General Motors Announces the New Company's July 10-September 30 Preliminary
Managerial Results
DETROIT, Nov. 16 /CNW/ --
-- Operating actions result in EBIT loss before special items of $261
million and managerial net loss of $1.2 billion
-- Continued progress on structural cost reductions
-- Healthier balance sheet with significantly lower debt
-- $3.3 billion positive managerial operating cash flow favorably
impacted
by working capital; $42.6 billion third quarter liquidity position
expected to decline materially in the fourth quarter
-- Accelerated plan to repay U.S. and Canadian taxpayers; first $1.2
billion payment in December
</pre>
<p>General Motors Company (GM) released today preliminary non-GAAP managerial results(1) for its first 83 days of operation, providing an initial look at its financial performance since it began operations as a new company on <chron>July 10, 2009</chron>.</p>
<p/>
<p>"We have significantly more work to do, but today's results provide evidence of the solid foundation we're building for the new GM. With a healthier balance sheet and a competitive cost structure, our focus is on driving top line performance. We'll achieve that by winning customers over, one at a time, with vehicles that deliver performance and value," said GM President and CEO <person>Fritz Henderson</person>.</p>
<pre>
Preliminary Non-GAAP Managerial Results
</pre>
<p> </p>
<p> </p>
<pre>
"Old GM" GM
July 1-July 9, July 10-Sept. 30,
2009 2009
-------------- -----------------
($mils)
Net revenue $1,637 $26,352
</pre>
<p> </p>
<p> </p>
<pre>
Earnings before interest and taxes $(627) $(261)
(before special items)
</pre>
<p> </p>
<p> Net interest $(209) $(250)</p>
<p> </p>
<pre>
Special items $79,672(2) $(505)
------ -----
</pre>
<p> </p>
<p> </p>
<p>Earnings before taxes <money>$78,836</money> $(1,016)</p>
<p> </p>
<pre>
Taxes $522 $(135)
---- -----
</pre>
<p> </p>
<p>Total managerial income/(loss) <money>$79,358</money> $(1,151)</p>
<p> </p>
<p> </p>
<pre>
Managerial operating cash flow
(before special items)($bils) $(3.6) $3.3
</pre>
<p> </p>
<pre>
Global cash and cash-related
balance ($bils) $37.6 $42.6
Revenue
</pre>
<p>GM posted revenue of <money>$28.0 billion</money> in the third quarter of 2009 (July 1-Sept. 30, 2009), which was up approximately <money>$4.9 billion</money> compared to the revenue recognized by General Motors Corporation, or "Old GM," in the second quarter of 2009.</p>
<p/>
<p>The improvement was largely attributed to a higher global seasonally adjusted annual rate (SAAR) of 67.8 million units in the third quarter, compared to 62.7 million units in the second quarter of 2009, and GM's stabilizing global share. In <location>China</location>, <location>Brazil</location>, <location>India</location> and <location>Russia</location> (BRIC), GM had 13.0 percent of the combined market share in the third quarter, up 0.2 percentage points from the second quarter of 2009.</p>
<p/>
<p>GM's global share was 11.9 percent in the third quarter, up 0.3 percentage points from the first half of the year for Old GM. GM's U.S. market share in the third quarter was 19.5 percent, flat in relation to Old GM's U.S. share for the first half of the year.</p>
<p/>
<p>GM finished the third quarter with U.S. dealer inventories of approximately 424,000 vehicles; a reduction of approximately 158,000 units from the end of the second quarter.</p>
<p/>
<p>Contributing to GM's sales in the U.S. was the strong retail performance of some of its newest vehicles, including the Chevrolet Camaro and GMC Terrain, as well as the Chevrolet Equinox, Buick LaCrosse and Cadillac SRX which are generating higher average transaction prices and higher residual values than previous model year vehicles.</p>
<p/>
<p>In other markets around the world, strong consumer appeal for a number of GM's newest vehicles including the Holden and Chevrolet Cruze, Daewoo Matiz Creative, Opel/Vauxhall Astra and Chevrolet Agile are helping to reclaim global share. In fact, the Astra recently claimed its first major award by winning the prestigious Golden Steering Wheel award by the Auto Bild magazine and the Agile was just elected the 2010 Car of the Year by AutoEsporte magazine in <location>Brazil</location>.</p>
<p/>
<p>The <location>China</location> market in particular is proving to be a strong contributor for the company's results. Maintaining a leading market share position in <location>China</location>, GM and its joint venture partners continue to see an upward trend, selling more than 478,000 vehicles in the third quarter of 2009, up from approximately 451,000 and 364,000 units in the second and first quarters, respectively.</p>
<pre>
Managerial Results
</pre>
<p>After the inclusion of special items, GM's managerial earnings before tax for the July 10-Sept. 30 period was a loss of <money>$1.0 billion</money>. GM recorded special items for the same period of <money>$505 million</money>, attributed primarily to dealer restructuring, attrition-related charges and Delphi.(3) For the July 10-Sept. 30 period GM posted a managerial loss after-tax of <money>$1.2 billion</money>.</p>
<p/>
<p>GM managerial earnings before interest and taxes (EBIT) before special items for the July 10-Sept. 30 period was a loss of <money>$261 million</money>, with GM <location>North America</location> reporting a loss of <money>$651 million</money> and GM International Operations reporting a profit of <money>$238 million</money>. Managerial earnings before interest, taxes, depreciation and amortization (EBITDA) was <money>$1.5 billion</money> before special items.</p>
<p/>
<p>Total structural cost for the company has been significantly reduced by the resizing and delayering of the company including salaried and hourly headcount reductions, engineering savings and volume related savings. GM structural cost for the period July 10-Sept. 30, 2009 was <money>$9.1 billion</money>. Structural cost for Old GM for the period Jan. 1-July 9, 2009 was <money>$22.0 billion</money>. For the 9-month period ending <chron>September 30, 2008</chron>, Old GM had structural cost of <money>$37.8 billion</money>.</p>
