Nu? The New New GM Completes Fresh-Start Accounting
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DETROIT, April 7 -- General Motors Company announced that it had completed fresh-start accounting, and would be filing its third quarter 2009 Form 10-Q and 2009 Form 10-K with the SEC today.
"We are building the foundation that will allow us to return to public ownership," said Chris Liddell, GM vice chairman and CFO. "Completing fresh-start accounting is an important step in that process."
The new company, which was formed on July 10, 2009 through the acquisition of substantially all the assets and certain liabilities of Motors Liquidation Company (formerly General Motors Corporation), had to complete the process of adopting fresh-start accounting to record the acquisition and establishment of the new GM as well as determine the fair value of assets and liabilities and implement new accounting policies.
The following table provides a summary of GM's financial results for the period ended December 31, 2009 under fresh-start accounting.
July 10-Dec. 31, '09
--------------------
($ bils)
Global revenue $57.5
Net income/(loss) attributed to stockholders $(4.3)
Net cash provided by operating activities $1.0
The $4.3 billion net loss includes the pre-tax impact of a $2.6 billion settlement loss related to the UAW retiree medical plan and a $1.3 billion foreign currency re-measurement loss.
Going public will enable the company to invest in designing, building and selling the world's best vehicles, attract the best people and access the capital markets. One of the most important measures in establishing the foundation for going public is the company's ability to return to sustainable profitability.
"As the results for 2009 show there is still significant work to be done. However, I continue to believe we have a chance of achieving profitability in 2010," said Liddell. "We are also dedicated to delivering on our commitments to our stakeholders. For example we remain committed to repaying the outstanding balance of the U.S. Treasury and Export Development Canada loans by June 2010 at the latest."
Forward-Looking Statements:
In this press release and in related comments by our management, our use of the words "expect," "anticipate," "possible," "potential," "target," "believe," "commit," "intend," "continue," "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 and EDC and to repay those agreements as planned; 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 maintain quality control over our vehicles and avoid material vehicle recalls; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt, including as required to fund our planning significant investment in new technology and our ability to realize successful vehicle applications of new technology.
GM's most recent annual report on Form 10-K will provide information about these and other factors, which we may revise or supplement in future reports to the SEC.
Exhibit 1 General Motors Company and Subsidiaries Supplemental Material
General Motors Company was formed by the United States Department of the Treasury in 2009 originally as a Delaware limited liability company, Vehicle Acquisition Holdings LLC, and subsequently converted to a Delaware corporation, NGMCO, Inc. On July 10, 2009 this company acquired substantially all of the assets and assumed certain liabilities of General Motors Corporation (363 Sale) and changed its name to General Motors Company (GM). General Motors Corporation is sometimes referred to, for the periods on or before July 9, 2009, as Old GM. Prior to July 10, 2009 Old GM operated the business of the Company, and pursuant to the agreement with the SEC Staff, the accompanying consolidated financial statements include the financial statements and related information of Old GM as it is GM's predecessor entity solely for accounting and financial reporting purposes. On July 10, 2009 in connection with the 363 Sale, General Motors Corporation changed its name to Motors Liquidation Company (MLC). MLC continues to exist as a distinct legal entity for the sole purpose of liquidating its remaining assets and liabilities.
The accompanying tables and charts for securities analysts include earnings before interest and taxes (EBIT), which is not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP) and has not been audited or reviewed by GM's independent auditors. EBIT is therefore considered a non-GAAP financial measure. The accompanying charts for securities analysts also contain a reconciliation from EBIT to its most comparable GAAP financial measure.
Management believes EBIT provides meaningful supplemental information regarding GM's operating results because it excludes amounts that management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. 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. Accordingly, GM believes EBIT is useful in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making.
GM is filing an Annual Report on Form 10-K for the year ended December 31, 2009, a Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and a Registration Statement on Form 10 pursuant to an agreement with the SEC Staff, as described in a no-action letter issued to Old GM by the SEC Staff on July 9, 2009 regarding GM's filing requirements and those of MLC.
Certain prior period amounts have been reclassified in the consolidated statements of operations 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.
In the year ended 2009 certain data such as vehicle sales, market share data and production volume combine GM's data in the period July 10, 2009 through December 31, 2009 with Old GM's data in the period January 1, 2009 through July 9, 2009 for comparative purposes.
