þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
STATE OF 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)
|
|
|
|
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.
|
Marketable Securities
|
|
|
Note 3.
|
GM Financial Receivables, net
|
|
|
Note 4.
|
Inventories
|
|
|
Note 5.
|
Equity in Net Assets of Nonconsolidated Affiliates
|
|
|
Note 6.
|
Variable Interest Entities
|
|
|
Note 7.
|
Debt
|
|
|
Note 8.
|
Product Warranty and Related Liabilities
|
|
|
Note 9.
|
Pensions and Other Postretirement Benefits
|
|
|
Note 10.
|
Commitments and Contingencies
|
|
|
Note 11.
|
Income Taxes
|
|
|
Note 12.
|
Restructuring and Other Initiatives
|
|
|
Note 13.
|
Stockholders' Equity
|
|
|
Note 14.
|
Earnings Per Share
|
|
|
Note 15.
|
Segment Reporting
|
|
|
Note 16.
|
Subsequent Event
|
|
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
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Net sales and revenue
|
|
|
|
||||
Automotive
|
$
|
35,195
|
|
|
$
|
34,364
|
|
GM Financial
|
2,070
|
|
|
1,348
|
|
||
Total net sales and revenue
|
37,265
|
|
|
35,712
|
|
||
Costs and expenses
|
|
|
|
||||
Automotive cost of sales
|
30,589
|
|
|
30,674
|
|
||
GM Financial interest, operating and other expenses
|
1,886
|
|
|
1,168
|
|
||
Automotive selling, general and administrative expense
|
2,818
|
|
|
3,117
|
|
||
Total costs and expenses
|
35,293
|
|
|
34,959
|
|
||
Operating income
|
1,972
|
|
|
753
|
|
||
Automotive interest expense
|
127
|
|
|
110
|
|
||
Interest income and other non-operating income, net
|
85
|
|
|
241
|
|
||
Equity income (Note 5)
|
560
|
|
|
553
|
|
||
Income before income taxes
|
2,490
|
|
|
1,437
|
|
||
Income tax expense (Note 11)
|
559
|
|
|
529
|
|
||
Net income
|
1,931
|
|
|
908
|
|
||
Net loss attributable to noncontrolling interests
|
22
|
|
|
37
|
|
||
Net income attributable to common stockholders
|
$
|
1,953
|
|
|
$
|
945
|
|
Earnings per share (Note 14)
|
|
|
|
||||
Basic
|
|
|
|
||||
Basic earnings per common share
|
$
|
1.26
|
|
|
$
|
0.58
|
|
Weighted-average common shares outstanding
|
1,546
|
|
|
1,617
|
|
||
Diluted
|
|
|
|
||||
Diluted earnings per common share
|
$
|
1.24
|
|
|
$
|
0.56
|
|
Weighted-average common shares outstanding
|
1,580
|
|
|
1,686
|
|
||
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.38
|
|
|
$
|
0.30
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Net income
|
$
|
1,931
|
|
|
$
|
908
|
|
Other comprehensive income (loss), net of tax (Note 13)
|
|
|
|
||||
Foreign currency translation adjustments and other
|
84
|
|
|
197
|
|
||
Defined benefit plans, net
|
(122
|
)
|
|
554
|
|
||
Other comprehensive income (loss), net of tax
|
(38
|
)
|
|
751
|
|
||
Comprehensive income
|
1,893
|
|
|
1,659
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
42
|
|
|
28
|
|
||
Comprehensive income attributable to stockholders
|
$
|
1,935
|
|
|
$
|
1,687
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,894
|
|
|
$
|
15,238
|
|
Marketable securities (Note 2)
|
6,537
|
|
|
8,163
|
|
||
Restricted cash and marketable securities (Note 2; Note 6 at VIEs)
|
1,716
|
|
|
1,590
|
|
||
Accounts and notes receivable, net
|
8,988
|
|
|
8,337
|
|
||
GM Financial receivables, net (Note 3; Note 6 at VIEs)
|
19,225
|
|
|
18,051
|
|
||
Inventories (Note 4)
|
15,817
|
|
|
13,764
|
|
||
Equipment on operating leases, net
|
2,199
|
|
|
2,783
|
|
||
Other current assets
|
1,658
|
|
|
1,482
|
|
||
Total current assets
|
71,034
|
|
|
69,408
|
|
||
Non-current Assets
|
|
|
|
||||
Restricted cash and marketable securities (Note 2; Note 6 at VIEs)
|
639
|
|
|
583
|
|
||
GM Financial receivables, net (Note 3; Note 6 at VIEs)
|
19,145
|
|
|
18,500
|
|
||
Equity in net assets of nonconsolidated affiliates (Note 5)
|
9,640
|
|
|
9,201
|
|
||
Property, net
|
32,652
|
|
|
31,229
|
|
||
Goodwill and intangible assets, net
|
5,891
|
|
|
5,947
|
|
||
GM Financial equipment on operating leases, net (Note 6 at VIEs)
|
24,538
|
|
|
20,172
|
|
||
Deferred income taxes (Note 1)
|
36,374
|
|
|
36,860
|
|
||
Other assets
|
3,705
|
|
|
2,438
|
|
||
Total non-current assets
|
132,584
|
|
|
124,930
|
|
||
Total Assets
|
$
|
203,618
|
|
|
$
|
194,338
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable (principally trade)
|
$
|
26,766
|
|
|
$
|
24,062
|
|
Short-term debt and current portion of long-term debt (Note 7)
|
|
|
|
||||
Automotive
|
832
|
|
|
817
|
|
||
GM Financial (Note 6 at VIEs)
|
20,756
|
|
|
18,745
|
|
||
Accrued liabilities
|
26,633
|
|
|
27,593
|
|
||
Total current liabilities
|
74,987
|
|
|
71,217
|
|
||
Non-current Liabilities
|
|
|
|
||||
Long-term debt (Note 7)
|
|
|
|
||||
Automotive
|
9,946
|
|
|
7,948
|
|
||
GM Financial (Note 6 at VIEs)
|
39,615
|
|
|
35,601
|
|
||
Postretirement benefits other than pensions (Note 9)
|
5,720
|
|
|
5,685
|
|
||
Pensions (Note 9)
|
19,245
|
|
|
20,911
|
|
||
Other liabilities
|
12,780
|
|
|
12,653
|
|
||
Total non-current liabilities
|
87,306
|
|
|
82,798
|
|
||
Total Liabilities
|
162,293
|
|
|
154,015
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Equity (Note 13)
|
|
|
|
||||
Common stock, $0.01 par value
|
15
|
|
|
15
|
|
||
Additional paid-in capital
|
27,463
|
|
|
27,607
|
|
||
Retained earnings
|
21,508
|
|
|
20,285
|
|
||
Accumulated other comprehensive loss
|
(8,054
|
)
|
|
(8,036
|
)
|
||
Total stockholders’ equity
|
40,932
|
|
|
39,871
|
|
||
Noncontrolling interests
|
393
|
|
|
452
|
|
||
Total Equity
|
41,325
|
|
|
40,323
|
|
||
Total Liabilities and Equity
|
$
|
203,618
|
|
|
$
|
194,338
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
1,931
|
|
|
$
|
908
|
|
Depreciation, amortization and impairment charges
|
2,292
|
|
|
1,757
|
|
||
Foreign currency remeasurement and transaction losses
|
162
|
|
|
188
|
|
||
Amortization of discount and issuance costs on debt issues
|
45
|
|
|
36
|
|
||
Undistributed earnings of nonconsolidated affiliates, net
|
(519
|
)
|
|
(539
|
)
|
||
Pension contributions and OPEB payments
|
(1,922
|
)
|
|
(393
|
)
|
||
Pension and OPEB (income) expense, net
|
(151
|
)
|
|
43
|
|
||
Provision for deferred taxes
|
731
|
|
|
343
|
|
||
Change in other operating assets and liabilities
|
(2,733
|
)
|
|
(1,968
|
)
|
||
Net cash provided by (used in) operating activities
|
(164
|
)
|
|
375
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Expenditures for property
|
(2,285
|
)
|
|
(1,684
|
)
|
||
Available-for-sale marketable securities, acquisitions
|
(1,773
|
)
|
|
(1,634
|
)
|
||
Trading marketable securities, acquisitions
|
(104
|
)
|
|
(522
|
)
|
||
Available-for-sale marketable securities, liquidations
|
3,272
|
|
|
2,467
|
|
||
