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.
|
Significant Accounting Policies
|
|
|
Note 3.
|
Revenue
|
|
|
Note 4.
|
Marketable and Other Securities
|
|
|
Note 5.
|
GM Financial Receivables
|
|
|
Note 6.
|
Inventories
|
|
|
Note 7.
|
Equipment on Operating Leases
|
|
|
Note 8.
|
Equity in Net Assets of Nonconsolidated Affiliates
|
|
|
Note 9.
|
Variable Interest Entities
|
|
|
Note 10.
|
Automotive and GM Financial Debt
|
|
|
Note 11.
|
Derivative Financial Instruments
|
|
|
Note 12.
|
Product Warranty and Related Liabilities
|
|
|
Note 13.
|
Pensions and Other Postretirement Benefits
|
|
|
Note 14.
|
Commitments and Contingencies
|
|
|
Note 15.
|
Income Taxes
|
|
|
Note 16.
|
Restructuring and Other Initiatives
|
|
|
Note 17.
|
Stockholders' Equity and Noncontrolling Interests
|
|
|
Note 18.
|
Earnings Per Share
|
|
|
Note 19.
|
Discontinued Operations
|
|
|
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
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net sales and revenue
|
|
|
|
||||
Automotive
|
$
|
32,691
|
|
|
$
|
34,519
|
|
GM Financial
|
3,408
|
|
|
2,747
|
|
||
Total net sales and revenue (Note 3)
|
36,099
|
|
|
37,266
|
|
||
Costs and expenses
|
|
|
|
||||
Automotive cost of sales
|
30,184
|
|
|
29,761
|
|
||
GM Financial interest, operating and other expenses
|
3,014
|
|
|
2,566
|
|
||
Automotive selling, general and administrative expense
|
2,372
|
|
|
2,356
|
|
||
Total costs and expenses
|
35,570
|
|
|
34,683
|
|
||
Operating income
|
529
|
|
|
2,583
|
|
||
Automotive interest expense
|
150
|
|
|
147
|
|
||
Interest income and other non-operating income, net
|
549
|
|
|
482
|
|
||
Equity income (Note 8)
|
648
|
|
|
555
|
|
||
Income before income taxes
|
1,576
|
|
|
3,473
|
|
||
Income tax expense (Note 15)
|
466
|
|
|
787
|
|
||
Income from continuing operations
|
1,110
|
|
|
2,686
|
|
||
Loss from discontinued operations, net of tax (Note 19)
|
70
|
|
|
69
|
|
||
Net income
|
1,040
|
|
|
2,617
|
|
||
Net (income) loss attributable to noncontrolling interests
|
6
|
|
|
(9
|
)
|
||
Net income attributable to stockholders
|
$
|
1,046
|
|
|
$
|
2,608
|
|
|
|
|
|
||||
Net income attributable to common stockholders
|
$
|
1,032
|
|
|
$
|
2,608
|
|
|
|
|
|
||||
Earnings per share (Note 18)
|
|
|
|
||||
Basic earnings per common share – continuing operations
|
$
|
0.78
|
|
|
$
|
1.78
|
|
Basic loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Basic earnings per common share
|
$
|
0.73
|
|
|
$
|
1.73
|
|
Weighted-average common shares outstanding – basic
|
1,408
|
|
|
1,505
|
|
||
|
|
|
|
||||
Diluted earnings per common share
–
continuing operations
|
$
|
0.77
|
|
|
$
|
1.75
|
|
Diluted loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Diluted earnings per common share
|
$
|
0.72
|
|
|
$
|
1.70
|
|
Weighted-average common shares outstanding – diluted
|
1,430
|
|
|
1,532
|
|
||
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net income
|
$
|
1,040
|
|
|
$
|
2,617
|
|
Other comprehensive income, net of tax (Note 17)
|
|
|
|
||||
Foreign currency translation adjustments and other
|
34
|
|
|
108
|
|
||
Defined benefit plans
|
(7
|
)
|
|
(29
|
)
|
||
Other comprehensive income, net of tax
|
27
|
|
|
79
|
|
||
Comprehensive income
|
1,067
|
|
|
2,696
|
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
