gm-20200630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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, 2020


☐			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)

Delaware

27-0756180

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

300 Renaissance Center,

Detroit,

Michigan

48265

-3000

(Address of principal executive offices)

(Zip Code)

(313) 667-1500

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GM	New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 15, 2020 there were 1,431,096,512 shares of common stock outstanding.

INDEX

Page

PART I

Item 1.

Condensed Consolidated Financial Statements

Condensed Consolidated Income Statements (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Equity (Unaudited)

Notes to Condensed Consolidated Financial Statements

Note 1.

Nature of Operations and Basis of Presentation

Note 2.

Significant Accounting Policies

Note 3.

Revenue

Note 4.

Marketable and Other Securities

Note 5.

GM Financial Receivables and Transactions

Note 6.

Inventories

Note 7.

Equipment on Operating Leases

Note 8.

Equity in Net Assets of Nonconsolidated Affiliates

Note 9.

Goodwill

Note 10.

Variable Interest Entities

Note 11.

Debt

Note 12.

Derivative Financial Instruments

Note 13.

Accrued and Other Liabilities

Note 14.

Pensions and Other Postretirement Benefits

Note 15.

Commitments and Contingencies

Note 16.

Income Taxes

Note 17.

Restructuring and Other Initiatives

Note 18.

Stockholders' Equity and Noncontrolling Interests

Note 19.

Earnings Per Share

Note 20.

Segment Reporting

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

Signature

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 Ended						Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Net sales and revenue
Automotive	$	13,363	$	32,425	$	42,513	$	63,686
GM Financial	3,415		3,635		6,974		7,252
Total net sales and revenue (Note 3)	16,778		36,060		49,487		70,938
Costs and expenses
Automotive and other cost of sales	13,444		28,327		40,170		56,556
GM Financial interest, operating and other expenses	3,238		3,144		6,594		6,450
Automotive and other selling, general and administrative expense	1,310		2,102		3,280		4,201

Total costs and expenses	17,992		33,573		50,044		67,207
Operating income (loss)	(1,214)		2,487		(557)		3,731
Automotive interest expense	303		195		496		376
Interest income and other non-operating income, net	413		364		724		1,169

Equity income (Note 8)	212		271		80		685
Income (loss) before income taxes	(892)		2,927		(249)		5,209
Income tax expense (benefit) (Note 16)	(112)		524		245		661


Net income (loss)	(780)		2,403		(494)		4,548
Net loss attributable to noncontrolling interests	22		15		30		27
Net income (loss) attributable to stockholders	$	(758)	$	2,418	$	(464)	$	4,575

Net income (loss) attributable to common stockholders	$	(806)	$	2,381	$	(559)	$	4,500

Earnings (loss) per share (Note 19)

Basic earnings (loss) per common share	$	(0.56)	$	1.68	$	(0.39)	$	3.17
Weighted-average common shares outstanding – basic	1,432		1,420		1,432		1,419


Diluted earnings (loss) per common share	$	(0.56)	$	1.66	$	(0.39)	$	3.13
Weighted-average common shares outstanding – diluted	1,432		1,438		1,432		1,437

Dividends declared per common share	$	—	$	0.38	$	0.38	$	0.76

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


	Three Months Ended						Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Net income (loss)	$	(780)	$	2,403	$	(494)	$	4,548
Other comprehensive income (loss), net of tax (Note 18)
Foreign currency translation adjustments and other	(58)		68		(1,031)		217
Defined benefit plans	(39)		6		278		42
Other comprehensive income (loss), net of tax	(97)		74		(753)		259
Comprehensive income (loss)	(877)		2,477		(1,247)		4,807
Comprehensive loss attributable to noncontrolling interests	18		20		38		37
Comprehensive income (loss) attributable to stockholders	$	(859)	$	2,497	$	(1,209)	$	4,844

Reference should be made to the notes to condensed consolidated financial statements.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts) (Unaudited)


	June 30, 2020		December 31, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	28,228	$	19,069
Marketable debt securities (Note 4)	9,254		4,174

Accounts and notes receivable, net	7,946		6,797
GM Financial receivables, net (Note 5; Note 10 at VIEs)	22,851		26,601
Inventories (Note 6)	10,280		10,398

Other current assets (Note 4; Note 10 at VIEs)	8,938		7,953
Total current assets	87,497		74,992
Non-current Assets

GM Financial receivables, net (Note 5; Note 10 at VIEs)	28,999		26,355
Equity in net assets of nonconsolidated affiliates (Note 8)	7,724		8,562
Property, net	37,066		38,750
Goodwill and intangible assets, net	5,282		5,337
Equipment on operating leases, net (Note 7; Note 10 at VIEs)	39,601		42,055
Deferred income taxes	24,654		24,640
Other assets (Note 4; Note 10 at VIEs)	6,712		7,346
Total non-current assets	150,038		153,045
Total Assets	$	237,535	$	228,037

