DELAWARE (State or other jurisdiction of incorporation) | 001-34960 (Commission File Number) | 27-0756180 (I.R.S. Employer Identification No.) | |
300 Renaissance Center, Detroit, Michigan (Address of Principal Executive Offices) | 48265-3000 (Zip Code) |
¨ | 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)) |
Exhibit | Description | Method of Filing |
Exhibit 99.1 | News Release Dated May 2, 2013 and Financial Statements | Attached as Exhibit |
Exhibit 99.2 | Charts Furnished to Securities Analysts | Attached as Exhibit |
GENERAL MOTORS COMPANY (Registrant) | ||
/s/ THOMAS S. TIMKO | ||
Date: May 2, 2012 | By: | Thomas S. Timko Vice President, Controller and Chief Accounting Officer |
• | EPS of $0.58 including net loss from special items of $0.09 per share |
• | EBIT-adjusted of $1.8 billion |
Q1 2013 | Q1 2012 | ||||||
Revenue | $ | 36.9 | $ | 37.8 | |||
Net income attributable to common stockholders | $ | 0.9 | $ | 1.0 | |||
Earnings per share (EPS) fully diluted | $ | 0.58 | $ | 0.60 | |||
Impact of special items on EPS fully diluted | $ | (0.09 | ) | $ | (0.33 | ) | |
EBIT-adjusted | $ | 1.8 | $ | 2.2 | |||
Automotive net cash flow from operating activities | $ | 0.5 | $ | 2.3 | |||
Adjusted automotive free cash flow | $ | (1.3 | ) | $ | 0.3 |
• | GM North America reported EBIT-adjusted of $1.4 billion, compared with $1.6 billion in the first quarter of 2012. |
• | GM Europe reported an EBIT-adjusted of $(0.2) billion, compared with $(0.3) billion in the first quarter of 2012. |
• | GM International Operations reported EBIT-adjusted of $0.5 billion, compared with $0.5 billion in the first quarter of 2012. |
• | GM South America broke even on an EBIT-adjusted basis, compared with EBIT-adjusted of $0.2 billion in the first quarter of 2012. |
• | GM Financial earnings before tax was $0.2 billion for the quarter, compared to $0.2 billion in the first quarter of 2012. |
Three Months Ended | ||||||||
March 31, 2013 | March 31, 2012 | |||||||
Operating segments | ||||||||
GMNA(a)(b) | $ | 1,414 | $ | 1,642 | ||||
GME(a)(b) | (175 | ) | (294 | ) | ||||
GMIO(a)(b) | 495 | 521 | ||||||
GMSA(a)(b) | (38 | ) | 153 | |||||
GM Financial(c) | 180 | 181 | ||||||
Total operating segments | 1,876 | 2,203 | ||||||
Corporate(a) | (110 | ) | (21 | ) | ||||
EBIT-adjusted | 1,766 | 2,182 | ||||||
Special items | (170 | ) | (612 | ) | ||||
Corporate interest income | 79 | 89 | ||||||
Automotive interest expense | 91 | 110 | ||||||
Loss on extinguishment of debt | — | 18 | ||||||
Income tax expense | 409 | 216 | ||||||
Net income attributable to stockholders | 1,175 | 1,315 | ||||||
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security | 310 | 311 | ||||||
Net income attributable to common stockholders | $ | 865 | $ | 1,004 |
(a) | In the three months ended March 31, 2013 GM changed its managerial and reporting structure to report segment revenues and profits based on the geographic region in which a vehicle is sold. Previously, segment results included the impacts of inter-segment sales and profits. Prior year segment results have been reclassified so all information is shown on a comparable basis. Consolidated results are unaffected by this change. |
(b) | GM's automotive operations interest and income taxes are recorded centrally in Corporate; therefore, there are no reconciling items for GM's automotive operating segments between EBIT-adjusted and Net income attributable to stockholders. |
(c) | GM Financial amounts represent income before income taxes. |
Three Months Ended | |||||||
March 31, 2013 | March 31, 2012 | ||||||
Adjusted automotive free cash flow | $ | (1,325 | ) | $ | 282 | ||
Less: Adjustments for voluntary management actions | 71 | — | |||||
Automotive free cash flow | (1,396 | ) | 282 | ||||
Capital expenditures | 1,939 | 1,990 | |||||
Automotive net cash provided by operating activities | $ | 543 | $ | 2,272 |
GMNA | GME | GMIO | GMSA | Corporate | Total Automotive | GM Financial | Eliminations | Total | |||||||||||||||||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||||||||||||||||||||
Total net sales and revenue | $ | 22,979 | $ | 4,818 | $ | 4,820 | $ | 3,691 | $ | 36 | $ | 36,344 | $ | 540 | $ | — | $ | 36,884 | |||||||||||||||||