7
|
|
|
(8
|
)
|
||
Comprehensive income attributable to stockholders
|
$
|
1,074
|
|
|
$
|
2,688
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,256
|
|
|
$
|
15,512
|
|
Marketable securities (Note 4)
|
7,110
|
|
|
8,313
|
|
||
Accounts and notes receivable, net
|
10,769
|
|
|
8,164
|
|
||
GM Financial receivables, net (Note 5; Note 9 at VIEs)
|
21,157
|
|
|
20,521
|
|
||
Inventories (Note 6)
|
11,461
|
|
|
10,663
|
|
||
Equipment on operating leases, net (Note 7)
|
789
|
|
|
1,106
|
|
||
Other current assets (Note 4; Note 9 at VIEs)
|
5,893
|
|
|
4,465
|
|
||
Total current assets
|
71,435
|
|
|
68,744
|
|
||
Non-current Assets
|
|
|
|
||||
GM Financial receivables, net (Note 5; Note 9 at VIEs)
|
22,146
|
|
|
21,208
|
|
||
Equity in net assets of nonconsolidated affiliates (Note 8)
|
9,883
|
|
|
9,073
|
|
||
Property, net
|
37,321
|
|
|
36,253
|
|
||
Goodwill and intangible assets, net
|
5,790
|
|
|
5,849
|
|
||
Equipment on operating leases, net (Note 7; Note 9 at VIEs)
|
43,444
|
|
|
42,882
|
|
||
Deferred income taxes
|
23,538
|
|
|
23,544
|
|
||
Other assets (Note 4; Note 9 at VIEs)
|
5,169
|
|
|
4,929
|
|
||
Total non-current assets
|
147,291
|
|
|
143,738
|
|
||
Total Assets
|
$
|
218,726
|
|
|
$
|
212,482
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable (principally trade)
|
$
|
26,039
|
|
|
$
|
23,929
|
|
Short-term debt and current portion of long-term debt (Note 10)
|
|
|
|
|
|
||
Automotive
|
4,341
|
|
|
2,515
|
|
||
GM Financial (Note 9 at VIEs)
|
25,006
|
|
|
24,450
|
|
||
Accrued liabilities
|
27,330
|
|
|
25,996
|
|
||
Total current liabilities
|
82,716
|
|
|
76,890
|
|
||
Non-current Liabilities
|
|
|
|
||||
Long-term debt (Note 10)
|
|
|
|
|
|
||
Automotive
|
10,957
|
|
|
10,987
|
|
||
GM Financial (Note 9 at VIEs)
|
58,514
|
|
|
56,267
|
|
||
Postretirement benefits other than pensions (Note 13)
|
5,927
|
|
|
5,998
|
|
||
Pensions (Note 13)
|
13,209
|
|
|
13,746
|
|
||
Other liabilities
|
11,945
|
|
|
12,394
|
|
||
Total non-current liabilities
|
100,552
|
|
|
99,392
|
|
||
Total Liabilities
|
183,268
|
|
|
176,282
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Equity (Note 17)
|
|
|
|
||||
Common stock, $0.01 par value
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
25,337
|
|
|
25,371
|
|
||
Retained earnings
|
17,028
|
|
|
17,627
|
|
||
Accumulated other comprehensive loss
|
(8,081
|
)
|
|
(8,011
|
)
|
||
Total stockholders’ equity
|
34,298
|
|
|
35,001
|
|
||
Noncontrolling interests
|
1,160
|
|
|
1,199
|
|
||
Total Equity
|
35,458
|
|
|
36,200
|
|
||
Total Liabilities and Equity
|
$
|
218,726
|
|
|
$
|
212,482
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Income from continuing operations
|
$
|
1,110
|
|
|
$
|
2,686
|
|
Depreciation, amortization and impairment charges
|
3,581
|
|
|
2,743
|
|
||
Foreign currency remeasurement and transaction losses
|
243
|
|
|
144
|
|
||
Undistributed earnings of nonconsolidated affiliates, net
|
(648
|
)
|
|
(555
|
)
|
||
Pension contributions and OPEB payments
|
(400
|
)
|
|
(382
|
)
|
||
Pension and OPEB income, net
|
(300
|
)
|
|
(200
|
)
|
||
Provision for deferred taxes
|
365
|
|
|
1,036
|
|
||
Change in other operating assets and liabilities
|
(3,503
|
)
|
|
(3,674
|
)
|
||
Net cash provided by operating activities
–