Trading marketable securities, liquidations
|
291
|
|
|
386
|
|
||
Acquisition of companies/investments, net of cash acquired
|
(516
|
)
|
|
(1,051
|
)
|
||
Increase in restricted cash and marketable securities
|
(284
|
)
|
|
(221
|
)
|
||
Decrease in restricted cash and marketable securities
|
95
|
|
|
68
|
|
||
Purchases of finance receivables
|
(4,161
|
)
|
|
(4,067
|
)
|
||
Principal collections and recoveries on finance receivables
|
3,271
|
|
|
2,814
|
|
||
Purchases of leased vehicles, net
|
(5,111
|
)
|
|
(2,252
|
)
|
||
Proceeds from termination of leased vehicles
|
481
|
|
|
185
|
|
||
Other investing activities
|
2
|
|
|
43
|
|
||
Net cash used in investing activities
|
(6,822
|
)
|
|
(5,468
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Net increase in short-term debt
|
738
|
|
|
98
|
|
||
Proceeds from issuance of debt (original maturities greater than three months)
|
12,234
|
|
|
6,155
|
|
||
Payments on debt (original maturities greater than three months)
|
(5,550
|
)
|
|
(3,109
|
)
|
||
Payments to purchase common stock
|
(300
|
)
|
|
(300
|
)
|
||
Dividends paid
|
(588
|
)
|
|
(488
|
)
|
||
Other financing activities
|
(51
|
)
|
|
3
|
|
||
Net cash provided by financing activities
|
6,483
|
|
|
2,359
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
159
|
|
|
(444
|
)
|
||
Net decrease in cash and cash equivalents
|
(344
|
)
|
|
(3,178
|
)
|
||
Cash and cash equivalents at beginning of period
|
15,238
|
|
|
18,954
|
|
||
Cash and cash equivalents at end of period
|
$
|
14,894
|
|
|
$
|
15,776
|
|
Significant Non-cash Investing Activity
|
|
|
|
||||
Non-cash property additions
|
$
|
2,430
|
|
|
$
|
1,649
|
|
|
Common Stockholders’
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
Balance at January 1, 2015
|
$
|
16
|
|
|
$
|
28,937
|
|
|
$
|
14,577
|
|
|
$
|
(8,073
|
)
|
|
$
|
567
|
|
|
$
|
36,024
|
|
Net income
|
—
|
|
|
—
|
|
|
945
|
|
|
—
|
|
|
(37
|
)
|
|
908
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
742
|
|
|
9
|
|
|
751
|
|
||||||
Purchase of common stock
|
—
|
|
|
(168
|
)
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
||||||
Exercise of common stock warrants
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||||
Stock based compensation
|
—
|
|
|
11
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(485
|
)
|
|
—
|
|
|
—
|
|
|
(485
|
)
|
||||||
Dividends declared or paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Balance at March 31, 2015
|
$
|
16
|
|
|
$
|
28,819
|
|
|
$
|
14,825
|
|
|
$
|
(7,331
|
)
|
|
$
|
494
|
|
|
$
|
36,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2016
|
$
|
15
|
|
|
$
|
27,607
|
|
|
$
|
20,285
|
|
|
$
|
(8,036
|
)
|
|
$
|
452
|
|
|
$
|
40,323
|
|
Net income
|
—
|
|
|
—
|
|
|
1,953
|
|
|
|
|
|
(22
|
)
|
|
1,931
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(20
|
)
|
|
(38
|
)
|
||||||
Purchase of common stock
|
—
|
|
|
(167
|
)
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
||||||
Exercise of common stock warrants
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Stock based compensation
|
—
|
|
|
15
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(587
|
)
|
|
—
|
|
|
—
|
|
|
(587
|
)
|
||||||
Dividends declared or paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(8
|
)
|
||||||
Balance at March 31, 2016
|
$
|
15
|
|
|
$
|
27,463
|
|
|
$
|
21,508
|
|
|
$
|
(8,054
|
)
|
|
$
|
393
|
|
|
$
|
41,325
|
|
|
Fair Value Level
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Cash, cash equivalents and time deposits
|
|
|
$
|
8,724
|
|
|
$
|
7,730
|
|
Available-for-sale securities
|
|
|
|
|
|
||||
U.S. government and agencies
|
2
|
|
$
|
3,841
|
|
|
$
|
5,329
|
|
Corporate debt
|
2
|
|
4,784
|
|
|
6,267
|
|
||
Money market funds
|
1
|
|
2,746
|
|
|
2,275
|
|
||
Sovereign debt
|
2
|
|
912
|
|
|
1,219
|
|
||
Total available-for-sale securities
|
|
|
12,283
|
|
|
15,090
|
|
||
Trading securities – sovereign debt
|
2
|
|
424
|
|
|
581
|
|
||
Total marketable securities (including securities classified as cash equivalents)
|
|
|
$
|
12,707
|
|
|
$
|
15,671
|
|
Restricted cash and marketable securities
|
|
|
|
|
|
||||
Available-for-sale securities, primarily money market funds
|
1
|
|
$
|
1,529
|
|
|
$
|
1,340
|
|
Restricted cash, cash equivalents and time deposits
|
|
|
826
|
|
|
833
|
|
||
Total restricted cash and marketable securities
|
|
|
$
|
2,355
|
|
|
$
|
2,173
|
|
Available-for-sale securities included above with contractual maturities
|
|
|
|
|
|
||||
Due in one year or less
|
|
|
$
|
7,684
|
|
|
|
||
Due between one and five years
|
|
|
1,901
|
|
|
|
|||
Total available-for-sale securities with contractual maturities
|
|
|
$
|
9,585
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Retail
|
|
Commercial
|
|
Total
|
|
Retail
|
|
Commercial
|
|
Total
|
||||||||||||
Finance receivables
|
$
|
30,272
|
|
|
$
|
8,941
|
|
|
$
|
39,213
|
|
|
$
|
29,124
|
|
|
$
|
8,209
|
|
|
$
|
37,333
|
|
Less: allowance for loan losses
|
(796
|
)
|
|
(47
|
)
|
|
(843
|
)
|
|
(735
|
)
|
|
(47
|
)
|
|
(782
|
)
|
||||||
GM Financial receivables, net
|
$
|
29,476
|
|
|
$
|
8,894
|
|
|
$
|
38,370
|
|
|
$
|
28,389
|
|
|
$
|
8,162
|
|
|
$
|
36,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of GM Financial receivables, net
|
|
|
|
|
$
|
38,678
|
|
|
|
|
|
|
$
|
36,707
|
|
||||||||
Allowance for loan losses classified as current
|
|
|
|
|
$
|
(661
|
)
|
|
|
|
|
|
$
|
(601
|
)
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Loan loss allowance at beginning of period
|
$
|
782
|
|
|
$
|
695
|
|
Provision for loan losses
|
196
|
|
|
155
|
|
||
Charge-offs
|
(293
|
)
|
|
(234
|
)
|
||
Recoveries
|
150
|
|
|
124
|
|
||
Effect of foreign currency
|
8
|
|
|
(12
|
)
|
||
Loan loss allowance at end of period
|
$
|
843
|
|
|
$
|
728
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||
|
Amount
|
|
Percent of Contractual Amount Due
|
|
Amount
|
|
Percent of Contractual Amount Due
|
||||||
31-to-60 days delinquent
|
$
|
963
|
|
|
3.1
|
%
|
|
$
|
880
|
|
|
3.4
|
%
|
Greater-than-60 days delinquent
|
421
|
|
|
1.4
|
%
|
|
357
|
|
|
1.4
|
%
|
||
Total finance receivables more than 30 days delinquent
|
1,384
|
|
|
4.5
|
%
|
|
1,237
|
|
|
4.8
|
%
|
||
In repossession
|
48
|
|
|
0.2
|
%
|
|
42
|
|
|
0.2
|
%
|
||
Total finance receivables more than 30 days delinquent or in repossession
|
$
|
1,432
|
|
|
4.7
|
%
|
|
$
|
1,279
|
|
|
5.0
|
%
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Group I – Dealers with superior financial metrics
|
$
|
1,316
|
|
|
$
|
1,298
|
|
Group II – Dealers with strong financial metrics
|
2,775
|
|
|
2,573
|
|
||
Group III – Dealers with fair financial metrics