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	15,154	$	21,018
Short-term debt and current portion of long-term debt (Note 11)
Automotive	2,710		1,897
GM Financial (Note 10 at VIEs)	37,313		35,503
Accrued liabilities (Note 13)	22,727		26,487
Total current liabilities	77,904		84,905
Non-current Liabilities
Long-term debt (Note 11)
Automotive	32,211		12,489
GM Financial (Note 10 at VIEs)	54,939		53,435
Postretirement benefits other than pensions (Note 14)	5,836		5,935
Pensions (Note 14)	11,249		12,170
Other liabilities (Note 13)	11,903		13,146
Total non-current liabilities	116,138		97,175
Total Liabilities	194,042		182,080
Commitments and contingencies (Note 15)
Equity (Note 18)
Common stock, $0.01 par value	14		14
Additional paid-in capital	26,087		26,074
Retained earnings	25,104		26,860
Accumulated other comprehensive loss	(11,901)		(11,156)
Total stockholders’ equity	39,304		41,792
Noncontrolling interests	4,189		4,165
Total Equity	43,493		45,957
Total Liabilities and Equity	$	237,535	$	228,037

Reference should be made to the notes to condensed consolidated financial statements.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


	Six Months Ended
	June 30, 2020		June 30, 2019
Cash flows from operating activities
Net income (loss)	$	(494)	$	4,548
Depreciation and impairment of Equipment on operating leases, net	3,759		3,748
Depreciation, amortization and impairment charges on Property, net	2,814		3,775
Foreign currency remeasurement and transaction gains	(63)		(178)

Undistributed earnings of nonconsolidated affiliates, net	446		256
Pension contributions and OPEB payments	(327)		(570)
Pension and OPEB income, net	(518)		(306)

Provision (benefit) for deferred taxes	(24)		79
Change in other operating assets and liabilities	(6,847)		(6,357)




Net cash provided by (used in) operating activities	(1,254)		4,995
Cash flows from investing activities
Expenditures for property	(2,336)		(3,476)
Available-for-sale marketable securities, acquisitions	(7,656)		(2,213)

Available-for-sale marketable securities, liquidations	3,694		1,244






Purchases of finance receivables, net	(14,929)		(13,757)
Principal collections and recoveries on finance receivables	9,563		11,708
Purchases of leased vehicles, net	(6,054)		(8,189)
Proceeds from termination of leased vehicles	5,537		6,444
Other investing activities	(155)		99


Net cash used in investing activities	(12,336)		(8,140)
Cash flows from financing activities
Net increase in short-term debt	846		936
Proceeds from issuance of debt (original maturities greater than three months)	53,465		20,511
Payments on debt (original maturities greater than three months)	(29,512)		(20,625)
Proceeds from issuance of subsidiary preferred stock	—		414
Dividends paid	(592)		(1,184)
Other financing activities	(491)		(264)


Net cash provided by (used in) financing activities	23,716		(212)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(429)		42
Net increase (decrease) in cash, cash equivalents and restricted cash	9,697		(3,315)
Cash, cash equivalents and restricted cash at beginning of period	22,943		23,496
Cash, cash equivalents and restricted cash at end of period	$	32,640	$	20,181








Significant Non-cash Investing and Financing Activity
Non-cash property additions	$	1,773	$	3,026

Reference should be made to the notes to condensed consolidated financial statements.

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)


	Common Stockholders’																Noncontrolling Interests	Total Equity
			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
Balance at January 1, 2019	$	14		$	25,563		$	22,322		$	(9,039)		$	3,917	$	42,777

Net income	—			—			2,157			—			(12)		2,145
Other comprehensive income	—			—			—			190			(5)		185




Stock based compensation	—			95			(6)			—			—		89
Cash dividends paid on common stock	—			—			(539)			—			—		(539)
Dividends to noncontrolling interests	—			—			—			—			(18)		(18)
Other	—			3			5			—			(9)		(1)
























Balance at March 31, 2019	14			25,661			23,939			(8,849)			3,873		44,638
Net income	—			—			2,418			—			(15)		2,403
Other comprehensive income	—			—			—			79			(5)		74
Issuance of subsidiary preferred stock (Note 18)	—			—			—			—			408		408
Stock based compensation	—			78			(9)			—			—		69
Cash dividends paid on common stock	—			—			(540)			—			—		(540)
Dividends to noncontrolling interests	—			—			—			—			(23)		(23)
Other	—			26			(1)			—			35		60
Balance at June 30, 2019	$	14		$	25,765		$	25,807		$	(8,770)		$	4,273	$	47,089


Balance at January 1, 2020	$	14		$	26,074		$	26,860		$	(11,156)		$	4,165	$	45,957
Adoption of accounting standards (Note 1)	—			—			(660)			—			—		(660)
Net income	—			—			294			—			(8)		286
Other comprehensive loss	—			—			—			(644)			(12)		(656)
Issuance of subsidiary preferred stock	—			—			—			—			26		26
Purchase of common stock	—			(57)			(33)			—			—		(90)


Stock based compensation	—			(3)			(7)			—			—		(10)
Cash dividends paid on common stock	—			—			(545)			—			—		(545)
Dividends to noncontrolling interests	—			—			—			—			(4)		(4)
Other	—			—			(24)			—			37		13
Balance at March 31, 2020	14			26,014			25,885			(11,800)			4,204		44,317
Net loss	—			—			(758)			—			(22)		(780)
Other comprehensive loss	—			—			—			(101)			4		(97)
Issuance of subsidiary preferred stock	—			—			—			—			26		26



Stock based compensation	—			73