continuing operations
|
448
|
|
|
1,798
|
|
||
Net cash provided by operating activities
–
discontinued operations
|
—
|
|
|
243
|
|
||
Net cash provided by operating activities
|
448
|
|
|
2,041
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Expenditures for property
|
(2,272
|
)
|
|
(1,730
|
)
|
||
Available-for-sale marketable securities, acquisitions
|
(914
|
)
|
|
(1,316
|
)
|
||
Available-for-sale marketable securities, liquidations
|
2,062
|
|
|
2,914
|
|
||
Purchases of finance receivables, net
|
(4,925
|
)
|
|
(5,402
|
)
|
||
Principal collections and recoveries on finance receivables
|
3,478
|
|
|
2,808
|
|
||
Purchases of leased vehicles, net
|
(4,496
|
)
|
|
(4,727
|
)
|
||
Proceeds from termination of leased vehicles
|
2,379
|
|
|
1,079
|
|
||
Other investing activities
|
(40
|
)
|
|
1
|
|
||
Net cash used in investing activities – continuing operations
|
(4,728
|
)
|
|
(6,373
|
)
|
||
Net cash provided by (used in) investing activities – discontinued operations (Note 19)
|
166
|
|
|
(432
|
)
|
||
Net cash used in investing activities
|
(4,562
|
)
|
|
(6,805
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Net increase (decrease) in short-term debt
|
120
|
|
|
(360
|
)
|
||
Proceeds from issuance of debt (original maturities greater than three months)
|
11,334
|
|
|
11,280
|
|
||
Payments on debt (original maturities greater than three months)
|
(6,832
|
)
|
|
(5,141
|
)
|
||
Payments to purchase common stock
|
(100
|
)
|
|
—
|
|
||
Dividends paid
|
(566
|
)
|
|
(573
|
)
|
||
Other financing activities
|
(187
|
)
|
|
(144
|
)
|
||
Net cash provided by financing activities – continuing operations
|
3,769
|
|
|
5,062
|
|
||
Net cash used in financing activities – discontinued operations
|
—
|
|
|
(15
|
)
|
||
Net cash provided by financing activities
|
3,769
|
|
|
5,047
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
44
|
|
|
103
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(301
|
)
|
|
386
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
17,848
|
|
|
15,160
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
17,547
|
|
|
$
|
15,546
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 4)
|
$
|
17,547
|
|
|
$
|
14,955
|
|
Cash, cash equivalents and restricted cash – discontinued operations at end of period
|
$
|
—
|
|
|
$
|
591
|
|
Significant Non-cash Investing and Financing Activity
|
|
|
|
||||
Non-cash property additions – continuing operations
|
$
|
2,675
|
|
|
$
|
1,981
|
|
Non-cash property additions – discontinued operations
|
$
|
—
|
|
|
$
|
288
|
|
|
Common Stockholders’
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
Balance at January 1, 2017
|
$
|
15
|
|
|
$
|
26,983
|
|
|
$
|
26,168
|
|
|
$
|
(9,330
|
)
|
|
$
|
239
|
|
|
$
|
44,075
|
|
Net income
|
—
|
|
|
—
|
|
|
2,608
|
|
|
—
|
|
|
9
|
|
|
2,617
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
(1
|
)
|
|
79
|
|
||||||
Exercise of common stock warrants
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Stock based compensation
|
—
|
|
|
24
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(573
|
)
|
|
—
|
|
|
—
|
|
|
(573
|
)
|
||||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Balance at March 31, 2017
|
$
|
15
|
|
|
$
|
27,012
|
|
|
$
|
28,195
|
|
|
$
|
(9,250
|
)
|
|
$
|
242
|
|
|
$
|
