FORM 10-K GENERAL MOTORS CORP - GM Filed: March 05, 2009 (Period: December 31, 2008)
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FORM 10-K GENERAL MOTORS CORP - GM Filed: March 05, 2009 (period: December 31, 2008) Annual report which provides a comprehensive overview of the company for the past year Table of Contents 10-K - FORM 10-K PART I Item 1. 1 Item 10. 257 PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for the Registrant s Common Equity and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 14. Principal Accounting Fees and Services. PART IV ITEM 15. Exhibits and Financial Statement Schedule SIGNATURES EX-10.(G) (COMPENSATION STATEMENT FOR G.R. WAGONER) EX-10.(H) (COMPENSATION STATEMENT FOR FREDERICK A. HENDERSON) EX-10.(K) (COMPENSATION STATEMENT FOR N.S. CYPRUS) EX-10.(L) (COMPENSATION STATEMENT FOR R.S. OSBORNE) EX-10.(M) (COMPENSATION STATEMENT FOR R.G. YOUNG) EX-10.(N) (FORM OF WAIVER OF SEO TO LENDER) EX-10.(P) (FORM OF CONSENT AND WAIVER OF SEO TO LOAN PARTIES) EX-10.(Q) (FORM OF WAIVERS OF SENIOR EMPLOYEES TO LENDER) EX-10.(R) (FORM OF CONSENT AND WAIVER OF SENIOR EMPLOYEES TO LOAN PARTIES) EX-10.(S) (EMPLOYMENT AGREEMENT BETWEEN GENERAL MOTORS EUROPE) EX-10.(T) (OFFER LETTER TO R.S. OSBORNE) EX-10.(U) (OFFER LETTER TO N.S. CYPRUS) EX-10.(BBB) (TERM SHEET FOR AMENDMENT AND RESTATEMENT OF CERTAIN AUTO FINANCE AGREEMENTS) EX-12 (COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES) EX-21 (SUBSIDIARIES OF THE REGISTRANT) EX-23.(A) (CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM) EX-23.(B) (CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM) EX-23.(C) (CONSENT OF HAMILTON) EX-24 (POWER OF ATTORNEY) EX-31.A (SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER) EX-31.B (SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER) EX-32.A (SECTION 906 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER) EX-32.B (CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 1850) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 Form 10-K � ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2008 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 1-43 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) Registrant’s telephone number, including area code (313) 556-5000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class which Registered Common Stock, $1 2/3 par value New York Stock Exchange 1.50% Series D Convertible Senior Debentures New York Stock Exchange 4.50% Series A Convertible Senior Debentures New York Stock Exchange 5.25% Series B Convertible Senior Debentures New York Stock Exchange 6.25% Series C Convertible Senior Debentures New York Stock Exchange 7.375% Senior Notes due October 1, 2051 New York Stock Exchange 7.25% Senior Notes due July 15, 2041 New York Stock Exchange 7.375% Senior Notes due May 23, 2048 New York Stock Exchange 7.25% Senior Notes due February 15, 2052 New York Stock Exchange 7.25% Quarterly Interest Bonds due April 15, 2041 New York Stock Exchange 7.375% Senior Notes due May 2048 New York Stock Exchange 7.50% Senior Notes due July 1, 2044 New York Stock Exchange Note: The $1 2/3 par value common stock of the Registrant is also listed for trading on the following exchanges: Bourse de Bruxelles Brussels, Belgium Euronext Paris Paris, France Securities registered pursuant to Section 12 (g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes � No � Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes � No � 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, and (2) has been subject to such filing requirements for the past 90 days. Yes � No � Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer � Accelerated filer � Non-accelerated filer � Smaller reporting company � Do not check if 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 June 30, 2008, the aggregate market value of GM $1 2/3 par value common stock held by nonaffiliates of GM was approximately $6.5 billion. The closing price on June 30, 2008 as reported on the New York Stock Exchange was $11.50 per share. As of March 2, 2009, the number of shares outstanding of GM $1 2/3 par value common stock was 610,501,969 shares. Source: GENERAL MOTORS CORP, 10-K, March 05, 2009 INDEX Page PART I Item 1. Business 1 Item 1A. Risk Factors 19 Item 1B. Unresolved Staff Comments 45 Item 2. Properties 46 Item 3. Legal Proceedings 46 Item 4. Submission of Matters to a Vote of Security Holders 53 PART II Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters 54 Item 6. Selected Financial Data 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 134 Item 8. Financial Statements and Supplementary Data 139 Consolidated Statements of Operations 139 Consolidated Balance Sheets 140 Consolidated Statements of Cash Flows 141 Consolidated Statements of Stockholders’ Equity (Deficit) 143 Notes to Consolidated Financial Statements 144 Note 1. Nature of Operations 144 Note 2. Basis of Presentation 144 Note 3. Significant Accounting Policies 148 Note 4. Acquisition and Disposal of Businesses 157 Note 5. Marketable Securities 158 Note 6. Finance Receivables and Securitizations 160 Note 7. Inventories 163 Note 8. Equipment on Operating Leases, net 164 Note 9. Investment in Nonconsolidated Affiliates 164 Note 10. Property, net 170 Note 11. Goodwill and Intangible Assets 171 Note 12. Other Assets 172 Note 13. Variable Interest Entities 173 Note 14. Accrued Expenses, Other Liabilities and Deferred Income Taxes 174 Note 15. Short-Term Borrowings and Long-Term Debt 175 Note 16. Pensions and Other Postretirement Benefits 183 Note 17. Derivative Financial Instruments and Risk Management 200 Note 18. Commitments and Contingencies 203 Note 19. Income Taxes 212 Note 20. Fair Value of Financial Instruments 219 Note 21. Restructuring and Other Initiatives 225 Note 22. Impairments 229 Note 23. Other Expenses 232 Note 24. Stockholders’ Equity 232 Note 25. Loss Per Share 234 Note 26. Stock Incentive Plans 234 Note 27. Transactions with GMAC 239 Note 28. Supplementary Quarterly Financial Information (Unaudited) 245 Note 29. Segment Reporting 247 Note 30. Supplemental Information for Consolidated Statements of Cash Flows 252 Note 31. Subsequent Events 252 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 253 Item 9A. Controls and Procedures 253 Item 9B. Other Information 256 Source: GENERAL MOTORS CORP, 10-K, March 05, 2009 Page PART III Item 10. Directors, Executive Officers and Corporate Governance 257 Item 11. Executive Compensation 261 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 300 Item 13. Certain Relationships and Related Transactions and Director Independence 302 Item 14. Principal Accountant Fees and Services 303 PART IV Item 15. Exhibits and Financial Statement Schedule 305 Signatures 401 Source: GENERAL MOTORS CORP, 10-K, March 05, 2009 GENERAL MOTORS CORPORATION AND SUBSIDIARIES PART I General Motors Corporation, incorporated in 1916 under the laws of the State of Delaware, is sometimes referred to in this Annual Report on Form 10-K as “we,” “our,” “us,” “ourselves,” the “Registrant,” the “Corporation,” “General Motors,” or “GM.” Item 1. Business General We are engaged primarily in the worldwide development, production and marketing of cars, trucks and parts. We develop, manufacture and market vehicles worldwide through our four automotive segments: GM North America (GMNA), GM Europe (GME), GM Latin America/Africa/Mid-East (GMLAAM) and GM Asia Pacific (GMAP).