General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)
Three Months Ended Year Ended
------------------ ----------
December 31, December 31,
------------ ------------
2009 2008 2009 2008
---- ---- ---- ----
Worldwide Production
Volume(a)(b)(c) (Units in thousands)
--------------------
GMNA - Cars 235 365 727 1,543
GMNA - Trucks 381 450 1,186 1,906
--- --- ----- -----
Total GMNA 616 815 1,913 3,449
GMIO 1,040 619 3,456 3,145
GME 266 214 1,134 1,550
--- --- ----- -----
Total Worldwide 1,922 1,648 6,503 8,144
===== ===== ===== =====
(a) Production volume represents the number of vehicles manufactured
by GM's and Old GM's assembly facilities and also includes vehicles
produced by certain joint ventures.
(b) Includes SGM, SGMW and FAW-GM joint venture production.
Ownership of 50% in SGM, 34% in SGMW and 50% in FAW-GM, under the
joint venture agreements, allows for significant rights as a member
as well as the contractual right to report SGMW and FAW-GM
production volume in China. These entities are not consolidated for
financial reporting purposes. Income and losses related to these
entities are recorded in Equity income, net of tax.
(c) Production data may include rounding differences.
General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)
Three Months Ended Year Ended
------------------ ----------
December 31, December 31,
------------ ------------
2009 2008 2009 2008
---- ---- ---- ----
Vehicle Unit
Deliveries(a)(b)(c)
United States
Chevrolet - Cars 133 132 546 715
Chevrolet - Trucks 219 209 799 1,086
Cadillac 36 32 109 161
Buick 30 24 102 137
GMC 78 71 260 377
Other Non-Core Divisions 42 80 269 504
--- --- --- ---
Total United States 538 547 2,084 2,981
Canada, Mexico and Other 100 127 400 585
--- --- --- ---
Total GMNA(d) 637 675 2,485 3,565
--- --- ----- -----
GMIO
Chevrolet 427 310 1,491 1,456
Buick 134 69 448 281
GM Daewoo 41 19 121 121
Holden 36 32 126 140
Wuling 247 149 1,001 606
FAW-GM 26 - 35 -
Other 26 29 104 150
--- --- --- ---
Total GMIO(e) 937 608 3,326 2,754
--- --- ----- -----
GME
Opal/Vauxhall 265 284 1,209 1,458
Chevrolet 107 121 426 510
Saab 5 13 27 66
Other 1 1 5 8
--- --- --- ---
Total GME(e) 378 419 1,667 2,043
--- --- ----- -----
Total Worldwide 1,952 1,702 7,478 8,362
===== ===== ===== =====
(a) Includes HUMMER, Saab, Saturn and Pontiac vehicle sales data.
(b) Includes SGM, SGMW and FAW-GM joint venture sales. Ownership of
50% in SGM, 34% in SGMW and 50% in FAW-GM, under the joint venture
agreements, allows for significant rights as a member as well as the
contractual right to report SGMW and FAW-GM joint venture vehicle
sales in China as part of global market share. These entities are
not consolidated for financial reporting purposes. Income and losses
related to these entities are recorded in Equity income, net of tax.
(c) Vehicle sales data may include rounding differences.
(d) Vehicle sales represent sales to the ultimate customer.
(e) Vehicle sales primarily represent estimated sales to the ultimate
customer.
General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)
Three Months Ended Year Ended
------------------ ----------
December 31, December 31,
------------ ------------
Market Share(a)(b) 2009 2008 2009 2008
---- ---- ---- ----
United States - Cars 15.5% 18.2% 16.3% 18.6%
United States - Trucks 24.5% 24.5% 23.1% 25.5%
Total United States 20.2% 21.5% 19.6% 22.1%
Total GMNA(c) 19.3% 21.0% 19.0% 21.5%
Total GMIO(d) 10.4% 9.6% 10.3% 9.6%
Total GME(d) 8.3% 9.2% 8.9% 9.3%
Total Worldwide 11.6% 12.0% 11.6% 12.4%
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 34.6% 45.6% 29.0% 34.8%
% Fleet Sales - Trucks 20.5% 23.2% 21.6% 22.4%
Total Vehicles 25.8% 32.2% 24.7% 27.6%
GMNA Capacity Utilization(e) 61.5% 72.1% 48.0% 74.7%
(a) Includes HUMMER, Saab, Saturn and Pontiac vehicle sales data.