|
2,872
|
|
|
2,597
|
|
||
Group IV – Dealers with weak financial metrics
|
1,212
|
|
|
1,058
|
|
||
Group V – Dealers warranting special mention due to potential weaknesses
|
618
|
|
|
501
|
|
||
Group VI – Dealers with loans classified as substandard, doubtful or impaired
|
148
|
|
|
182
|
|
||
|
$
|
8,941
|
|
|
$
|
8,209
|
|
|
March 31, 2016
|
||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Total
|
||||||||||
Total productive material, supplies and work in process
|
$
|
3,407
|
|
|
$
|
782
|
|
|
$
|
1,158
|
|
|
$
|
787
|
|
|
$
|
6,134
|
|
Finished product, including service parts
|
5,379
|
|
|
2,641
|
|
|
1,110
|
|
|
553
|
|
|
9,683
|
|
|||||
Total inventories
|
$
|
8,786
|
|
|
$
|
3,423
|
|
|
$
|
2,268
|
|
|
$
|
1,340
|
|
|
$
|
15,817
|
|
|
December 31, 2015
|
||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Total
|
||||||||||
Total productive material, supplies and work in process
|
$
|
2,705
|
|
|
$
|
713
|
|
|
$
|
1,113
|
|
|
$
|
616
|
|
|
$
|
5,147
|
|
Finished product, including service parts
|
4,884
|
|
|
2,166
|
|
|
954
|
|
|
613
|
|
|
8,617
|
|
|||||
Total inventories
|
$
|
7,589
|
|
|
$
|
2,879
|
|
|
$
|
2,067
|
|
|
$
|
1,229
|
|
|
$
|
13,764
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Automotive China JVs
|
$
|
518
|
|
|
$
|
519
|
|
Other joint ventures
|
42
|
|
|
34
|
|
||
Total equity income
|
$
|
560
|
|
|
$
|
553
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Restricted cash
–
current
|
$
|
1,478
|
|
|
$
|
1,345
|
|
Restricted cash
–
non-current
|
$
|
583
|
|
|
$
|
531
|
|
GM Financial receivables, net
–
current
|
$
|
12,567
|
|
|
$
|
12,224
|
|
GM Financial receivables, net
–
non-current
|
$
|
12,482
|
|
|
$
|
12,597
|
|
GM Financial equipment on operating leases, net
|
$
|
15,001
|
|
|
$
|
11,684
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
14,703
|
|
|
$
|
13,545
|
|
GM Financial long-term debt
|
$
|
16,959
|
|
|
$
|
15,841
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Total Automotive debt
|
$
|
10,778
|
|
|
$
|
11,540
|
|
|
$
|
8,765
|
|
|
$
|
9,088
|
|
Fair value utilizing Level 1 inputs
|
|
|
$
|
9,387
|
|
|
|
|
$
|
6,972
|
|
||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
2,153
|
|
|
|
|
$
|
2,116
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Secured debt
|
$
|
32,733
|
|
|
$
|
32,773
|
|
|
$
|
30,689
|
|
|
$
|
30,671
|
|
Unsecured debt
|
27,638
|
|
|
27,999
|
|
|
23,657
|
|
|
23,726
|
|
||||
Total GM Financial debt
|
$
|
60,371
|
|
|
$
|
60,772
|
|
|
$
|
54,346
|
|
|
$
|
54,397
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
54,755
|
|
|
|
|
$
|
48,716
|
|
||||
Fair value utilizing Level 3 inputs
|
|
|
$
|
6,017
|
|
|
|
|
$
|
5,681
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Balance at beginning of period
|
$
|
9,279
|
|
|
$
|
9,646
|
|
Warranties issued and assumed in period
–
recall campaigns and courtesy transportation
|
154
|
|
|
183
|
|
||
Warranties issued and assumed in period
–
policy and product warranty
|
549
|
|
|
562
|
|
||
Payments
|
(911
|
)
|
|
(1,074
|
)
|
||
Adjustments to pre-existing warranties
|
83
|
|
|
86
|
|
||
Effect of foreign currency and other
|
79
|
|
|
(161
|
)
|
||
Balance at end of period
|
$
|
9,233
|
|
|
$
|
9,242
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||
|
Pension Benefits
|
|
Global OPEB Plans
|
|
Pension Benefits
|
|
Global OPEB Plans
|
||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|
U.S.
|
|
Non-U.S.
|
|
||||||||||||||
Service cost
|
$
|
95
|
|
|
$
|
85
|
|
|
$
|
5
|
|
|
$
|
101
|
|
|
$
|
100
|
|
|
$
|
6
|
|
Interest cost
|
553
|
|
|
144
|
|
|
50
|
|
|
689
|
|
|
196
|
|
|
60
|
|
||||||
Expected return on plan assets
|
(945
|
)
|
|
(182
|
)
|
|
—
|
|
|
(974
|
)
|
|
(203
|
)
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
(1
|
)
|
|
3
|
|
|
(4
|
)
|
|
(1
|
)
|
|
4
|
|
|
(3
|
)
|
||||||
Amortization of net actuarial (gains) losses
|
(6
|
)
|
|
47
|
|
|
5
|
|
|
2
|
|
|
58
|
|
|
8
|
|
||||||
Net periodic pension and OPEB (income) expense
|
$
|
(304
|
)
|
|
$
|
97
|
|
|
$
|
56
|
|
|
$
|
(183
|
)
|
|
$
|
155
|
|
|
$
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Balance at beginning of period
|
$
|
66
|
|
|
$
|
315
|
|
Provisions
|
—
|
|
|
150
|
|
||
Payments
|
(33
|
)
|
|
(115
|
)
|
||
Balance at end of period
|
$
|
33
|
|
|
$
|
350
|
|
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Total
|
||||||||||
Balance at January 1, 2016
|
$
|
143
|
|
|
$
|
270
|
|
|
$
|
161
|
|
|
$
|
7
|
|
|
$
|
581
|
|
Additions, interest accretion and other
|
241
|
|
|
5
|
|
|
44
|
|
|
15
|
|
|
305
|
|
|||||
Payments
|
(23
|
)
|
|
(85
|
)
|
|
(31
|
)
|
|
(18
|
)
|
|
(157
|
)
|
|||||
Revisions to estimates and effect of foreign currency
|
6
|
|
|
12
|
|
|
6
|
|
|
—
|
|
|
24
|
|
|||||
Balance at March 31, 2016(a)
|
$
|
367
|
|
|
$
|
202
|
|
|
$
|
180
|
|
|
$
|
4
|
|
|
$
|
753
|
|
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Total
|
||||||||||
Balance at January 1, 2015
|
$
|
459
|
|
|
$
|
751
|
|
|
$
|
166
|
|
|
$
|
2
|
|
|
$
|
1,378
|
|
Additions, interest accretion and other
|
9
|
|
|
127
|
|
|
37
|
|
|
11
|
|
|
184
|
|
|||||
Payments
|
(19
|
)
|
|
(385
|
)
|
|
(22
|
)
|
|
(11
|
)
|
|
(437
|
)
|
|||||
Revisions to estimates and effect of foreign currency
|
(11
|
)
|
|
(53
|
)
|
|
(10
|
)
|
|
—
|
|
|
(74
|
)
|
|||||
Balance at March 31, 2015(a)
|
$
|
438
|
|
|
$
|
440
|
|
|
$
|
171
|
|
|
$
|
2
|
|
|
$
|
1,051
|
|
(a)
|
Included temporary layoff benefits of
$15 million
and
$353 million
at
March 31, 2016
and
2015
for GMNA.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Foreign Currency Translation Adjustments
|
|
|
|
||||
Balance at beginning of period
|
$
|
(2,034
|
)
|
|
$
|
(1,064
|
)
|
Other comprehensive income before reclassification adjustment, net of tax(a)
|
71
|
|
|
22
|
|
||
Reclassification adjustment, net of tax(a)(b)
|
(5
|
)
|
|
170
|
|
||
Other comprehensive income, net of tax(a)
|
66
|
|
|
192
|
|
||
Other comprehensive income (loss) attributable to noncontrolling interests, net of tax(a)
|
19
|
|
|
(9
|
)
|
||
Balance at end of period
|
$
|
(1,949
|
)
|
|
$
|
(881
|
)
|
Defined Benefit Plans, Net
|
|
|
|
||||
Balance at beginning of period
|
$
|
(5,999
|
)
|
|
$
|
(7,006
|
)
|
Other comprehensive income (loss) before reclassification adjustment, net of tax(a)
|
(148
|
)
|
|
488
|
|
||
Reclassification adjustment, net of tax(a)(c)
|
26
|
|
|
66
|
|
||
Other comprehensive income (loss), net of tax(a)
|
(122
|
)
|
|
554
|
|
||
Balance at end of period
|
$
|
(6,121
|
)
|
|
$
|
(6,452
|
)
|
(a)
|
The income tax effect was insignificant in the three months ended
March 31, 2016
and
2015
.