<pre>
Structural Cost
</pre>
<p> </p>
<p> </p>
<pre>
(bils) "Old GM" "Old GM" GM
Jan. 1-Sept. 30, Jan. 1-July 9, July 10-Sept. 30,
2008 2009 2009
---------------- -------------- -----------------
</pre>
<p> </p>
<pre>
Total Structural Cost $37.8 $22.0 $9.1
</pre>
<p>While financial statements between Old GM and GM are not comparable, the above structural costs breakdowns for the two companies are provided for perspective.</p>
<pre>
Balance Sheet and Cash
</pre>
<p>For the period July 10-Sept. 30, GM had positive managerial operating cash flow before special items of <money>$3.3 billion</money>, reflecting the favorable working capital impact from production start up, timing of supplier payments and lower capital spending. The favorable working capital impact is not expected to repeat itself in the fourth quarter (see the "Looking Ahead" section below). For the period July 1-July 9, Old GM had negative operating cash flow of <money>$3.6 billion</money>, reflecting extremely low production in <location>North America</location>.</p>
<p/>
<p>As of <chron>September 30, 2009</chron>, cash and marketable securities totaled <money>$42.6 billion</money>. Included in this amount was <money>$17.4 billion</money> held in escrowed funds from the <location>United States</location> Treasury (UST) and Export Development <location>Canada</location> (EDC), with <money>$8.1 billion</money> of this amount allocable for future repayments of the UST and EDC loans, <money>$2.8 billion</money> for the recently completed Delphi settlement and <money>$900 million</money> for healthcare in <location>Canada</location>, leaving a remaining escrow cash balance of <money>$5.6 billion</money>.</p>
<p/>
<p>In light of improving global economic conditions, stabilizing industry sales and its healthier cash position, GM announced today that it plans to accelerate repayment of its outstanding <money>$6.7 billion</money> in UST loans as well as the C$1.5 billion (US$1.4 billion) in EDC loans ahead of the scheduled maturity date of <chron>July 2015</chron>.</p>
<p/>
<p>GM plans to repay the <location>United States</location>, Canadian and Ontario government loans in quarterly installments from escrowed funds, beginning next month with an initial <money>$1.2 billion</money> payment to be made in December (<money>$1.0 billion</money> to the UST and <money>$192 million</money> to the EDC), followed by quarterly payments. Any escrowed funds available as of <chron>June 30, 2010</chron> would be used to repay the UST and EDC loans unless the escrowed funds were extended one year by the UST. Any balance of funds would be released to GM after the repayment of the UST and EDC loans.</p>
<p/>
<p>In addition, the company has begun to repay the German government loans which were extended to support Opel, and had a balance of euro 900 million (~US$1.3 billion) as of <chron>September 30, 2009</chron>. Opel has already repaid euro 500 million (~US$0.7 billion) of that in November, and will repay the remaining euro 400 million (~US$0.6 billion) balance by the end of the month. The cash balance in <location>Europe</location> as of <chron>September 30, 2009</chron> was US$2.9 billion.</p>
<p/>
<p>GM's total debt as of <chron>September 30, 2009</chron> was <money>$17 billion</money>, including <money>$6.7 billion</money> in U.S. government loans, <money>$1.4 billion</money> in Canadian government loans, <money>$1.3 billion</money> in German government loans and <money>$7.6 billion</money> in other debt globally. The <money>$17 billion</money> debt level does not include the UAW or CAW VEBA notes or preferred stock, which are <money>$2.5 billion</money>, <money>$0.7 billion</money> and <money>$9 billion</money>, respectively. While GM has reached settlements for the UAW and CAW VEBAs, the debt associated with the agreements will not be recognized until all preconditions are met and they become effective, which will be <chron>December 31, 2009</chron> or later. Prior to the start of the new GM, total debt of Old GM was <money>$94.7 billion</money> as of <chron>July 9, 2009</chron>.</p>
<pre>
Looking Ahead
</pre>
<p>Globally, GM expects total vehicle industry volume to moderate in the fourth quarter of 2009, with an estimated SAAR to be approximately 65.4 million units, down from 67.8 million units in the third quarter. Following the expiration of the successful 'Cash for Clunkers' stimulus program in the U.S. which contributed to GM's strong sales in the third quarter, the company anticipates the U.S. industry total vehicle SAAR volume in the fourth quarter will be approximately 10.7 million units, compared to 11.7 million units in the third quarter.</p>
<p/>
<p>Looking ahead to 2010, GM anticipates modest growth, with total industry volumes estimated at 62 to 65 million units, with a modest recovery in the U.S. market where the outlook for the 2010 calendar year for total vehicles is estimated at 11-12 million units.</p>
<p/>
<p>GM expects to have negative net cash flows in the fourth quarter of 2009 due to a number of factors including cash outflows relating to the Delphi settlement of <money>$2.8 billion</money>, the working capital impact of payment term adjustments of approximately <money>$2 billion</money>, payments for U.S., <location>Canada</location>, Ontario and <location>Germany</location> government loans of approximately <money>$2.5 billion</money> and continuing restructuring cash costs of approximately <money>$1 billion</money>. As a result, global cash balances at the end of 2009 are expected to be materially lower than third quarter levels of <money>$42.6 billion</money>.</p>
<pre>
</pre>
<p>(1) See the "Editor's Notes" section of this release for details on the presentation of the reporting.</p>
<p>(2) Special items for July 1-July 9, 2009 includes a reorganization gain of <money>$80.7 billion</money>.</p>
<p>(3) Details on all special items are included in the "Highlights" section of this release.</p>
<pre>
Editors Notes:
</pre>
