 Accounts and notes receivable (net of allowance of $358 and $344) 11,480 8,535 GM Financial receivables, net (Note 3)(including receivables at VIEs of $11,362 and $10,001; Note 6) 15,797 14,278 Inventories (Note 4) 15,200 14,039 Equipment on operating leases, net 4,633 2,398 Deferred income taxes 11,499 10,349 Other current assets 1,910 1,662 Total current assets 91,643 81,501 Non-current Assets Restricted cash and marketable securities (Note 2) 969 829 GM Financial receivables, net (Note 3)(including receivables at VIEs of $12,007 and $11,216; Note 6) 15,430 14,354 Equity in net assets of nonconsolidated affiliates (Note 5) 7,485 8,094 Property, net 27,023 25,867 Goodwill 1,573 1,560 Intangible assets, net 5,220 5,668 GM Financial equipment on operating leases, net (including assets at VIEs of $3,475 and $1,803; Note 6) 4,748 3,383 Deferred income taxes 22,582 22,736 Other assets 2,425 2,352 Total non-current assets 87,455 84,843 Total Assets $ 179,098 $ 166,344 LIABILITIES AND EQUITY Current Liabilities Accounts payable (principally trade) $ 26,992 $ 23,621 Short-term debt and current portion of long-term debt (Note 7) Automotive (including certain debt at VIEs of $194 and $219; Note 6) 610 564 GM Financial (including certain debt at VIEs of $11,382 and $10,088; Note 6) 15,193 13,594 Accrued liabilities 29,552 24,633 Total current liabilities 72,347 62,412 Non-current Liabilities Long-term debt (Note 7) Automotive (including certain debt at VIEs of $24 and $23; Note 6) 6,864 6,573 GM Financial (including certain debt at VIEs of $10,989 and $9,330; Note 6) 17,409 15,452 Postretirement benefits other than pensions (Note 9) 5,826 5,897 Pensions (Note 9) 19,068 19,483 Other liabilities and deferred income taxes 14,999 13,353 Total non-current liabilities 64,166 60,758 Total Liabilities 136,513 123,170 Commitments and contingencies (Note 10) Equity (Note 13) Series A preferred stock, $0.01 par value 3,109 3,109 Common stock, $0.01 par value 16 15 Additional paid-in capital 28,840 28,780 Retained earnings 13,162 13,816 Accumulated other comprehensive loss (3,133) (3,113) Total stockholders’ equity 41,994 42,607 Noncontrolling interests 591 567 Total Equity 42,585 43,174 Total Liabilities and Equity $ 179,098 $ 166,344 Reference should be made to the notes to condensed consolidated financial statements.