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets | $ | 926 | $ | 110 | $ | 203 | $ | 130 | $ | 16 | $ | 1,385 | $ | 84 | $ | (4 | ) | $ | 1,465 | ||||||||||||||||
Equity income, net of tax | $ | 5 | $ | — | $ | 550 | $ | — | $ | — | $ | 555 | $ | — | $ | — | $ | 555 | |||||||||||||||||
GMNA | GME | GMIO | GMSA | Corporate | Total Automotive | GM Financial | Eliminations | Total | |||||||||||||||||||||||||||
Three Months Ended March 31, 2012 | |||||||||||||||||||||||||||||||||||
Total net sales and revenue(a) | $ | 23,175 | $ | 5,255 | $ | 5,016 | $ | 3,867 | $ | 15 | $ | 37,328 | $ | 431 | $ | — | $ | 37,759 | |||||||||||||||||
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets | $ | 888 | $ | 280 | $ | 129 | $ | 118 | $ | 12 | $ | 1,427 | $ | 43 | $ | (2 | ) | $ | 1,468 | ||||||||||||||||
Equity income, net of tax | $ | 2 | $ | — | $ | 421 | $ | — | $ | — | $ | 423 | $ | — | $ | — | $ | 423 |
(a) | In the three months ended March 31, 2013 GM changed its managerial and reporting structure to report segment revenues and profits based on the geographic region in which a vehicle is sold. Previously, segment results included the impacts of inter-segment sales and profits. Prior year segment results have been reclassified so all information is shown on a comparable basis. Consolidated results are unaffected by this change. |
March 31, 2013 | December 31, 2012 | ||||
Worldwide Employment (in thousands) | |||||
GMNA(a) | 105 | 101 | |||
GME | 36 | 37 | |||
GMIO | 39 | 39 | |||
GMSA | 33 | 32 | |||
GM Financial | 4 | 4 | |||
Total Worldwide | 217 | 213 | |||
U.S. - Salaried(a) | 33 | 30 | |||
U.S. - Hourly | 50 | 50 |
(a) | Headcount increased primarily due to the insourcing of certain information technology support functions that were previously provided by outside parties. |
Three Months Ended | |||||
March 31, 2013 | March 31, 2012 | ||||
GMNA | 829 | 848 | |||
GME(a) | 249 | 266 | |||
GMIO(a)(b) | 243 | 243 | |||
GMSA | 233 | 237 | |||
Worldwide | 1,554 | 1,594 |
(a) | Chevrolet branded vehicles sold in European markets are distributed by subsidiaries of GM Korea Company, which is a component of GMIO. Revenue and wholesale vehicle sales of Chevrolet branded vehicles sold in European markets are included in GMIO's financial results. |
(b) | The joint venture wholesale vehicle sales presented in the following table are excluded from our wholesale vehicle sales. Wholesale vehicle sales for SAIC GM Investment Limited, the holding company of General Motors India Private Limited and Chevrolet Sales India Private Limited (collectively HKJV) are included in the three months ended March 31, 2013. |
Three Months Ended | |||||
March 31, 2013 | March 31, 2012 | ||||
Joint venture sales in China | |||||
SAIC General Motors Sales Co., Ltd. (SGMS) | 382 | 337 | |||
SGMW and FAW-GM | 434 | 407 | |||
Joint venture sales in India | |||||
HKJV | 28 |
Three Months Ended | |||||
March 31, 2013 | March 31, 2012 | ||||
Retail Vehicle Sales (units in thousands)(a)(b)(c) | |||||
United States | |||||
Chevrolet - Cars | 205 | 217 | |||
Chevrolet - Trucks | 167 | 151 | |||
Chevrolet - Crossovers | 98 | 80 | |||
Cadillac | 43 | 31 | |||
Buick | 48 | 37 | |||
GMC | 105 | 92 | |||
Total United States | 665 | 608 | |||
Canada, Mexico and Other | 97 | 96 | |||
Total North America | 762 | 704 | |||
Europe | |||||
Opel/Vauxhall | 260 | 275 | |||
Chevrolet | 112 | 122 | |||
Other | 1 | 1 | |||
Total Europe | 373 | 398 | |||
Asia/Pacific, Middle East and Africa | |||||
Chevrolet | 290 | 291 | |||
Wuling | 397 | 355 | |||
Buick | 209 | 181 | |||
Holden | 27 | 31 | |||
GMC | 9 | 11 | |||
Cadillac | 9 | 9 | |||
Other | 51 | 51 | |||
Total Asia/Pacific, Middle East and Africa(d) | 992 | 928 | |||
South America | |||||
Chevrolet | 233 | 246 | |||
Other | 1 | 1 | |||
Total South America | 234 | 248 | |||
Total Worldwide | 2,361 | 2,278 |
(a) | North America retail vehicle sales primarily represent sales to the end customer. Europe, Asia/Pacific, Middle East and Africa and South America retail vehicle sales primarily represent estimated sales to the end customer. In countries where end customer data is not readily available other data sources, such as wholesale or forecast volumes, are used to estimate retail vehicle sales. |