|
(b)
|
Related to the change of our business model in Russia in the three months ended
March 31, 2015
. Included in Automotive cost of sales.
|
(c)
|
Included in the computation of net periodic pension and OPEB (income) expense. Refer to
Note 9
for additional information.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Basic earnings per share
|
|
|
|
||||
Net income attributable to common stockholders
|
$
|
1,953
|
|
|
$
|
945
|
|
Weighted-average common shares outstanding
|
1,546
|
|
|
1,617
|
|
||
Basic earnings per common share
|
$
|
1.26
|
|
|
$
|
0.58
|
|
Diluted earnings per share
|
|
|
|
||||
Net income attributable to common stockholders – basic
|
$
|
1,953
|
|
|
$
|
945
|
|
Less: earnings adjustment for dilutive stock compensation rights
|
(1
|
)
|
|
—
|
|
||
Net income attributable to common stockholders – diluted
|
$
|
1,952
|
|
|
$
|
945
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – basic
|
1,546
|
|
|
1,617
|
|
||
Dilutive effect of warrants and awards under stock incentive plans
|
34
|
|
|
69
|
|
||
Weighted-average common shares outstanding – diluted
|
1,580
|
|
|
1,686
|
|
||
|
|
|
|
||||
Diluted earnings per common share
|
$
|
1.24
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and For the Three Months Ended March 31, 2016
|
||||||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||||
Net sales and revenue
|
$
|
26,463
|
|
|
$
|
4,681
|
|
|
$
|
2,679
|
|
|
$
|
1,343
|
|
|
$
|
29
|
|
|
|
|
$
|
35,195
|
|
|
$
|
2,075
|
|
|
$
|
(5
|
)
|
|
$
|
37,265
|
|
||
Income (loss) before automotive interest and taxes-adjusted
|
$
|
2,296
|
|
|
$
|
(6
|
)
|
|
$
|
379
|
|
|
$
|
(67
|
)
|
|
$
|
(169
|
)
|
|
|
|
$
|
2,433
|
|
|
$
|
225
|
|
|
$
|
(3
|
)
|
|
$
|
2,655
|
|
||
Adjustments(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(60
|
)
|
|||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|||||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(127
|
)
|
|||||||||||||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22
|
)
|
|||||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,490
|
|
|||||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(559
|
)
|
|||||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|||||||||||||||||||
Net income attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,953
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total assets(b)
|
$
|
95,013
|
|
|
$
|
14,939
|
|
|
$
|
21,234
|
|
|
$
|
7,340
|
|
|
$
|
19,281
|
|
|
$
|
(25,287
|
)
|
|
$
|
132,520
|
|
|
$
|
72,907
|
|
|
$
|
(1,809
|
)
|
|
$
|
203,618
|
|
Depreciation and amortization
|
$
|
1,021
|
|
|
$
|
103
|
|
|
$
|
108
|
|
|
$
|
57
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
1,292
|
|
|
$
|
930
|
|
|
$
|
—
|
|
|
$
|
2,222
|
|
Impairment charges
|
$
|
12
|
|
|
$
|
26
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
(a)
|
Charges for legal related matters in Corporate.
|
(b)
|
Includes investment of
$500 million
in Lyft, Inc. (Lyft), a privately held company, in GMNA, which was accounted for as a cost method investment.
|
|
At and For the Three Months Ended March 31, 2015
|
||||||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||||
Net sales and revenue
|
$
|
24,676
|
|
|
$
|
4,449
|
|
|
$
|
3,112
|
|
|
$
|
2,092
|
|
|
$
|
35
|
|
|
|
|
$
|
34,364
|
|
|
$
|
1,354
|
|
|
$
|
(6
|
)
|
|
$
|
35,712
|
|
||
Income (loss) before automotive interest and taxes-adjusted
|
$
|
2,182
|
|
|
$
|
(239
|
)
|
|
$
|
371
|
|
|
$
|
(214
|
)
|
|
$
|
(229
|
)
|
|
|
|
$
|
1,871
|
|
|
$
|
214
|
|
|
$
|
(3
|
)
|
|
$
|
2,082
|
|
||
Adjustments(a)
|
$
|
32
|
|
|
$
|
(337
|
)
|
|
$
|
(92
|
)
|
|
$
|
—
|
|
|
$
|
(150
|
)
|
|
|
|
$
|
(547
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(547
|
)
|
|||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
|
|
|||||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110
|
)
|
|||||||||||||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37
|
)
|
|||||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,437
|
|
|||||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(529
|
)
|
|||||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|||||||||||||||||||
Net income attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
945
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total assets
|
$
|
94,789
|
|
|
$
|
10,077
|
|
|
$
|
22,961
|
|
|
$
|
9,066
|
|
|
$
|
20,342
|
|
|
$
|
(25,305
|
)
|
|
$
|
131,930
|
|
|
$
|
49,346
|
|
|
$
|
(1,687
|
)
|
|
$
|
179,589
|
|
Depreciation and amortization
|
$
|
926
|
|
|
$
|
80
|
|
|
$
|
108
|
|
|
$
|
76
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
1,193
|
|
|
$
|
345
|
|
|
$
|
—
|
|
|
$
|
1,538
|
|
Impairment charges
|
$
|
175
|
|
|
$
|
41
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219
|
|
(a)
|
Consists of net insurance recoveries related to flood damage in GMNA; costs related to the change in our business model in Russia in GME and GMIO, which is net of non-controlling interests; and charge related to the ignition switch recall compensation program in Corporate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Diluted earnings per common share
|
$
|
1.24
|
|
|
$
|
0.56
|
|
Net impact of adjustments(a)
|
0.02
|
|
|
0.30
|
|
||
EPS-diluted-adjusted
|
$
|
1.26
|
|
|
$
|
0.86
|
|
(a)
|
Includes the adjustments disclosed in
Note 15
to our condensed consolidated financial statements on an after-tax basis for all periods presented.