(b) Includes SGM, SGMW and FAW-GM joint venture sales. Ownership of
50% in SGM, 34% in SGMW and 50% in FAW-GM, under the joint venture
agreements, allows for significant rights as a member as well as the
contractual right to report SGMW and FAW-GM joint venture vehicle
sales in China as part of global market share. These entities are
not consolidated for financial reporting purposes. Income and losses
related to these entities are recorded in Equity income, net of tax.
(c) Vehicle sales represent sales to the ultimate customer.
(d) Vehicle sales primarily represent estimated sales to the ultimate
customer.
(e) Two shift rated, annualized.
Successor Predecessor
--------- -----------
December December
31, 31,
--------- ---------
2009 2008
---- ----
Worldwide Employment (thousands)
GMNA(a) 102 116
GMIO 61 70
GME 53 55
Corporate 1 2
--- ---
Total Worldwide 217 243
=== ===
United States - Salaried(a)(b)(d) 26 29
United States - Hourly(a)(c) 51 62
(a) Includes additional 11,000 employees due to the acquisition of
Nexteer, of which 2,000 are U.S. salaried employees, 5,000 are U.S.
hourly employees and 4,000 are employees located outside the U.S.
(b) 5,000 U.S. salaried employees irrevocably accepted the 2009
Salaried Window Program (a voluntary program, subject to management
approval, to reduce salaried headcount based on individual
eligibility and employees elections made) option or the GM severance
program option.
(c) 13,000 U.S. hourly employees elected to participate in Old GM's
2009 Special Attrition Programs, which were introduced in February
and June of 2009 and offered cash and other incentives for
individuals who elected to retire or voluntarily terminate
employment.
(d) Includes employees in GMNA and Corporate.
Successor Predecessor
--------- -----------
July 10, 2009 January 1, 2009 Twelve Months
Through Through Ended
December 31, 2009 July 9, 2009 December 31, 2008
----------------- ------------ -----------------
Worldwide Payroll
(billions) $6.2 $6.2 $16.8
General Motors Company and Subsidiaries
Consolidated Statements of Operations
(Dollars in millions)
(Unaudited)
Successor Predecessor
--------- -----------
July 10, January 1,
2009 2009 Year
Through Through Ended
December July 9, December
31,2009 2009 31, 2008
--------- -------- ---------
Net sales
and
revenue
Sales $57,329 $46,787 $147,732
Other
revenue 145 328 1,247
--- --- -----
Total net
sales
and
revenue 57,474 47,115 148,979
------ ------ -------
Costs and
expenses
Cost of
sales 56,381 55,814 149,257
Selling,
general
and
administrative
expense 6,006 6,161 14,253
Other
expenses,
net 15 1,235 6,699
--- ----- -----
Total
costs
and
expenses 62,402 63,210 170,209
------ ------ -------
Operating
loss (4,928) (16,095) (21,230)
Equity in
income
(loss)
of and
disposition
of
interest
in GMAC - 1,380 (6,183)
Interest
expense (694) (5,428) (2,525)
Interest
income
and
other
non-
operating
income,
net 440 852 424
Gain
(loss)
on
extinguishment
of debt (101) (1,088) 43
Reorganization
gains,
net - 128,155 -
--- ------- ---
Income
(loss)
before
income
taxes
and
equity
income (5,283) 107,776 (29,471)
Income
tax
expense
(benefit) (1,000) (1,166) 1,766
Equity
income,
net of
tax 497 61 186
--- --- ---
Net
income
(loss) (3,786) 109,003 (31,051)
Less: Net
(income)
loss
attributable
to
noncontrolling
interests (511) 115 108
---- --- ---
Net
income
(loss)
attributable
to
stockholders (4,297) 109,118 (30,943)
Less:
Cumulative
dividends
on
preferred
stock 131 - -
--- --- ---
Net
income
(loss)
attributable
to
common
stockholders $(4,428) $109,118 $(30,943)
======= ======== ========
Earnings
(loss)
per
share
Basic
Income
(loss)
attributable
to
common
stockholders $(10.73) $178.63 $(53.47)
Weighted-
average
common
shares
outstanding 413 611 579
Diluted
Income
(loss)
attributable
to
common
stockholders $(10.73) $178.55 $(53.47)
Weighted-
average
common
shares
outstanding 413 611 579
Cash
dividends
per
common
share $- $- $0.50