<p>Results presented in this press release reflect unaudited condensed consolidated managerial results for the new company for the period <chron>July 10</chron> through <chron>September 30, 2009</chron>, unless otherwise noted as the full quarter. The managerial financial statements do not comply with Generally Accepted Accounting Principles (GAAP), as they do not reflect the application of Fresh Start reporting for the new company, which encompasses the determination of the fair value of its assets and liabilities. Assets and liabilities are currently based on the historical cost basis acquired from Motors Liquidation Company or Old GM. GM continues to analyze time periods in which revenues and expenses were recorded along with allocations of certain assets and liabilities as acquired from Old GM. As a new company, results for GM are not comparable to prior period information for Motors Liquidation Company. GM intends to complete its Fresh Start reporting by <chron>March 31, 2010</chron>. The company intends to file a Form 8-K with the SEC today for the three- and nine-month periods ended <chron>September 30, 2009</chron>, encompassing information for both GM and its predecessor company, Motors Liquidation Company.</p>
<pre>
Forward-Looking Statements:
</pre>
<p>In this press release and in related comments by our management, our use of the words "expect," "anticipate," "ensure," "promote," "target," "believe," "improve," "intend," "enable," "continue," "will," "may," "would," "could," "should," "project," "projected," "positioned" or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: our ability to comply with the requirements of our credit agreements with the U.S. Treasury as well as the EDC and VEBA; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to restore consumers' confidence in our viability as a continuing entity and our ability to continue to attract customers, particularly for our new products, including cars and crossover vehicles; significant changes in the competitive environment and the effect of competition on our markets, including on our pricing policies; and overall strength and stability of general economic conditions and of the automotive industry, both in the <location>United States</location> and in global markets.</p>
<pre>
About General Motors:
</pre>
<p>GM, one of the world's largest automakers, traces its roots back to 1908. With its global headquarters in <location>Detroit</location>, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the <location>United States</location>, followed by <location>China</location>, <location>Brazil</location>, the <location>United Kingdom</location>, <location>Canada</location>, <location>Russia</location> and <location>Germany</location>. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from Motors Liquidation Company on <chron>July 10, 2009</chron>, and references to prior periods in this and other press materials refer to operations of Motors Liquidation Company or Old GM. More information on the new GM can be found at <a href="http://www.gm.com">www.gm.com</a>.</p>
<pre>
</pre>
<p> </p>
<p> Exhibit 1</p>
<p> </p>
<pre>
General Motors Company and Subsidiaries
Supplemental Material
</pre>
<p>In accordance with the agreement with the SEC staff, the accompanying unaudited condensed consolidated managerial financial statements include the financial statements and related information of Old GM, the entity from whom GM purchased substantially all of the assets and assumed certain liabilities and obligations. Prior to <chron>July 10, 2009</chron> the business of GM was operated by Old GM, GM's predecessor entity for accounting and financial reporting purposes.</p>
<p/>
<p>The 363 Sale resulted in a new entity, General Motors Company, which is the successor entity for accounting and financial reporting purposes. Because GM is a new reporting entity, the financial statements are not comparable to the financial statements of Old GM.</p>
<p/>
<p>Also consistent with the no-action relief granted by the SEC staff, these unaudited condensed consolidated managerial financial statements do not comply with <location>United States</location> generally accepted accounting principles (U.S. GAAP).</p>
<p/>
<p>This press release, the accompanying tables and the charts for analysts include unaudited condensed consolidated managerial financial statements which do not comply with U.S. GAAP. They do not reflect any adjustments which would result from the application of fresh-start reporting pursuant to Accounting Standards Codification topic (ASC) 852, "Reorganizations" including, for example, fresh-start adjustments resulting from asset and liability valuations (including the adjustments required to allocate GM's business enterprise value to its assets and liabilities in conformity with the procedures specified in ASC 805, "Business Combinations"). GM continues to analyze the time period in which revenues and expenses were recorded in addition to the allocation of assets and liabilities at <chron>July 10, 2009</chron> between GM and Old GM. Accordingly, these unaudited condensed consolidated managerial financial statements utilize the historical cost basis of the assets and liabilities of Old GM prior to the 363 Sale.</p>
<p/>
<p>These unaudited condensed consolidated managerial financial statements will change when U.S. GAAP is applied. Such changes could be and are likely to be material. Further, because these unaudited condensed consolidated managerial financial statements have not been prepared in accordance with U.S. GAAP, they have limitations, are not comparable to similarly titled financial statements of other companies and should not be considered as a substitute for financial statements prepared in accordance with U.S. GAAP or other measures of performance or liquidity prepared in accordance with U.S. GAAP.</p>
<p/>
<p>GM will file a Form 10-Q for the period ended <chron>September 30, 2009</chron> and Form 10-K for the period ending <chron>December 31, 2009</chron> with the SEC in 2010 that will include financial statements that comply with U.S. GAAP and the rules and regulations of the SEC.</p>
<p/>