(b) | Certain fleet sales that are accounted for as operating leases are included in retail vehicle sales at the time of delivery to the daily rental car companies. |
(c) | Retail vehicle sales data may include rounding differences. |
(d) | The joint venture retail vehicle sales presented in the following table are included in GM's retail vehicle sales. Retail vehicle sales for HKJV are included in the three months ended March 31, 2012. |
Three Months Ended | ||||||
March 31, 2013 | March 31, 2012 | |||||
Joint venture sales in China | ||||||
SGMS | 382 | 337 | 337 | |||
SGMW and FAW-GM | 434 | 407 | 407 | |||
Joint venture sales in India | ||||||
HKJV | 28 | 28 |
Three Months Ended | |||
March 31, 2013 | March 31, 2012 | ||
Market Share(a)(b) | |||
United States - Cars | 13.8% | 14.3% | |
United States - Trucks | 24.2% | 22.8% | |
United States - Crossovers | 18.8% | 17.3% | |
Total United States | 17.7% | 17.2% | |
Total North America | 17.1% | 16.7% | |
Total Europe | 8.3% | 8.2% | |
Total Asia/Pacific, Middle East and Africa(c) | 9.6% | 9.4% | |
Total South America | 17.2% | 18.3% | |
Total Worldwide | 11.4% | 11.2% | |
U.S. Retail/Fleet Mix | |||
% Fleet Sales - Cars | 32.1% | 33.4% | |
% Fleet Sales - Trucks | 23.1% | 25.0% | |
% Fleet Sales - Crossovers | 20.8% | 17.2% | |
Total Vehicles | 25.9% | 26.7% | |
North America Capacity Utilization | 98.1% | 103.9% |
Three Months Ended | |||||
March 31, 2013 | March 31, 2012 | ||||
Joint venture sales in China | |||||
SGMS | 382 | 337 | |||
SGMW and FAW-GM | 434 | 407 | |||
Joint venture sales in India | |||||
HKJV | 28 |
Three Months Ended | |||||||
March 31, 2013 | March 31, 2012 | ||||||
Net sales and revenue | |||||||
Automotive | $ | 36,344 | $ | 37,328 | |||
GM Financial | 540 | 431 | |||||
Total | 36,884 | 37,759 | |||||
Costs and expenses | |||||||
Automotive cost of sales | 32,617 | 32,910 | |||||
GM Financial operating and other expenses | 356 | 248 | |||||
Automotive selling, general and administrative expense | 2,939 | 2,973 | |||||
Other automotive expenses, net | 13 | 15 | |||||
Goodwill impairment charges | — | 617 | |||||
Total costs and expenses | 35,925 | 36,763 | |||||
Operating income | 959 | 996 | |||||
Automotive interest expense | 91 | 110 | |||||
Interest income and other non-operating income, net | 171 | 275 | |||||
Loss on extinguishment of debt | — | 18 | |||||
Income before income taxes and equity income | 1,039 | 1,143 | |||||
Income tax expense | 409 | 216 | |||||
Equity income, net of tax | 555 | 423 | |||||
Net income | 1,185 | 1,350 | |||||
Net loss attributable to noncontrolling interests | (10 | ) | (35 | ) | |||
Net income attributable to stockholders | $ | 1,175 | $ | 1,315 | |||
Net income attributable to common stockholders | $ | 865 | $ | 1,004 | |||
Earnings per share | |||||||
Basic | |||||||
Basic earnings per common share | $ | 0.63 | $ | 0.64 | |||
Weighted-average common shares outstanding | 1,372 | 1,572 | |||||
Diluted | |||||||
Diluted earnings per common share | $ | 0.58 | $ | 0.60 | |||
Weighted-average common shares outstanding | 1,507 | 1,692 |
Three Months Ended | |||||||
March 31, 2013 | March 31, 2012 | ||||||
Basic earnings per share | |||||||
Net income attributable to stockholders | $ | 1,175 | $ | 1,315 | |||
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security(a)(b) | (310 | ) | (311 | ) | |||
Net income attributable to common stockholders | $ | 865 | $ | 1,004 | |||
Weighted-average common shares outstanding - basic | 1,372 | 1,572 | |||||
Basic earnings per common share | $ | 0.63 | $ | 0.64 | |||
Diluted earnings per share | |||||||
Net income attributable to stockholders | $ | 1,175 | $ | 1,315 | |||
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security(a)(c) | (302 | ) | (305 | ) | |||
Net income attributable to common stockholders | $ | 873 | $ | 1,010 | |||
Weighted-average shares outstanding - diluted | |||||||
Weighted-average common shares outstanding - basic | 1,372 | 1,572 | |||||