|
|
Four Quarters Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
EBIT-adjusted
|
$
|
11.4
|
|
|
$
|
8.1
|
|
Average equity
|
$
|
38.1
|
|
|
$
|
39.7
|
|
Add: Average automotive debt and interest liabilities (excluding capital leases)
|
8.6
|
|
|
7.3
|
|
||
Add: Average automotive net pension & OPEB liability
|
27.4
|
|
|
27.4
|
|
||
Less: Average fresh start accounting goodwill
|
|
|
(0.1
|
)
|
|||
Less: Average automotive net income tax asset
|
(34.2
|
)
|
|
(32.6
|
)
|
||
ROIC average net assets
|
$
|
39.9
|
|
|
$
|
41.7
|
|
|
|
|
|
||||
ROIC
|
28.5
|
%
|
|
19.5
|
%
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||||
|
Industry
|
|
GM
|
|
Market Share
|
|
Industry
|
|
GM
|
|
Market Share
|
||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
4,172
|
|
|
684
|
|
|
16.4
|
%
|
|
4,044
|
|
|
684
|
|
|
16.9
|
%
|
Other
|
849
|
|
|
115
|
|
|
13.6
|
%
|
|
763
|
|
|
106
|
|
|
13.8
|
%
|
Total North America
|
5,021
|
|
|
799
|
|
|
15.9
|
%
|
|
4,807
|
|
|
790
|
|
|
16.4
|
%
|
Europe
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United Kingdom
|
883
|
|
|
85
|
|
|
9.6
|
%
|
|
845
|
|
|
86
|
|
|
10.2
|
%
|
Germany
|
873
|
|
|
62
|
|
|
7.1
|
%
|
|
832
|
|
|
55
|
|
|
6.6
|
%
|
Other
|
3,294
|
|
|
164
|
|
|
5.0
|
%
|
|
3,133
|
|
|
151
|
|
|
4.8
|
%
|
Total Europe
|
5,050
|
|
|
311
|
|
|
6.1
|
%
|
|
4,810
|
|
|
292
|
|
|
6.1
|
%
|
Asia/Pacific, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
||||||
China(a)
|
6,597
|
|
|
976
|
|
|
14.8
|
%
|
|
6,252
|
|
|
939
|
|
|
15.0
|
%
|
Other
|
4,960
|
|
|
155
|
|
|
3.1
|
%
|
|
5,175
|
|
|
198
|
|
|
3.8
|
%
|
Total Asia/Pacific, Middle East and Africa
|
11,557
|
|
|
1,131
|
|
|
9.8
|
%
|
|
11,427
|
|
|
1,137
|
|
|
10.0
|
%
|
South America
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brazil
|
481
|
|
|
76
|
|
|
15.8
|
%
|
|
674
|
|
|
112
|
|
|
16.6
|
%
|
Other
|
371
|
|
|
57
|
|
|
15.5
|
%
|
|
400
|
|
|
68
|
|
|
17.0
|
%
|
Total South America
|
852
|
|
|
133
|
|
|
15.6
|
%
|
|
1,074
|
|
|
180
|
|
|
16.7
|
%
|
Total Worldwide
|
22,480
|
|
|
2,374
|
|
|
10.6
|
%
|
|
22,118
|
|
|
2,399
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cars
|
1,694
|
|
|
212
|
|
|
12.5
|
%
|
|
1,779
|
|
|
220
|
|
|
12.4
|
%
|
Trucks
|
1,264
|
|
|
283
|
|
|
22.4
|
%
|
|
1,136
|
|
|
269
|
|
|
23.7
|
%
|
Crossovers
|
1,214
|
|
|
189
|
|
|
15.5
|
%
|
|
1,129
|
|
|
195
|
|
|
17.3
|
%
|
Total United States
|
4,172
|
|
|
684
|
|
|
16.4
|
%
|
|
4,044
|
|
|
684
|
|
|
16.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
China
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SGMS
|
|
|
412
|
|
|
|
|
|
|
418
|
|
|
|
||||
SGMW and FAW-GM
|
|
|
564
|
|
|
|
|
|
|
521
|
|
|
|
||||
Total China
|
6,597
|
|
|
976
|
|
|
14.8
|
%
|
|
6,252
|
|
|
939
|
|
|
15.0
|
%
|
(a)
|
Our China sales include the Automotive China JVs SAIC General Motors Sales Co., Ltd. (SGMS), SAIC-GM-Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM). End customer data is not readily available for the industry; therefore, wholesale volumes were used for Industry, GM and Market Share. Our retail sales in China were 964 and 962 in the three months ended
March 31, 2016
and
2015
.
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
GMNA
|
171
|
|
|
205
|
|
GME
|
141
|
|
|
134
|
|
GMIO
|
51
|
|
|
56
|
|
GMSA
|
25
|
|
|
28
|
|
Total fleet sales
|
388
|
|
|
423
|
|
|
|
|
|
||
Fleet sales as a percentage of total retail vehicle sales
|
16.3
|
%
|
|
17.6
|
%
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Daily rental sales
|
78
|
|
|
121
|
|
Other fleet sales
|
69
|
|
|
62
|
|
Total fleet sales
|
147
|
|
|
183
|
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||
March 31, 2016
|
|
March 31, 2015
|
|
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
26,463
|
|
|
$
|
24,676
|
|
|
$
|
1,787
|
|
|
7.2
|
%
|
|
|
$
|
1.2
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
GME
|
4,681
|
|
|
4,449
|
|
|
232
|
|
|
5.2
|
%
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|||
GMIO
|
2,679
|
|
|
3,112
|
|
|
(433
|
)
|
|
(13.9
|
)%
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|||
GMSA
|
1,343
|
|
|
2,092
|
|
|
(749
|
)
|
|
(35.8
|
)%
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
(0.7
|
)
|
|||
Corporate
|
29
|
|
|
35
|
|
|
(6
|
)
|
|
(17.1
|
)%
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|||||||||
Automotive
|
35,195
|
|
|
34,364
|
|
|
831
|
|
|
2.4
|
%
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
(1.2
|
)
|
|||
GM Financial
|
2,070
|
|
|
1,348
|
|
|
722
|
|
|
53.6
|
%
|
|
|
|
|
|
|
|
|
$
|
0.7
|
|
|||||||||
Total net sales and revenue
|
$
|
37,265
|
|
|
$
|
35,712
|
|
|
$
|
1,553
|
|
|
4.3
|
%
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
|
|
Volume
|
|
Mix
|
|
Cost
|
|
Other
|
|||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
22,448
|
|
|
$
|
20,896
|
|
|
$
|
(1,552
|
)
|
|
(7.4
|
)%
|
|
|
$
|
(0.9
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
0.1
|
|
GME
|
4,345
|
|
|
4,455
|
|
|
110
|
|
|
2.5
|
%
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|||
GMIO
|
2,587
|
|
|
3,095
|
|
|
508
|
|
|
16.4
|
%
|
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|||
GMSA
|
1,289
|
|
|
2,073
|
|
|
784
|
|
|
37.8
|
%
|
|
|
$
|
0.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|||
Corporate and eliminations
|
(80
|
)
|
|
155
|
|
|
235
|
|
|
n.m.