<p>These unaudited condensed consolidated managerial financial statements have not been audited or reviewed by our independent auditors and, accordingly, they express no opinion or any other form of assurance on them.</p>
<p/>
<p>This press release and the charts for analysts also include the following adjusted financial measures, which are based on the unaudited condensed consolidated managerial financial statements: (1) adjusted managerial net income; (2) adjusted managerial earnings before interest and income tax; and (3) managerial cash flow. Certain prior period amounts have been reclassified in the consolidated managerial statements of operations and related summaries to conform to the current period presentation, primarily due to the adoption of ASC 810-10, "Consolidation" and ASC 470-20, "Debt with Conversions and Other Options," which have retrospective application.</p>
<p/>
<p>Management believes these adjusted financial measures provide meaningful supplemental information regarding GM's operating results because they exclude amounts that GM management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. GM management believes these measures allow it to readily view operating trends, perform analytical comparisons, benchmark performance among geographic regions and assess whether GM's plan to return to profitability is on target. Also, GM management uses adjusted net income and adjusted earnings before interest and income taxes for forecasting purposes and in determining future capital investment allocations. Accordingly, GM believes these financial measures are useful in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. While GM believes that these adjusted financial measures provide useful supplemental information, there are limitations associated with the use of these adjusted financial measures.</p>
<p/>
<p> </p>
<p> </p>
<p> </p>
<pre>
General Motors Company and Subsidiaries
Schedule of Special Items
</pre>
<p> </p>
<pre>
(Dollars in millions)
(Unaudited)
</pre>
<p> </p>
<pre>
Successor Predecessor
------------- ---------------------------------------------
July 10, July 1, January 1,
2009 2009 2009 Three Months Nine Months
Through Through Through Ended Ended
September 30, July 9, July 9, September 30, September 30,
2009 2009 2009 2008 2008
------------- ------- --------- ------------- -------------
Managerial results
Earnings before
interest and
taxes (EBT) $(1,016) $78,836 $57,829 $(2,484) $(20,318)
Managerial net
income/(loss)
attributable to
stockholders $(1,151) $79,358 $58,909 $(2,552) $(21,347)
</pre>
<p> </p>
<pre>
Pre-tax special items
Restructuring
and special
attrition programs 452 384 4,443 642 5,517
Delphi related 112 41 988 652 4,136
Saab related (59) 23 912 - -
Accelerated discount
amortization on
DIP financing - 600 2,220 - -
Reorganization
gains, net - (80,720) (79,563) - -
GMAC related - - (868) 251 3,037
Impairments - - 291 - -
Gain on extinguishment
of debt - - (906) - -
Salaried post-65
settlement - - - 1,704 1,704
UAW VEBA curtailment
gain - - - (4,901) (4,901)
Other - - (152) (1) 486
--- ------- ------- ------ -----
Total pre-tax
special items 505 (79,672) (72,635) (1,653) 9,979
Tax special items - - - - 394
Net interest expense
before special
items(a) 250 209 3,025 487 1,664
</pre>
<p> </p>
<pre>
Managerial results
before special items
Earnings before
taxes (EBIT) $(261) $(627) $(11,781) $(3,650) $(8,675)
===== ===== ======== ======= =======
Managerial net
loss attributable
to stockholders $(646) $(314) $(13,726) $(4,205) $(10,974)
===== ===== ======== ======= ========
</pre>
<p> </p>
<pre>
(a) Excludes $600 million and $2.2 billion of accelerated discount
amortization on DIP financing for the periods July 1, 2009 through
July 9, 2009 and January 1, 2009 through July 9, 2009.
Restructuring and special attrition programs
GM
</pre>
<p>As part of achieving and sustaining long-term viability and the viability of the dealer network, GM determined that a reduction in the number of U.S. and Canadian dealerships was necessary. GM's plan is to reduce dealerships in the U.S. to approximately 3,600 to 4,000 by <chron>October 31, 2010</chron>. Wind-down agreements have been executed with 2,042 retail dealers as of <chron>October 31, 2009</chron>. The retail dealers executing wind-down agreements have agreed to terminate their dealer agreements prior to <chron>October 31, 2010</chron>. A portion of the total wind-down payments were paid upon signing the termination agreement and the remainder will either be paid when the dealer has liquidated its new vehicle inventory and complied with other provisions of the termination agreement or over time as the dealer sells down its inventory. In the period <chron>July 10, 2009</chron> through <chron>September 30, 2009</chron>, GM recorded charges of <money>$320 million</money> related to the dealer wind-down agreements, including additional dealer incentives recorded as a reduction of revenue.</p>
<p/>
<p>In the period <chron>July 10, 2009</chron> through <chron>September 30, 2009</chron>, GM recorded charges of <money>$132 million</money> primarily due to 1,700 employees accepting the early retirement program extended to certain U.S. salaried employees in 2009 and separation programs in <location>Germany</location> and <location>Australia</location>.</p>
<pre>
Old GM
</pre>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, GMNA recorded restructuring and special attrition program charges of <money>$3.7 billion</money> due to: (1) <money>$1.4 billion</money> for the effect of the Job Opportunity Bank Program replaced by the Supplemental Unemployment Benefit (SUB) and Transitional Support Program (TSP); (2) <money>$1.3 billion</money> primarily related to net curtailment losses for hourly and salaried pension plans and adjustments due to employees participating in the 2009 Special Attrition Program; (3) <money>$1.0 billion</money> primarily related to postemployment benefit charges in the <location>United States</location> related to 13,000 hourly employees who participated in 2009 special attrition programs, including the cost of subsequent program enhancements.</p>
