GENERAL MOTORS COMPANY (Exact Name of Registrant As Specified in Its Charter)

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, 2011 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, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller 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 July 31, 2011, the number of shares outstanding of common stock was 1,561,766,109 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. Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES INDEX Page No. Part I — Financial Information Item 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Income Statements (Unaudited) 1 Condensed Consolidated Balance Sheets (Unaudited) 2 Condensed Consolidated Statements of Equity (Unaudited) 3 Condensed Consolidated Statements of Cash Flows (Unaudited) 4 Notes to Condensed Consolidated Financial Statements 5 Note 1. Nature of Operations 5 Note 2. Basis of Presentation and Recent Accounting Standards 5 Note 3. Acquisition and Disposals of Businesses 8 Note 4. Marketable Securities 9 Note 5. Finance Receivables, net 10 Note 6. Securitizations 12 Note 7. Inventories 13 Note 8. Equity in Net Assets of Nonconsolidated Affiliates 13 Note 9. Goodwill 16 Note 10. Intangible Assets, net 17 Note 11. Variable Interest Entities 18 Note 12. Depreciation and Amortization 21 Note 13. Debt 21 Note 14. Product Warranty Liability 23 Note 15. Pensions and Other Postretirement Benefits 23 Note 16. Derivative Financial Instruments and Risk Management 25 Note 17. Commitments and Contingencies 29 Note 18. Income Taxes 33 Note 19. Fair Value Measurements 34 Note 20. Restructuring and Other Initiatives 41 Note 21. Impairments 45 Note 22. Earnings Per Share 46 Note 23. Stock Incentive Plans 49 Note 24. Transactions with Ally Financial 50 Note 25. Segment Reporting 52 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Item 3. Quantitative and Qualitative Disclosures About Market Risk 96 Item 4. Controls and Procedures 96 Part II — Other Information Item 1. Legal Proceedings 97 Item 1A. Risk Factors 98 Item 6. Exhibits 101 Signature 102 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 Six Months Ended Ended June 30, June 30, 2011 2010 2011 2010 Net sales and revenue Automotive sales and revenue $39,043 $33,174 $74,942 $64,650 GM Financial revenue 330 — 625 — Total net sales and revenue 39,373 33,174 75,567 64,650 Costs and expenses Automotive cost of sales 33,793 28,609 65,478 56,163 GM Financial operating and other expenses 186 — 351 — Automotive selling, general and administrative expense 2,924 2,623 5,918 5,307 Other automotive expenses, net 19 39 25 85 Total costs and expenses 36,922 31,271 71,772 61,555 Goodwill impairment charges — — 395 — Operating income 2,451 1,903 3,400 3,095 Automotive interest expense 155 250 304 587 Interest income and other non-operating income (expense), net 308 (91) 912 357 Loss on extinguishment of debt 10 — 10 1 Income before income taxes and equity income 2,594 1,562 3,998 2,864 Income tax expense (benefit) (61) 361 76 870 Equity income, net of tax and gain on disposal of investments 382 411 2,526 814 Net income 3,037 1,612 6,448 2,808 Net income attributable to noncontrolling interests (45) (76) (90) (204) Net income attributable to stockholders $ 2,992 $ 1,536 $ 6,358 $ 2,604 Net income attributable to common stockholders $ 2,524 $ 1,334 $ 5,387 $ 2,199 Earnings per share (Note 22) Basic Basic earnings per common share $ 1.68 $ 0.89 $ 3.58 $ 1.47 Weighted-average common shares outstanding 1,505 1,500 1,505 1,500 Diluted Diluted earnings per common share $ 1.54 $ 0.85 $ 3.27 $ 1.40 Weighted-average common shares outstanding 1,654 1,567 1,661 1,567 Reference should be made to the notes to the condensed consolidated financial statements. 1 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except share amounts) (Unaudited) June 30, 2011 December 31, 2010 ASSETS Automotive Current Assets Cash and cash equivalents $ 20,471 $ 21,061 Marketable securities 12,298 5,555 Accounts and notes receivable (net of allowance of $363 and $252) 11,789 8,699 Inventories 14,105 12,125 Equipment on operating leases, net 4,180 2,568 Other current assets and deferred income taxes 3,141 3,045 Total current assets 65,984 53,053 Automotive Non-current Assets Equity in net assets of nonconsolidated affiliates 7,160 8,529 Property, net 20,989 19,235 Goodwill 28,767 30,513 Intangible assets, net 11,083 11,882 Other assets and deferred income taxes 4,323 4,754 Total non-current assets 72,322 74,913 Total Automotive Assets 138,306 127,966 GM Financial Assets Finance receivables, net (including gross finance receivables transferred to SPEs of $8,333 and $7,156) 8,587 8,197 Restricted cash 1,125 1,090 Goodwill 1,279 1,265 Other assets 1,118 380 Total GM Financial Assets 12,109 10,932 Total Assets $ 150,415 $ 138,898 LIABILITIES AND EQUITY Automotive Current Liabilities Accounts payable (principally trade) $ 25,412 $ 21,497 Short-term debt and current portion of long-term debt (including certain debt at GM Korea of $157 and $70; Note 11) 2,027 1,616 Accrued liabilities (including derivative liabilities at GM Korea of $19 and $111; Note 11) 26,409 24,044 Total current liabilities 53,848 47,157 Automotive Non-current Liabilities Long-term debt (including certain debt at GM Korea of $8 and $835; Note 11) 2,690 3,014 Postretirement benefits other than pensions 9,379 9,294 Pensions 21,389 21,894 Other liabilities and deferred income taxes 12,887 13,021 Total non-current liabilities 46,345 47,223 Total Automotive Liabilities 100,193 94,380 GM Financial Liabilities Securitization notes payable 6,881 6,128 Credit facilities 423 832 Other liabilities 886 399 Total GM Financial Liabilities 8,190 7,359 Total Liabilities 108,383 101,739 Commitments and contingencies (Note 17) Equity Preferred stock, $0.01 par value, 2,000,000,000 shares authorized: Series A (276,101,695 shares issued and outstanding (each with a $25.00 liquidation preference) at June 30, 2011 and December 31, 2010) 5,536 5,536 Series B (100,000,000 shares issued and outstanding (each with a $50.00 liquidation preference) at June 30, 2011 and December 31, 2010) 4,855 4,855 Common stock, $0.01 par value (5,000,000,000 shares authorized, 1,561,450,455 and 1,500,844,394 shares issued and outstanding at June 30, 2011 and 1,500,136,998 shares issued and outstanding at December 31, 2010) 15 15 Capital surplus (principally additional paid-in capital) 24,412 24,257 Retained earnings 4,729 266 Accumulated other comprehensive income 1,571 1,251 Total stockholders’ equity 41,118 36,180 Noncontrolling interests 914 979 Total Equity 42,032 37,159 Total Liabilities and Equity $ 150,415 $ 138,898 Reference should be made to the notes to the condensed consolidated financial statements. 2 Table of Contents GENERAL MOTORS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (In millions) (Unaudited) Common Stockholders’ Retained Accumulated Series A Series B Earnings Other Preferred Preferred Common Capital (Accumulated

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