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|||||||
Total automotive cost of sales
|
$
|
30,589
|
|
|
$
|
30,674
|
|
|
$
|
85
|
|
|
0.3
|
%
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
Days on Hand
|
||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
Increase/ (Decrease)
|
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Increase/ (Decrease)
|
||||||
GMNA
|
$
|
8,786
|
|
|
$
|
7,111
|
|
|
$
|
1,675
|
|
|
|
35
|
|
31
|
|
4
|
GME
|
3,423
|
|
|
3,184
|
|
|
239
|
|
|
|
71
|
|
64
|
|
7
|
|||
GMIO
|
2,268
|
|
|
2,208
|
|
|
60
|
|
|
|
79
|
|
64
|
|
15
|
|||
GMSA
|
1,340
|
|
|
1,548
|
|
|
(208
|
)
|
|
|
94
|
|
67
|
|
27
|
|||
Total
|
$
|
15,817
|
|
|
$
|
14,051
|
|
|
$
|
1,766
|
|
|
|
47
|
|
41
|
|
6
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
%
|
||||||||
Automotive selling, general and administrative expense
|
$
|
2,818
|
|
|
$
|
3,117
|
|
|
$
|
299
|
|
|
9.6
|
%
|
Interest income and other non-operating income, net
|
$
|
85
|
|
|
$
|
241
|
|
|
$
|
(156
|
)
|
|
(64.7
|
)%
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
|||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
26,463
|
|
|
$
|
24,676
|
|
|
$
|
1,787
|
|
|
7.2
|
%
|
|
|
$
|
1.2
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
|
|
$
|
(0.2
|
)
|
||
EBIT-adjusted
|
$
|
2,296
|
|
|
$
|
2,182
|
|
|
$
|
114
|
|
|
5.2
|
%
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
874
|
|
829
|
|
|
45
|
|
|
5.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Balance at beginning of period
|
$
|
2,492
|
|
|
$
|
2,729
|
|
Additions
|
131
|
|
|
137
|
|
||
Payments
|
(281
|
)
|
|
(401
|
)
|
||
Adjustments to prior periods
|
4
|
|
|
73
|
|
||
Balance at end of period
|
$
|
2,346
|
|
|
$
|
2,538
|
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
4,681
|
|
|
$
|
4,449
|
|
|
$
|
232
|
|
|
5.2
|
%
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
$
|
(0.2
|
)
|
||
EBIT (loss)-adjusted
|
$
|
(6
|
)
|
|
$
|
(239
|
)
|
|
$
|
233
|
|
|
97.5
|
%
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
293
|
|
268
|
|
|
25
|
|
|
9.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Wholesale vehicles including vehicles exported to markets outside of China
|
986
|
|
|
955
|
|
||
Total net sales and revenue
|
$
|
11,191
|
|
|
$
|
10,972
|
|
Net income
|
$
|
1,086
|
|
|
$
|
1,086
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
5,784
|
|
|
$
|
5,939
|
|
Debt
|
$
|
223
|
|
|
$
|
184
|
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
2,679
|
|
|
$
|
3,112
|
|
|
$
|
(433
|
)
|
|
(13.9
|
)%
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
(0.2
|
)
|
||
EBIT-adjusted
|
$
|
379
|
|
|
$
|
371
|
|
|
$
|
8
|
|
|
2.2
|
%
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Equity income – Automotive China JVs
|
$
|
518
|
|
|
$
|
519
|
|
|
$
|
(1
|
)
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EBIT (loss)-adjusted – excluding Equity income
|
$
|
(139
|
)
|
|
$
|
(148
|
)
|
|
$
|
9
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
130
|
|
|
144
|
|
|
(14
|
)
|
|
(9.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
1,343
|
|
|
$
|
2,092
|
|
|
$
|
(749
|
)
|
|
(35.8
|
)%
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
|
|
$
|
(0.7
|
)
|
||
EBIT (loss)-adjusted
|
$
|
(67
|
)
|
|
$
|
(214
|
)
|
|
$
|
147
|
|
|
68.7
|
%
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
114
|
|
|
150
|
|
|
(36
|
)
|
|
(24.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Increase / (Decrease)
|
|
%
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|
|||||||||
Total revenue
|
$
|
2,075
|
|
|
$
|
1,354
|
|
|
$
|
721
|
|
|
53.2
|
%
|
Provision for loan losses
|
$
|
196
|
|
|
$
|
155
|
|
|
$
|
41
|
|
|
26.5
|
%
|
Income before income taxes-adjusted
|
$
|
225
|
|
|
$
|
214
|
|
|
$
|
11
|
|
|
5.1
|
%
|
|
(Dollars in billions)
|
|||||||||||||
Average debt outstanding
|
$
|
56.8
|
|
|
$
|
38.1
|
|
|
$
|
18.7
|
|
|
49.1
|
%
|
Effective rate of interest paid
|
3.3
|
%
|
|
4.0
|
%
|
|
(0.7
|
)%
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
12.0
|
|
|
$
|
12.1
|
|
Marketable securities
|
6.5
|
|
|
8.2
|
|
||
Available liquidity
|
18.5
|
|
|
20.3
|
|
||
Available under credit facilities
|
12.1
|
|
|
12.2
|
|
||
Total automotive available liquidity
|
$
|
30.6
|
|
|
$
|
32.5
|
|
|
Three Months Ended March 31, 2016
|
||
Operating cash flow
|
$
|
(0.7
|
)
|
Capital expenditures
|
(2.3
|
)
|
|
Dividends paid and payments to purchase common stock
|
(0.9
|
)
|
|
Investment in Lyft
|
(0.5
|
)
|
|
Issuance of senior unsecured notes
|
2.0
|
|
|
Loans from GM Financial and other
|
0.5
|
|
|
Total change in automotive available liquidity
|
$
|
(1.9
|
)
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1.8
|
|
|
$
|
0.8
|
|
|
$
|
1.0
|
|
Depreciation, amortization and impairments
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|||
Pension and OPEB activities
|
(2.1
|
)
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|||
Working capital
|
(0.4
|
)
|
|
(0.5
|
)
|
|
0.1
|
|
|||
Equipment on operating leases
|
0.5
|
|
|
(1.2
|
)
|
|
1.7
|
|
|||
Accrued liabilities and other liabilities
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Income taxes
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|||
Undistributed earnings of nonconsolidated affiliates, net
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|||
Other
|
(0.3
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|||
Cash flows from operating activities
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
(2.3
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(0.6
|
)
|
Acquisitions and liquidations of marketable securities, net
|
1.7
|
|
|
0.7
|
|
|
1.0
|
|
|||
Investment in Lyft
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Other
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Cash flows from investing activities
|
$
|
(1.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(0.2
|
)
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|||||||
Financing Activities
|
|
|
|
|
|
||||||
Issuance of senior unsecured notes
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Dividends paid and payments to purchase common stock
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|||
Other
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|||
Cash flows from financing activities
|
$
|
1.1
|
|
|
$
|
(0.9
|
)
|
|
$
|
2.0
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Net cash provided by (used in) operating activities
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
Less: capital expenditures
|
(2.3
|
)
|
|
(1.7
|
)
|
||
Adjustments – discretionary pension plan contributions
|
1.5
|
|
|
—
|
|
||
Adjusted free cash flow
|
$
|
(1.5
|
)
|
|
$
|
(1.7
|
)
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
2.9
|
|
|
$
|
3.1
|
|
Borrowing capacity on unpledged eligible assets
|
8.4
|
|
|
9.7
|
|
||
Borrowing capacity on committed unsecured lines of credit
|
0.4
|
|
|
0.9
|
|
||
Available liquidity
|
$
|
11.7
|
|
|
$
|
13.7
|
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
|||||||
Net cash provided by operating activities
|
$
|
1.2
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
Net cash used in investing activities
|
$
|
(6.3
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(1.6
|
)
|
Net cash provided by financing activities
|
$
|
5.4
|
|
|
$
|
3.2
|
|
|
$
|
2.2
|
|
|
Total Number of Shares Purchased(a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares
Purchased Under Announced Programs(b)
|
|
Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs
|
|||
January 1, 2016 through January 31, 2016
|
1,813,837
|
|
|
$
|
34.24
|
|
|
—
|
|
$5.5 billion
|
February 1, 2016 through February 29, 2016
|
4,197,550
|
|
|
$
|
28.56
|
|
|
2,155,027
|
|
$5.4 billion
|
March 1, 2016 through March 31, 2016
|
8,141,252
|
|
|
$
|
31.04
|
|
|
7,618,520
|
|
$5.2 billion
|
Total
|
14,152,639
|
|
|
$
|
30.71
|
|
|
9,773,547
|
|
|
(a)
|
Shares purchased consist of: (1) shares purchased under our previously announced common stock repurchase program; (2) shares retained by us for the payment of the exercise price upon the exercise of warrants; and (3) shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units and Restricted Stock Awards relating to compensation plans. Refer to our consolidated financial statements in our 2015 Form 10-K for additional details on warrants issued and employee stock incentive plans.
|
(b)
|
In March 2015 our Board of Directors authorized a program to purchase up to $5 billion of our common stock before the end of 2016. Effective January 2016 our Board of Directors increased the authorization to purchase up to an additional $4 billion of our common stock (or an aggregate total of $9 billion) before the end of 2017.