<p/>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, GMNA recorded charges of <money>$638 million</money> related to the dealer wind-down agreements, including additional dealer incentives recorded as a reduction of revenue.</p>
<p/>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, GMIO recorded charges of <money>$90 million</money>, primarily related to facility idlings and employee separation programs in <location>Europe</location>, <location>Australia</location> and <location>South Africa</location>.</p>
<p/>
<p>In the three and nine months ended <chron>September 30, 2008</chron>, GMNA recorded restructuring charges primarily related to various restructuring initiatives and 2008 special attrition programs. GMNA recorded third quarter charges of <money>$22 million</money> for the 2008 Special Attrition Programs and year to date charges of <money>$3.5 billion</money> for preretirement and retirement pension and benefit incentives and cash buyouts for employees leaving under the 2008 Special Attrition Programs. During the third quarter and year to date, GMNA also recorded charges of <money>$591 million</money> and <money>$1.7 billion</money> for additional wage and benefit costs related to the capacity actions and plant idlings in the U.S. and <location>Canada</location>.</p>
<p/>
<p>In the three and nine months ended <chron>September 30, 2008</chron>, GMIO recorded charges of <money>$29 million</money> and <money>$329 million</money> for separation programs primarily in <location>Belgium</location>, <location>France</location>, <location>Germany</location>, the <location>United Kingdom</location> and <location>Australia</location>.</p>
<pre>
Delphi related
GM
</pre>
<p>In the period <chron>July 10, 2009</chron> through <chron>September 30, 2009</chron>, GM recorded charges of <money>$112 million</money> to write-off advances made to Delphi under the credit agreement.</p>
<pre>
Old GM
</pre>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, Old GM charges of <money>$988 million</money> to write-off advances made to Delphi under credit agreements and the payment terms acceleration agreement and to record the estimated losses associated with the Delphi Benefit Guarantee Agreement arising from the PBGC's assumption of the Delphi benefit plans.</p>
<p/>
<p>In the three and nine months ended <chron>September 30, 2008</chron>, Old GM charges of <money>$652 million</money> and <money>$4.1 billion</money> for increased liabilities under the Delphi-GM Settlement Agreements, primarily due to expectations of increased obligations and lower estimates of the expected amount of recoveries associated with the Delphi Benefit Guarantee Agreements, updated to reflect certain conditions related to the credit markets and challenges in the auto industry.</p>
<pre>
Saab related
GM
</pre>
<p>GM acquired Old GM's investment in Saab Automobile AB (Saab) as part of the 363 Sale. On <chron>August 18, 2009</chron> GM signed a stock purchase agreement with Koenigsegg Group AB regarding the sale of 100% of the shares of Saab, and on <chron>August 24, 2009</chron> Saab exited its reorganization proceeding. As a result, in the period <chron>July 10, 2009</chron> through <chron>September 30, 2009</chron>, GM reflected Saab assets and liabilities on its books as Held for Sale and recorded a favorable adjustment of <money>$59 million</money> for previously recorded commitments and obligations.</p>
<pre>
Old GM
</pre>
<p>On <chron>February 20, 2009</chron>, Saab filed for reorganization under a self-managed Swedish court process, which is similar to U.S. Chapter 11 bankruptcy protection. The reorganization filing resulted in the loss of control necessary for consolidation and therefore GM deconsolidated Saab on <chron>February 20, 2009</chron>. In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, GM recorded charges of <money>$912 million</money> primarily related to GM's net investment in, and advances to, Saab and other commitments and obligations, including a commitment to provide up to <money>$150 million</money> of debtor-in-possession financing.</p>
<pre>
Accelerated amortization of discount on DIP financing
Old GM
</pre>
<p>In the periods <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron> and <chron>July 1, 2009</chron> through <chron>July 9, 2009</chron>, Old GM recorded accelerated amortization of <money>$2.2 billion</money> and <money>$600 million</money> on the discount of the DIP financing.</p>
<pre>
Reorganization gains, net
Old GM
</pre>
<p>The following table summarizes Old GM's Reorganization gains, net (dollars in millions):</p>
<p> </p>
<p> </p>
<p> </p>
<pre>
Predecessor
-----------------------------
July 1, 2009 January 1, 2009
Through Through
July 9, 2009 July 9, 2009
------------ ---------------
Professional fees $- $(39)
Gain due to conversion of DIP Facility
to equity in GM 27,939 27,939
Gain due to conversion of UST and EDC funding
to equity in GM 25,700 25,700
Gains resulting from Old GM debt and other
liabilities not assumed in 363 Sale 29,867 29,867
Issuance of GM common and preferred stock (2,505) (2,505)
Loss on extinguishment of debt - (958)
Loss on contract rejections and settlements
of claims (281) (441)
---- ----
Total reorganization gains, net $80,720 $79,563
======= =======
GMAC related
Old GM
</pre>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, Old GM recorded a net gain on debt extinguishment of <money>$483 million</money> and <money>$385 million</money> representing our proportionate share of GMAC's debt extinguishment. On <chron>May 29, 2009</chron>, the UST exercised this option to convert Old GM's UST GMAC Loan of <money>$884</money> outstanding debt to 190,921 shares of GMAC's Class B Common Membership Interests. The outstanding principal and interest of the debt was extinguished, and Old GM recognized a net gain on extinguishment of <money>$483 million</money>. The net gain on extinguishment of debt was comprised of a <money>$2.5 billion</money> gain on the disposition of GMAC Common Membership Interests, a <money>$2.0 billion</money> loss on extinguishment of the UST GMAC Loan and a gain of <money>$8 million</money> related to the extinguishment of accrued interest. GMAC converted its status to a C corporation effective <chron>June 30, 2009</chron>. At that date, the accounting treatment for the investment in GMAC was reevaluated and it was determined that accounting for GMAC as a cost method investment rather than an equity method investee was more appropriate due to a lack of significant influence over GMAC.</p>