Amounts
attributable
to
common
stockholders:
Income
(loss)
of tax $(4,428) $109,118 $(30,943)
General Motors Company and Subsidiaries
Consolidated Balance Sheets
(In millions, except share amounts)
(Unaudited)
Successor Predecessor
--------- -----------
December December
31, 31,
ASSETS 2009 2008
---- ----
Current Assets
Cash and cash equivalents $22,679 $14,053
Marketable securities 134 141
--- ---
Total cash, cash equivalents and marketable
securities 22,813 14,194
Restricted cash 13,917 672
Accounts and notes receivable (net of
allowance of $250 and $422) 7,518 7,918
Inventories 10,107 13,195
Assets held for sale 388 -
Equipment on operating leases, net 2,727 5,142
Other current assets and deferred income
taxes 1,777 3,146
----- -----
Total current assets 59,247 44,267
Non-Current Assets
Restricted cash 1,489 1,917
Equity in net assets of nonconsolidated
affiliates 7,936 2,146
Assets held for sale 530 -
Equipment on operating leases, net 3 442
Property, net 18,687 39,665
Goodwill 30,672 -
Intangible assets, net 14,547 265
Deferred income taxes 564 98
Prepaid pension 98 109
Other assets 2,522 2,130
----- -----
Total non-current assets 77,048 46,772
------ ------
Total Assets $136,295 $91,039
======== =======
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities
Accounts payable (principally trade) $18,725 $22,259
Short-term debt and current portion of
long-term debt 10,221 16,920
Liabilities held for sale 355 -
Postretirement benefits other than pensions 846 4,002
Accrued expenses 22,288 32,427
------ ------
Total current liabilities 52,435 75,608
Non-Current Liabilities
Long-term debt 5,562 29,018
Liabilities held for sale 270 -
Postretirement benefits other than pensions 8,708 28,919
Pensions 27,086 25,178
Other liabilities and deferred income taxes 13,279 17,392
------ ------
Total non-current liabilities 54,905 100,507
------ -------
Total liabilities 107,340 176,115
Commitments and contingencies
Preferred stock, $0.01 par value
(1,000,000,000 shares authorized and
360,000,000 shares issued and outstanding
at December 31, 2009) 6,998 -
Equity (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 610,483,231
shares outstanding at December 31, 2008) - 1,017
General Motors Company
Common stock, $0.01 par value
(2,500,000,000 shares authorized and
500,000,000 shares issued and outstanding
at December 31, 2009) 5 -
Capital surplus (principally additional
paid-in capital) 24,050 16,489
Accumulated deficit (4,394) (70,727)
Accumulated other comprehensive income
(loss) 1,588 (32,339)
----- -------
Total stockholders' equity (deficit) 21,249 (85,560)
Noncontrolling interests 708 484
--- ---
Total equity (deficit) 21,957 (85,076)
------ -------
Total Liabilities and Equity (Deficit) $136,295 $91,039
======== =======
General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)
Old GM
January 1, 2009 Through July 9, 2009
In the period January 1, 2009 through July 9, 2009, Old GM recorded
the following Reorganization gains, net, arising from the 363 Sale
and fresh-start reporting:
Predecessor
-----------
January 1,
2009
-----------
Through
-------
July 9,
2009
--------
Change in net assets resulting from the application of
fresh-start reporting $33,829
Fair value of New GM's Series A Preferred Stock, common
shares and warrants issued in 363 Sale 20,532
Gain from the conversion of debt owed to UST to equity 31,561
Gain from the conversion of debt owed to EDC to equity 5,964
Gain from the modification and measurement of GM's VEBA
obligation 7,731
Gain from the modification and measurement of other
employee benefit plans 4,585
Gain from the settlement of net liabilities retained by
MLC via the 363 Sale 25,177
Income tax benefit for release of valuation allowances
and other tax adjustments 710
Other 363 Sale adjustments (21)
Amount recorded in Income tax benefit (710)
Other losses, net (1,203)
------
Total Reorganization gains, net $128,155
========