|
Exhibit Number
|
|
Exhibit Name
|
|
|
3.1
|
|
Amended and Restated Bylaws of General Motors Company, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed March 8, 2016
|
|
Incorporated by Reference
|
4.1
|
|
Third Supplemental Indenture, dated as of February 23, 2016, to the Indenture, dated as of September 27, 2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company filed February 23, 2016
|
|
Incorporated by Reference
|
10.1
|
|
General Motors LLC U.S. Executive Severance Program, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed February 3, 2016
|
|
Incorporated by Reference
|
10.2
|
|
Amendment No. 1 to General Motors Executive Retirement Plan (with modifications through October 10, 2012), incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of General Motors Company filed February 3, 2016
|
|
Incorporated by Reference
|
10.3
|
|
Amendment No. 1 to General Motors Company Short-Term Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of General Motors Company filed on February 3, 2016
|
|
Incorporated by Reference
|
10.4
|
|
Form of General Motors Company Restricted Stock Unit Award Agreement under the 2014 Long-Term Incentive Plan
|
|
Filed Herewith
|
10.5
|
|
Form of General Motors Company Performance Stock Unit Award Agreement under the 2014 Long-Term Incentive Plan
|
|
Filed Herewith
|
10.6
|
|
Form of Director and Officer Indemnification Agreement
|
|
Filed Herewith
|
31.1
|
|
Section 302 Certification of the Chief Executive Officer
|
|
Filed Herewith
|
31.2
|
|
Section 302 Certification of the Chief Financial Officer
|
|
Filed Herewith
|
32
|
|
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished with this Report
|
101.INS*
|
|
XBRL Instance Document
|
|
Filed Herewith
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed Herewith
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed Herewith
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed Herewith
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed Herewith
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed Herewith
|
*
|
Submitted electronically with this Report.
|
|
|
GENERAL MOTORS COMPANY (Registrant)
|
|
|
|
|
By:
|
/s/ THOMAS S. TIMKO
|
|
|
|
|
Thomas S. Timko, Vice President, Controller and Chief Accounting Officer
|
|
Date:
|
April 21, 2016
|
|
|
|
Issuer
|
General Motors Company, a Delaware corporation
|
||
Number of RSUs Granted to You
|
[•] RSUs
|
||
Grant Date
|
February 10, 2016
|
||
Settlement Conditions and Settlement Date(s)
|
One-third of the granted RSUs will vest and settle on the first, second and third anniversaries of the Grant Date (each a “
Settlement Date
”) as follows:
One-third on February 10, 2017
One-third on February 10, 2018
One-third on February 10, 2019
For purposes of calculating the pro rata portion of the Award as may be required under the terms of the Plan, the time period for such proration will be deemed to have commenced on the Grant Date.
Except as otherwise provided in the Plan and this Award Document, any portion of the RSUs not vested as of a Termination of Service shall be forfeited.
|
a)
|
To enable the Company to issue you this Award, and administer the Plan and any Award, you consent to the holding and processing of personal information provided by you to the Company or any Subsidiary, trustee or third party service provider, for all purposes relating to the operation of the Plan in accordance with Section 20 of the Plan.
|
b)
|
You will not have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, consultants, advisors, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a single, voluntary grant and does not constitute a promise, a contractual right or other right to receive future grants. The Committee maintains the right to make available future grants under the Plan.
|
c)
|
The grant of this Award does not give you the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. The Company or the applicable Subsidiary may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any other agreement binding you and the Company or the applicable Subsidiary. Your receipt of this Award under the Plan is not intended to confer any rights on you except as set forth in this Award Document or in the Plan.
|
d)
|
Unless otherwise required by law, this Award under, and your participation in, the Plan does not form part of your remuneration for the purposes of determining payments in lieu of notice of termination of your employment of office, severance payments, leave entitlements, or any other compensation payable to you and no Award, payment, or other right or benefit, under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit-sharing, group insurance, welfare or benefit plan of the Company or any of the Subsidiaries.
|
e)
|
Any portion of this Award that becomes non-forfeitable (e.g., due to your attaining Full Career Status) prior to settlement of the Award will be subject to the U.S. Federal Insurance Contributions Act (“FICA”) tax at the time such portion becomes non-forfeitable.
|
f)
|
This Award includes Restrictive Covenants and conditions precedent that apply during and following your termination of employment, and the RSUs described in this Award constitute good and valuable consideration provided in exchange for those Restrictive Covenants.
|
g)
|
The Company and the Subsidiaries, their respective affiliates, officers and employees make no representation concerning the financial benefit or taxation consequences of any Award or participation in the Plan and you are strongly advised to seek your own professional legal and taxation advice concerning the impact of the Plan and your Award.
|
h)
|
The future value of the underlying Shares is unknown and cannot be predicted with certainty and the Shares may increase or decrease in value.
|
i)
|
You will have no claim or entitlement to compensation or damages arising from the forfeiture of the RSUs, the termination of the Plan, or the diminution in value of the RSUs or Shares, including, without limitation, as a result of the termination of your employment by the Company or any Subsidiary for any reason whatsoever and whether or not in breach of contract. You irrevocably release the Company, its Subsidiaries, Affiliates, the Plan Administrator and their affiliates from any such claim that may arise.
|
j)
|
The Company has adopted a stock ownership requirement policy and if your position is covered, you shall be subject to and comply with this policy as may be in effect from time to time.
|
k)
|
If any term of this Award is determined to be unenforceable as written by a court of competent jurisdiction, you acknowledge and agree that such term shall be adjusted to the extent determined by the court to achieve the intent of the Company in imposing such term and if the court determines that such term cannot be reformed to achieve the intent of the Company, then the elimination of the pertinent provisions of that term shall not otherwise impact the enforceability of the other terms of this Award.
|
l)
|
This Plan and this Award are governed by the laws of the State of Delaware, without regard to the conflicts of law provisions thereof, and any cause or claim arising with respect to this Award or the subject matter contained in this Award Document will be exclusively resolved in the Courts of Delaware. The Company will make reasonable efforts so that the Award complies with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Award Document, the RSUs shall not be settled if the settlement thereof would result in a violation of any such law.
|
m)
|
Nothing in this Award Document will be construed as requiring a forfeiture or otherwise prohibiting you from fully and truthfully cooperating with any investigation or engaging in any other conduct protected by U.S. law.
|
n)
|
You have read this Award Document and the Plan carefully and understand their terms, including but not limited to the Restrictive Covenants herein. By indicating your acceptance of these terms, you are expressly accepting the terms and conditions of the Award, and the Company may rely on your acceptance.
|
a)
|
Accept the RSUs (and any Shares) that are issued by the Company to me in accordance with the terms of the Plan and this Award Document; and
|
b)
|
Be bound by and abide by the terms of this Award Document and the Plan.
|
Issuer
|
General Motors Company, a Delaware corporation
|
Number of Target Units
|
Your number of “
Target Units
” is [•] PSUs
|
Grant Date
|
February 10, 2016
|
Performance Period
|
January 1, 2016 through December 31, 2018
|
Performance Conditions
|
See the
Performance Conditions
set forth on Exhibit A of this Award Document
|
Settlement Conditions and Settlement Date(s)
|
Subject to the achievement of the Performance Conditions, earned awards will vest and settle on the “
Settlement Date
,” which shall be a date occurring during the first two and a half calendar months of 2019 selected by the Committee for the settlement of your Award.
For purposes of calculating the pro rata portion of the Award as may be required under the terms of the Plan, the time period for such proration will be deemed to have commenced on the first day of the Performance Period.