<p/>
<p>In the three and nine months ended <chron>September 30, 2008</chron>, charges of <money>$251 million</money> and <money>$3.0 billion</money> were recorded for impairments of GM's investment in Common and Preferred Membership Interests of GMAC.</p>
<pre>
Impairments
Old GM
</pre>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, Old GM recorded charges of <money>$291 million</money> primarily related to long-lived asset impairments.</p>
<pre>
Gain on extinguishment of debt
Old GM
</pre>
<p>On <chron>March 4, 2009</chron>, Old GM entered into an agreement to amend a <money>$1.5 billion</money> U.S. term loan. Because the terms of the amended U.S. term loan were substantially different than the original terms, primarily due to the revised borrowing rate, the amendment was accounted for as a debt extinguishment. As a result, GM recorded the amended U.S. term loan at fair value and recorded a gain of <money>$906 million</money> for the extinguishment of the original loan facility.</p>
<pre>
Salaried post-65 settlement
Old GM
</pre>
<p>In the three and nine months ended <chron>September 30, 2008</chron>, Old GM charges of <money>$1.7 billion</money> were recorded for the recognition of a settlement loss associated with the elimination of healthcare coverage for U.S. salaried retirees over age 65 beginning <chron>January 1, 2009</chron>. The settlement loss was recorded for participants over age 65 at <chron>January 1, 2009</chron> and considers the cost of the increased pension benefit provided to those affected participants to help offset the cost of Medicare and supplemental coverage.</p>
<pre>
UAW VEBA curtailment gain
Old GM
</pre>
<p>In the three and nine months ended <chron>September 30, 2008</chron> a gain of <money>$4.9 billion</money> were recorded for the recognition of a net curtailment gain specific to the accelerated recognition of unamortized net prior service credits due to the Settlement Agreement for the UAW hourly medical plan becoming effective in the third quarter of 2008.</p>
<pre>
Other
Old GM
</pre>
<p>In the period <chron>January 1, 2009</chron> through <chron>July 9, 2009</chron>, Old GM recorded <money>$152 million</money> of favorable adjustments to the Joint Training Funds reserve based on the 2009 revised contract with the UAW.</p>
<p/>
<p>In the three months ended <chron>September 30, 2009</chron>, net <money>$1 million</money> gain related to charges of <money>$47 million</money> for 600 salaried employees who irrevocably accepted an offer under the 2008 salaried window retirement program as of <chron>September 30, 2008</chron> and a <money>$48 million</money> gain on the sale of its <location>Oklahoma City</location> facility, which was sold in the three months ended <chron>September 30, 2008</chron>.</p>
<p/>
<p>In the nine months ended <chron>September 30, 2008</chron>, Old GM recorded a net charge of <money>$486</money> related to the following: (1) a charge of <money>$340 million</money> for additional pension expense related to the unamortized prior service costs from prior CAW labor contracts; (2) a charge of <money>$197</money> related to Old GM's agreement to provide upfront support to American Axle to end the work stoppage that affected approximately 30 plants in <location>North America</location>; (3) a gain of <money>$50 million</money> on the sale of Old GM's common equity interest in Electro-Motive Diesel, Inc; and (4) a net gain of <money>$1 million</money> related to the 2008 salaried window program and sale of its <location>Oklahoma City</location> facility.</p>
<pre>
Tax adjustments
Old GM
</pre>
<p>In the nine months ended <chron>September 30, 2008</chron>, Old GM recorded an adjustment of <money>$394 million</money> related to a first quarter net charge for a valuation allowance on net deferred tax assets in <location>Spain</location> and the <location>United Kingdom</location>.</p>
<p/>
<p> </p>
<p> </p>
<p> </p>
<pre>
General Motors Company and Subsidiaries
Operating Statistics
</pre>
<p> </p>
<p> (Unaudited)</p>
<p> </p>
<pre>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2009 2008 2009 2008
--------- -------- -------- --------
Worldwide Production Volume (a) (b) (c) (Units in thousands)
</pre>
<p> </p>
<pre>
GMNA - Cars 205 436 491 1,178
GMNA - Trucks 326 479 806 1,456
--- --- --- -----
Total GMNA 531 915 1,297 2,634
GMIO (a) 1,166 1,124 3,268 3,862
----- ----- ----- -----
Total Worldwide 1,697 2,039 4,565 6,496
===== ===== ===== =====
</pre>
<p> </p>
<pre>
Vehicle Unit Deliveries (a) (c) (d) (e)
United States
Chevrolet - Cars 172 196 413 583
Chevrolet - Trucks 223 300 579 877
Cadillac 24 41 73 130
Buick 25 42 72 113
GMC 63 109 182 306
Pontiac 63 73 152 226
Saturn 17 57 60 159
Other 4 12 15 40
-- -- -- --
Total United States 593 828 1,547 2,433
Canada, Mexico and Other 98 150 301 456
-- --- --- ---
Total GMNA 691 978 1,848 2,889
--- --- ----- -----
GMIO (f)
Chevrolet 494 496 1,381 1,535
Opel/Vauxhall 306 336 963 1,208
Buick 117 65 313 212
GM Daewoo 33 31 80 102
Holden 31 35 91 107
Wuling (g) 262 128 754 457
FAW-GM (g) 9 - 9 -
Other 27 44 85 145
-- -- -- ---
Total GMIO 1,278 1,135 3,676 3,767
----- ----- ----- -----
Total Worldwide 1,969 2,113 5,523 6,656
===== ===== ===== =====
</pre>
<p> </p>
<pre>
(a) Vehicle sales and production volume will not be affected by
fresh-start reporting; therefore, for the three and nine months ended
September 30, 2009, GM's vehicle sales and production volume for the
period July 10, 2009 through September 30, 2009 is presented with Old
GM's vehicle sales and production volume for the periods July 1, 2009
through July 9, 2009 and January 1, 2009 through July 9, 2009 for
comparison purposes.