Dilutive effect of warrants | 134 | 116 | |||||
Dilutive effect of restricted stock units | 1 | 4 | |||||
Weighted-average common shares outstanding - diluted | 1,507 | 1,692 | |||||
Diluted earnings per common share | $ | 0.58 | $ | 0.60 |
(a) | Includes earned but undistributed dividends of $26 million on GM's Series A Preferred Stock and $20 million on GM's Series B Preferred Stock in the three months ended March 31, 2013 and 2012. |
(b) | Includes cumulative dividends on preferred stock of $215 million and earnings of $95 million that have been allocated to the Series B Preferred Stock holders in the three months ended March 31, 2013 and cumulative dividends on preferred stock of $215 million and earnings of $96 million that have been allocated to the Series B Preferred Stock holders in the three months ended March 31, 2012. |
(c) | Includes cumulative dividends on preferred stock of $215 million and earnings of $87 million that have been allocated to the Series B Preferred Stock holders in the three months ended March 31, 2013 and cumulative dividends on preferred stock of $215 million and earnings of $90 million that have been allocated to the Series B Preferred Stock holders in the three months ended March 31, 2012. |
March 31, 2013 | December 31, 2012 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 20,643 | $ | 18,422 | |||
Marketable securities | 6,560 | 8,988 | |||||
Restricted cash and marketable securities | 713 | 686 | |||||
Accounts and notes receivable (net of allowance of $312 and $311) | 12,559 | 10,395 | |||||
GM Financial finance receivables, net (including gross consumer finance receivables transferred to SPEs of $4,512 and $3,444) | 4,286 | 4,044 | |||||
Inventories | 15,200 | 14,714 | |||||
Equipment on operating leases, net | 1,730 | 1,782 | |||||
Deferred income taxes | 9,336 | 9,429 | |||||
Other current assets | 1,543 | 1,536 | |||||
Total current assets | 72,570 | 69,996 | |||||
Non-current Assets | |||||||
Restricted cash and marketable securities | 623 | 682 | |||||
GM Financial finance receivables, net (including gross consumer finance receivables transferred to SPEs of $7,131 and $6,458) | 7,169 | 6,954 | |||||
Equity in net assets of nonconsolidated affiliates | 7,470 | 6,883 | |||||
Property, net | 24,893 | 24,196 | |||||
Goodwill | 1,968 | 1,973 | |||||
Intangible assets, net | 6,997 | 6,809 | |||||
GM Financial equipment on operating leases, net (including assets transferred to SPEs of $2,047 and $540) | 2,039 | 1,649 | |||||
Deferred income taxes | 27,669 | 27,922 | |||||
Other assets | 2,377 | 2,358 | |||||
Total non-current assets | 81,205 | 79,426 | |||||
Total Assets | $ | 153,775 | $ | 149,422 | |||
LIABILITIES AND EQUITY | |||||||
Current Liabilities | |||||||
Accounts payable (principally trade) | $ | 27,117 | $ | 25,166 | |||
Short-term debt and current portion of long-term debt | |||||||
Automotive (including certain debt at VIEs of $273 and $228) | 1,756 | 1,748 | |||||
GM Financial | 5,216 | 3,770 | |||||
Accrued liabilities | 22,450 | 23,308 | |||||
Total current liabilities | 56,539 | 53,992 | |||||
Non-current Liabilities | |||||||
Long-term debt | |||||||
Automotive (including certain debt at VIEs of $116 and $122) | 3,419 | 3,424 | |||||
GM Financial | 8,033 | 7,108 | |||||
Postretirement benefits other than pensions | 7,246 | 7,309 | |||||
Pensions | 26,775 | 27,420 | |||||
Other liabilities and deferred income taxes | 13,428 | 13,169 | |||||
Total non-current liabilities | 58,901 | 58,430 | |||||
Total Liabilities | 115,440 | 112,422 | |||||
Commitments and contingencies | |||||||
Equity | |||||||
Preferred stock, $0.01 par value | |||||||
Series A | 5,536 | 5,536 | |||||
Series B | 4,855 | 4,855 | |||||
Common stock, $0.01 par value | 14 | 14 | |||||
Capital surplus (principally additional paid-in capital) | 23,776 | 23,834 | |||||
Retained earnings | 11,017 | 10,057 | |||||
Accumulated other comprehensive loss | (7,611 | ) | (8,052 | ) | |||
Total stockholders’ equity | 37,587 | 36,244 | |||||
Noncontrolling interests | 748 | 756 | |||||
Total Equity | 38,335 | 37,000 | |||||
Total Liabilities and Equity | $ | 153,775 | $ | 149,422 |