GM Filed: August 07, 2007 (Period: June 30, 2007)
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FORM 10−Q GENERAL MOTORS CORP − GM Filed: August 07, 2007 (period: June 30, 2007) Quarterly report which provides a continuing view of a company's financial position Table of Contents Part I Financial Information Item 1. Condensed Consolidated Financial Statements (Unaudited) 3 PART I Item 1. Condensed Consolidated Financial Statements Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative And Qualitative Disclosures About Market Risk Item 4. Controls and Procedures PART II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2(c). Purchases of Equity Securities Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits SIGNATURES EXHIBIT INDEX EX−10.1 (Material contracts) EX−10.2 (ASSET PURCHASE AGREEMENT) EX−10.3 (Material contracts) EX−10.4 (Material contracts) EX−10.5 (Material contracts) EX−10.6 (364−DAY REVOLVING CREDIT AGREEMENT) EX−31.1 (SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER) EX−31.2 (SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER) EX−32.1 (CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906) EX−32.2 (CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549−1004 Form 10−Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1−143 GENERAL MOTORS CORPORATION (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 38−0572515 (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 NA (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 þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b−2 of the Exchange Act. (Check one): Large accelerated filer þ Accelerated filer o Non−accelerated filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Exchange Act). Yes o No þ As of July 31, 2007, the number of shares outstanding of the Registrant’s common stock was 565,870,304 shares. Website Access to Company’s Reports General Motors Corporation’s internet website address is www.gm.com. Our annual reports 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. Source: GENERAL MOTORS CORP, 10−Q, August 07, 2007 GENERAL MOTORS CORPORATION AND SUBSIDIARIES INDEX Page No. Part I — Financial Information Item 1. Condensed Consolidated Financial Statements (Unaudited) 3 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006 (As restated) 3 Condensed Consolidated Balance Sheets as of June 30, 2007, December 31, 2006, and June 30, 2006 (As restated) 4 Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2007 and 2006 (As restated) 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Item 3. Quantitative and Qualitative Disclosures About Market Risk 83 Item 4. Controls and Procedures 84 Part II — Other Information Item 1. Legal Proceedings 86 Item 1A. Risk Factors 87 Item 2. Purchases of Equity Securities 91 Item 4. Submission of Matters to a Vote of Security Holders 92 Item 6. Exhibits 96 Signatures 97 UAW−Delphi−GM Memorandum of Understanding Asset Purchase Agreement 2007 Cash−Based Restricted Stock Unit Plan Form of Special RSU Grant Award Document for March 2007 Award Form of Special Cash−Based RSU Grant Award Document for March 2007 Award 364−Day Revolving Credit Agreement Section 302 Certification of the Chief Executive Officer Section 302 Certification of the Chief Financial Officer Certification of the Chief Executive Officer Pursuant to Section 906 Certification of the Chief Financial Officer Pursuant to Section 906 2 Source: GENERAL MOTORS CORP, 10−Q, August 07, 2007 Table of Contents PART I Item 1. Condensed Consolidated Financial Statements GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in millions, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2007 2006 2007 2006 (Unaudited) (As restated, (As restated, Notes 2 and Notes 2 and 15) 15) Net sales and revenue Automotive sales $ 45,918 $ 44,812 $ 88,298 $ 87,808 Financial services and insurance revenue 894 9,087 1,830 17,934 Total net sales and revenue 46,812 53,899 90,128 105,742 Costs and expenses Automotive cost of sales 41,674 47,406 80,407 87,177 Selling, general, and administrative expense 3,293 3,219 6,604 6,585 Financial services and insurance expense 811 7,727 1,694 16,012 Other expenses 575 1,208 575 1,208 Total costs and expenses 46,353 59,560 89,280 110,982 Operating income (loss) 459 (5,661) 848 (5,240) Equity in income (loss) of GMAC LLC 118 — (65) — Automotive and other interest expense (681) (694) (1,480) (1,332) Automotive interest income and other non−operating income 555 987 991 1,783 Income (loss) from continuing operations before income taxes, other equity income and minority interests 451 (5,368) 294 (4,789) Income tax benefit (320) (1,715) (381) (1,546) Equity income and minority interests, net of tax 13 159 67 242 Income (loss) from continuing operations 784 (3,494) 742 (3,001) Income from discontinued operations, net of tax (Note 3) 107 111 211 220 Net income (loss) $ 891 $ (3,383) $ 953 $ (2,781) Basic earnings (loss) per share: Continuing operations $ 1.38 $ (6.18) $ 1.31 $ (5.31) Discontinued operations .19 .20 .37 .39 Total $ 1.57 $ (5.98) $ 1.68 $ (4.92) Weighted average common shares outstanding, basic (millions) 566 566 566 566 Diluted earnings (loss) per share: Continuing operations $ 1.37 $ (6.18) $ 1.30 $ (5.31) Discontinued operations .19 .20 .37 .39 Total $ 1.56 $ (5.98) $ 1.67 $ (4.92) Weighted average common shares outstanding, diluted (millions) 569 566 569 566 Cash dividends per share $ .25 $ .25 $ .50 $ .50 Reference should be made to the notes to the condensed consolidated financial statements. 3 Source: GENERAL MOTORS CORP, 10−Q, August 07, 2007 Table of Contents GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in millions) June 30, December 31, June 30, 2007 2006 2006 (Unaudited) (Unaudited) (As restated, Note 15) ASSETS Current Assets Cash and cash equivalents $ 22,040 $ 23,774 $ 19,997 Marketable securities 1,573 138 115 Total cash and marketable securities 23,613 23,912 20,112 Accounts and notes receivable, net 10,233 8,216 7,572 Inventories 15,073 13,921 14,496 Assets held for sale 683 — — Equipment on operating leases, net 5,889 6,125 6,891 Deferred income taxes and other current assets 11,518 11,957 10,376 Total current assets 67,009 64,131 59,447 Financing and Insurance Operations Assets Cash and cash equivalents 258 349 2,848 Assets held for sale — — 274,267 Equipment on operating leases, net 9,145 11,794 16,533 Investment in GMAC LLC 7,555 7,523 — Other assets 3,011 2,457 5,857 Total Financing and Insurance Operations Assets 19,969 22,123 299,505 Non−Current Assets Property, net 41,404 41,934 38,639 Deferred income taxes 32,337 32,967 24,382 Prepaid pension 18,305 17,366 37,480 Other assets 7,503 7,671 9,538 Total non−current assets 99,549 99,938 110,039 Total Assets $ 186,527 $ 186,192 $ 468,991 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable (principally trade) $ 30,742 $ 26,931 $ 27,930 Short−term borrowings and current portion of long−term debt 5,150 5,666 1,340 Liabilities related to assets held for sale 526 — — Accrued expenses 35,487 35,225 48,516 Total current liabilities 71,905 67,822 77,786 Financing and Insurance Operations Liabilities Liabilities related to assets held for sale — — 267,925 Debt 7,133 9,438 12,849 Other liabilities and deferred income taxes 855 2,139 2,278 Total Financing and Insurance Operations Liabilities 7,988 11,577 283,052 Non−Current Liabilities Long−term debt 34,134 33,067 32,946 Postretirement benefits other than pensions 48,030 50,086 30,668 Pensions 11,654 11,934 11,498 Other liabilities and deferred income taxes 15,106 15,957 20,014 Total non−current liabilities 108,924 111,044 95,126 Total liabilities 188,817 190,443 455,964 Minority interests 1,268 1,190 1,084 Stockholders’ Equity (Deficit)