(b) Production volume represents the number of vehicles manufactured by
our and Old GM's assembly facilities and also includes vehicles
produced by certain joint ventures, including GM Daewoo, Shanghai GM
and SAIC-GM Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty
Commercial Vehicle Co., Ltd. (FAW-GM) joint venture production.
(c) Vehicle sales and production data may include rounding differences.
(d) Vehicle sales primarily represent sales to the ultimate customer.
(e) Includes HUMMER, Saab, Saturn and Pontiac vehicle sales data.
(f) Consistent with industry practice, vehicle sales information includes
estimates of industry sales in certain countries where public
reporting is not legally required or otherwise available on a
consistent basis.
(g) Includes GM Daewoo, Shanghai GM and SAIC-GM Wuling Automobile Co.,
Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd.
(FAW-GM) joint venture sales. Ownership of 34% in SGMW and 50% in
FAW-GM, under the joint venture agreement, allows for significant
rights as a member as well as the contractual right to report SGMW
and FAW-GM Light Duty Commercial sales in China as part of global
market share.
</pre>
<p> </p>
<p> </p>
<p> </p>
<pre>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
Market Share (a) 2009 2008 2009 2008
------ ------ ------ ------
United States - Cars 16.5% 20.3% 16.5% 18.7%
United States - Trucks 22.8% 28.4% 22.6% 25.8%
Total United States 19.5% 24.3% 19.5% 22.2%
Total GMNA 18.7% 23.4% 18.9% 21.7%
Total GMIO (a) (b) (c) 9.9% 9.4% 9.8% 9.5%
Total Worldwide 11.9% 13.0% 11.7% 12.6%
</pre>
<p> </p>
<pre>
U.S. Retail/Fleet Mix (a)
% Fleet Sales - Cars 29.8% 40.3% 27.3% 32.5%
% Fleet Sales - Trucks 21.2% 21.7% 22.0% 22.2%
Total Vehicles 25.1% 29.5% 24.3% 26.6%
</pre>
<p> </p>
<p>GMNA Capacity Utilization (d) 53.3% 79.0% 43.4% 75.5%</p>
<p> </p>
<pre>
(a) Vehicle sales, market share, U.S. retail/fleet mix and GMNA capacity
utilization will not be affected by fresh-start reporting; therefore,
for the three and nine months ended September 30, 2009, our vehicle
sales and production volume for the period July 10, 2009 through
September 30, 2009 is presented with Old GM's vehicle sales and
production volume for the periods July 1, 2009 through July 9, 2009
and January 1, 2009 through July 9, 2009 for comparison purposes.
(b) Consistent with industry practice, vehicle sales information includes
estimates of industry sales in certain countries where public
reporting is not legally required or otherwise available on a
consistent basis.
(c) Includes GM Daewoo, Shanghai GM and SAIC-GM Wuling Automobile Co.,
Ltd. (SGMW) and FAW-GM Light Duty Commercial joint venture sales.
Ownership of 34% in SGMW and 50% in FAW-GM, under the joint venture
agreement, allows for significant rights as a member as well as the
contractual right to report SGMW and FAW-GM Light Duty Commercial
sales in China as part of global market share.
(d) Two shift rated, annualized.
</pre>
<p> </p>
<p> </p>
<p> </p>
<pre>
Successor Predecessor
------------ -----------
September 30, December 30,
2009 2008
------------ -----------
Worldwide Employment (thousands)
GMNA (b) 92 116
GMIO 115 125
Corporate and Other 2 2
--- ---
Total Worldwide 209 243
=== ===
</pre>
<p> </p>
<pre>
United States - Salaried (a) (c) 27 29
United States - Hourly (a) (b) 48 62
</pre>
<p> </p>
<p> </p>
<pre>
(a) Includes employees in GMNA and Corporate and other.
(b) In the nine months ended September 30, 2009, 7,000 U.S. hourly
employees elected to participate in Old GM's 2009 Special Attrition
Program, which was introduced in February of 2009. In addition, 6,000
U.S. hourly employees elected to participate in Old GM's Second
Special Attrition Program, which was introduced in June of 2009.
(c) Subsequent to September 30, 2009, 3,000 U.S. salaried employees have
irrevocably accepted the 2009 Salaried Window Program option or the
GM Severance Program option.