Except as otherwise provided in the Plan and this Award Document, any portion of the PSUs not vested and settled prior to a Termination of Service shall be forfeited.
|
Restrictive Covenants
|
In exchange for the PSUs described in this Award Document, except to the extent this provision is expressly unenforceable or unlawful under applicable law, you agree to the following restrictive covenants (“Restrictive Covenants”) that apply during your employment with the Company and its Subsidiaries, and for the 12-month period commencing on your Termination of Service, including a Full Career Status Termination:
|
||
|
n
|
You will not directly or indirectly engage in or perform any engineering, purchasing, design, marketing, manufacturing or any other tasks or functions or provide services in any other capacity (e.g., as an employee, a board member, a manager or a consultant) for any motor vehicle manufacturer (including its parent, subsidiaries, and other affiliates) that competes with the Company or its Subsidiaries;
|
|
|
n
|
You will not directly or indirectly, knowingly induce any employee of the Company or any Subsidiary to leave their employment for participation, directly or indirectly, with any existing or future business venture associated with you; and
|
|
|
n
|
You will not directly or indirectly solicit any client, customer, or supplier of, or provider to the Company or its Subsidiaries who was a client, customer, supplier or provider for which you provided services or supervised services during the 12-month period immediately prior to your Termination of Service.
|
|
You may seek permission from the Company to take action that would otherwise violate one or more aspects of these Restrictive Covenants, including a request to work in a direct or indirect capacity for any motor vehicle manufacturer that competes with the Company, but the Company may deny such request in its unfettered discretion and otherwise enforce the provisions of the Restrictive Covenants.
If you violate any of the Restrictive Covenants during its effective period without the Company’s consent, your entire Award, whether unvested or earned and vested but unsettled, will immediately be canceled. In addition, you agree to repay to the Company the value of all PSUs that were delivered pursuant to this Award Document during the period commencing on the date that is 12 months prior to your Termination of Service and ending on the date that is 12 months following your Termination of Service. To the extent permitted under applicable law, the Company may also take action at equity or in law to enforce the provisions of the applicable Restrictive Covenants. Following application of this provision of the Award Document, you will continue to be bound by the obligations, promises and other agreements contained in the Plan and the Award Document.
|
|||
Other Terms and Conditions of the Award
|
Refer to the Plan for additional terms and conditions applicable to your Award, including but not limited to, those relating to:
|
||
|
n
|
Effect of your Termination of Service on your Award, including upon Death, Disability, achievement of Full Career Status and other Termination of Service scenarios;
|
|
|
n
|
Your Award being subject to any clawback or recoupment policies of the Company as may be in effect from time to time;
|
|
|
n
|
The impact of a Change in Control or other specified corporate event on your Award; and
|
|
|
n
|
Jurisdiction and governing law
|
a)
|
To enable the Company to issue you this Award, and administer the Plan and any Award, you consent to the holding and processing of personal information provided by you to the Company or any Subsidiary, trustee or third party service provider, for all purposes relating to the operation of the Plan in accordance with Section 20 of the Plan.
|
b)
|
You will not have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, consultants, advisors, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a single, voluntary grant and does not constitute a promise, a contractual right or other right to receive future grants. The Committee maintains the right to make available future grants under the Plan.
|
c)
|
The grant of this Award does not give you the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. The Company or the applicable Subsidiary may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any other agreement binding you and the Company or the applicable Subsidiary. Your receipt of this Award under the Plan is not intended to confer any rights on you except as set forth in this Award Document or in the Plan.
|
d)
|
Unless otherwise required by law, this Award under, and your participation in, the Plan does not form part of your remuneration for the purposes of determining payments in lieu of notice of termination of your employment of office, severance payments, leave entitlements, or any other compensation payable to you and no Award, payment, or other right or benefit, under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit-sharing, group insurance, welfare or benefit plan of the Company or any of the Subsidiaries.
|
e)
|
This Award includes Restrictive Covenants and conditions precedent that apply during and following your termination of employment, and the PSUs described in this Award constitute good and valuable consideration provided in exchange for those Restrictive Covenants.
|
f)
|
The Company and the Subsidiaries, their respective affiliates, officers and employees make no representation concerning the financial benefit or taxation consequences of any Award or participation in the Plan and you are strongly advised to seek your own professional legal and taxation advice concerning the impact of the Plan and your Award.
|
g)
|
The future value of the underlying Shares is unknown and cannot be predicted with certainty and the Shares may increase or decrease in value.
|
h)
|
You will have no claim or entitlement to compensation or damages arising from the forfeiture of the PSUs, the termination of the Plan, or the diminution in value of the PSUs or Shares, including without limitation, as a result of the termination of your employment by the Company or any Subsidiary for any reason whatsoever and whether or not in breach of contract. You irrevocably release the Company, its Subsidiaries, Affiliates, the Plan Administrator and their affiliates from any such claim that may arise.
|
i)
|
The Company has adopted a stock ownership requirement policy and if your position is covered, you shall be subject to and comply with this policy as may be in effect from time to time.
|
j)
|
If any term of this Award is determined to be unenforceable as written by a court of competent jurisdiction, you acknowledge and agree that such term shall be adjusted to the extent determined by the court to achieve the intent of the Company in imposing such term and if the court determines that such term cannot be reformed to achieve the intent of the Company, then the elimination of the pertinent provisions of that term shall not otherwise impact the enforceability of the other terms of this Award.
|
k)
|
This Plan and this Award are governed by the laws of the State of Delaware, without regard to the conflicts of law provisions thereof, and any cause or claim arising with respect to this Award or the subject matter contained in this Award Document will be exclusively resolved in the Courts of Delaware. The Company will make reasonable efforts so that the Award complies with all applicable federal and state securities laws;
|
l)
|
Nothing in this Award Document will be construed as requiring a forfeiture or otherwise prohibiting you from fully and truthfully cooperating with any investigation or engaging in any other conduct protected by U.S. law.
|
m)
|
You have read this Award Document and the Plan carefully and understand their terms, including but not limited to the Restrictive Covenants herein. By indicating your acceptance of these terms, you are expressly accepting the terms and conditions of the Award, and the Company may rely on your acceptance.
|
a)
|
Accept the number of target PSUs (and any Shares) that are issued by the Company to me in accordance with the terms of the Plan and this Award Document; and
|
b)
|
Be bound by and abide by the terms of this Award Document and the Plan.
|
(i)
|
Any Person other than an Excluded Person, directly or indirectly, becomes the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company constituting more than 40 percent of the total combined voting power of the Company’s Voting Securities outstanding;
provided
that if such Person becomes the beneficial owner of 40 percent of the total combined voting power of the Company’s outstanding Voting Securities as a result of a sale of such securities to such Person by the Company or a repurchase of securities by the Company, such sale or purchase by the Company shall not result in a Change in Control;
provided further
, that if such Person subsequently acquires beneficial ownership of additional Voting Securities of the Company (other than from the Company), such subsequent acquisition shall result in a Change in Control if such Person’s beneficial ownership of the Company’s Voting Securities immediately following such acquisition exceeds 40 percent of the total combined voting power of the Company’s outstanding Voting Securities;
|
(ii)
|
at any time during a period of 24 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved (the “
Incumbent Board
”), cease for any reason to constitute a majority of members of the Board;
|
(iii)
|
the consummation of a reorganization, merger or consolidation of the Company or any of its Subsidiaries with any other corporation or entity, in each case, unless, immediately following such reorganization, merger or consolidation, more than 60 percent of the combined voting power and total fair market value of then outstanding Voting Securities of the resulting corporation from such reorganization, merger or consolidation is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities of the Company immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their beneficial ownership of the Voting Securities of the Company immediately prior to such reorganization, merger or consolidation; or
|
(iv)
|
the consummation of any sale, lease, exchange or other transfer to any Person (other than a Subsidiary or affiliate of the Company) of assets of the Company and/or any of its Subsidiaries, in one transaction or a series of related transactions within a 12-month period, having an aggregate fair market value of more than 50 percent of the fair market value of the Company and its Subsidiaries immediately prior to such transaction(s).
|
GENERAL MOTORS COMPANY
|
By:
|
|
Name:
|
|
Title:
|
|
INDEMNITEE
_____________________________________
|
Name:
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/s/ MARY T. BARRA
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Mary T. Barra
Chairman & Chief Executive Officer
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Date:
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April 21, 2016
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/s/ CHARLES K. STEVENS III
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Charles K. Stevens III
Executive Vice President and Chief Financial Officer |
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Date:
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April 21, 2016
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/s/ MARY T. BARRA
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Mary T. Barra
Chairman & Chief Executive Officer
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/s/ CHARLES K. STEVENS III
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Charles K. Stevens III
Executive Vice President and Chief Financial Officer |
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Date:
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April 21, 2016
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