</pre>
<p> </p>
<p> </p>
<p> </p>
<pre>
Successor Predecessor
------------- ---------------------------------------------
July 10, July 1, January 1,
2009 2009 2009 Three Months Nine Months
Through Through Through Ended Ended
September 30, July 9, July 9, September 30, September 30,
2009 2009 2009 2008 2008
------------- ------- --------- ------------- -------------
Worldwide Payroll
(billions) $2.9 $0.3 $6.2 $4.4 $13.0
</pre>
<p> </p>
<p> </p>
<p> </p>
<pre>
General Motors Company and Subsidiaries
Condensed Consolidated Managerial Statements of Operations
</pre>
<p> </p>
<pre>
(Dollars in millions)
(Not audited or reviewed)
</pre>
<p> </p>
<pre>
Successor Predecessor
------------- ---------------------------------------------
July 10, July 1, January 1,
2009 2009 2009 Three Months Nine Months
Through Through Through Ended Ended
September 30, July 9, July 9, September 30, September 30,
2009 2009 2009 2008 2008
------------- ------- --------- ------------- -------------
Net sales and revenue
Sales $26,274 $1,629 $46,786 $37,503 $117,120
Other revenue 78 8 328 305 1,081
-- -- --- --- -----
Total net sales
and revenue 26,352 1,637 47,114 37,808 118,201
------ ----- ------ ------ -------
Costs and expenses
Cost of sales 24,765 1,943 57,473 34,521 116,219
Selling, general
and administrative
expense 2,653 732 6,230 3,251 10,704
Other expenses, net (17) 21 1,323 919 5,226
--- -- ----- --- -----
Total costs and
expenses 27,401 2,696 65,026 38,691 132,149
------ ----- ------ ------ -------
Operating loss (1,049) (1,059) (17,912) (883) (13,948)
Equity in income
(loss) of GMAC - - 1,373 (1,235) (4,777)
Interest expense (356) (823) (5,428) (595) (2,217)
Interest income and
other non-operating
income, net 334 23 827 78 165
Gain (loss) on
extinguishment of debt - - (1,088) 43 97
Reorganization
gains, net - 80,720 79,563 - -
-- ------ ------ -- --
Income (loss) before
income taxes and
equity income (1,071) 78,861 57,335 (2,592) (20,680)
Income tax expense
(benefit) 135 (522) (1,080) 68 1,029
Equity income, net
of tax 212 15 278 50 310
--- -- --- -- ---
Managerial net income
(loss) (994) 79,398 58,693 (2,610) (21,399)
Less: Managerial net
(income) loss
attributable to
noncontrolling
interests (157) (40) 216 58 52
---- --- --- -- --
Managerial net income
(loss) attributable
to stockholders (1,151) 79,358 58,909 (2,552) (21,347)
Less: Accumulated
preferred dividends 146 - - - -
--- -- -- -- --
Managerial net income
(loss) attributable to
common stockholders $(1,297) $79,358 $58,909 $(2,552) $(21,347)
======= ======= ======= ======= ========
</pre>
<p> </p>
<p> </p>
<p> </p>
<pre>
General Motors Company and Subsidiaries
Condensed Consolidated Managerial Balance Sheets
</pre>
<p> </p>
<pre>
(Dollars in millions)
(Not audited or reviewed)
</pre>
<p> </p>
<pre>
Successor Predecessor
------------ -----------
September 30, December 31,
2009 2008
------------ -----------
ASSETS
Current Assets
Cash and cash equivalents $25,092 $14,053
Marketable securities 137 141
--- ---
Total cash and marketable securities 25,229 14,194
Restricted cash and marketable securities 17,987 -
Accounts and notes receivable, net 6,895 7,918
Inventories 9,812 13,195
Assets held for sale 492 -
Equipment on operating leases, net 2,708 5,142
Other current assets and deferred income
taxes 1,722 3,146
----- -----
Total current assets 64,845 43,595
Non-Current Assets
Equity in net assets of nonconsolidated
affiliates 2,245 2,146
Property, net 35,700 39,665
Intangible assets, net 201 265
Deferred income taxes 557 98
Prepaid pension 123 109
Equipment on operating leases, net 2 442
Restricted cash and marketable securities 2,327 2,589
Other assets 1,451 2,130
----- -----
Total non-current assets 42,606 47,444
------ ------
Total Assets $107,451 $91,039
======== =======
LIABILITIES AND DEFICIT
Current Liabilities
Accounts payable (principally trade) $20,213 $22,259
Short-term debt and current portion of
long-term debt 12,842 16,920
Liabilities held for sale 492 -
Postretirement benefits other than pensions 1,625 4,001
Accrued expenses 24,575 32,428
------ ------
Total current liabilities 59,747 75,608
Non-Current Liabilities
Long-term debt 4,197 29,018
Postretirement benefits other than pensions 30,077 28,919
Pensions 27,549 25,178
Other liabilities and deferred income taxes 14,035 17,392
------ ------
Total non-current liabilities 75,858 100,507
------ -------
Total Liabilities 135,605 176,115
Commitments and contingencies
Preferred stock, $0.01 par value (1,000,000,000
shares authorized, 360,000,000 shares issued
and 100,000,000 shares outstanding at
September 30, 2009) 2,500 -
Deficit
Old GM
Preferred stock, no par value (6,000,000 shares
authorized, no shares issued and outstanding) - -
Preference stock, $0.10 par value(100,000,000
shares authorized, no shares issued and outstanding) - -
Common Stock, $1 2/3 par value common stock
(2,000,000,000 shares authorized, 800,937,541
shares issued and outstanding at December 31, 2008) - 1,017
General Motors Company
Common stock, $0.01 par value (2,500,000,000 shares
authorized, 500,000,000 shares issued and
412,500,000 outstanding at September 30, 2009) 5 -
Capital surplus (principally additional
paid-in capital) 17,512 16,489
Retained earnings (Accumulated deficit) (13,011) (70,727)
Accumulated other comprehensive loss (35,557) (32,339)
-------- --------
Total stockholders' deficit (31,051) (85,560)
Noncontrolling interests 397 484
--- ---
Total deficit (30,654) (85,076)
------- -------
Total Liabilities and Deficit $107,451 $91,039
======== =======
For further information: Renee Rashid-Merem, +1-313-665-3128, +1-313-701-8560 (cell), [email protected], or Randy Arickx, +1-313-667-0006, +1-313-268-7070 (cell), [email protected], or Tom Wilkinson, +1-313-667-0366, +1-313-378-6233 (cell), [email protected], all of General Motors
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