46,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2018
|
$
|
14
|
|
|
$
|
25,371
|
|
|
$
|
17,627
|
|
|
$
|
(8,011
|
)
|
|
$
|
1,199
|
|
|
$
|
36,200
|
|
Adoption of accounting standards (Note 1)
|
—
|
|
|
—
|
|
|
(1,046
|
)
|
|
(98
|
)
|
|
—
|
|
|
(1,144
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
1,046
|
|
|
—
|
|
|
(6
|
)
|
|
1,040
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
(1
|
)
|
|
27
|
|
||||||
Purchase of common stock
|
—
|
|
|
(44
|
)
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(536
|
)
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
||||||
Other
|
—
|
|
|
10
|
|
|
(7
|
)
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
||||||
Balance at March 31, 2018
|
$
|
14
|
|
|
$
|
25,337
|
|
|
$
|
17,028
|
|
|
$
|
(8,081
|
)
|
|
$
|
1,160
|
|
|
$
|
35,458
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Income Statement
|
|
|
|
|
|
||||||
Automotive net sales and revenue
|
$
|
32,691
|
|
|
$
|
31,558
|
|
|
$
|
1,133
|
|
Automotive cost of sales
|
$
|
30,184
|
|
|
$
|
29,465
|
|
|
$
|
719
|
|
Income before income taxes
|
$
|
1,576
|
|
|
$
|
1,131
|
|
|
$
|
445
|
|
Net income attributable to stockholders
|
$
|
1,046
|
|
|
$
|
702
|
|
|
$
|
344
|
|
|
March 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Balance Sheet
|
|
|
|
|
|
||||||
Equipment on operating leases, net
|
$
|
789
|
|
|
$
|
1,495
|
|
|
$
|
(706
|
)
|
Deferred income taxes
|
$
|
23,538
|
|
|
$
|
23,195
|
|
|
$
|
343
|
|
Accrued liabilities
|
$
|
27,330
|
|
|
$
|
26,113
|
|
|
$
|
1,217
|
|
Other liabilities
|
$
|
11,945
|
|
|
$
|
12,191
|
|
|
$
|
(246
|
)
|
Retained earnings
|
$
|
17,028
|
|
|
$
|
18,019
|
|
|
$
|
(991
|
)
|
|
December 31, 2017
|
|
Adjustment due to ASU 2014-09
|
|
Adjustment due to ASU 2016-01, ASU 2017-12 and ASU 2018-02
|
|
January 1, 2018
|
||||||||
Deferred income taxes
|
$
|
23,544
|
|
|
$
|
444
|
|
|
$
|
(63
|
)
|
|
$
|
23,925
|
|
Other assets
|
$
|
4,929
|
|
|
$
|
195
|
|
|
$
|
242
|
|
|
$
|
5,366
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
24,450
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
24,437
|
|
Accrued liabilities
|
$
|
25,996
|
|
|
$
|
2,328
|
|
|
$
|
—
|
|
|
$
|
28,324
|
|
Other liabilities
|
$
|
12,394
|
|
|
$
|
(235
|
)
|
|
$
|
—
|
|
|
$
|
12,159
|
|
Retained earnings
|
$
|
17,627
|
|
|
$
|
(1,336
|
)
|
|
$
|
290
|
|
|
$
|
16,581
|
|
Accumulated other comprehensive loss
|
$
|
(8,011
|
)
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
|
$
|
(8,109
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||
Vehicle, parts and accessories
|
$
|
25,882
|
|
|
$
|
4,605
|
|
|
$
|
9
|
|
|
$
|
30,496
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
30,489
|
|
Used vehicles
|
1,155
|
|
|
47
|
|
|
—
|
|
|
1,202
|
|
|
—
|
|
|
(17
|
)
|
|
1,185
|
|
|||||||
Services and other
|
781
|
|
|
196
|
|
|
40
|
|
|
1,017
|
|
|
—
|
|
|
—
|
|
|
1,017
|
|
|||||||
Automotive net sales and revenue
|
27,818
|
|
|
4,848
|
|
|
49
|
|
|
32,715
|
|
|
—
|
|
|
(24
|
)
|
|
32,691
|
|
|||||||
Leased vehicle income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,447
|
|
|
—
|
|
|
2,447
|
|
|||||||
Finance charge income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
866
|
|
|
(2
|
)
|
|
864
|
|
|||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
(1
|
)
|
|
97
|
|
|||||||
GM Financial net sales and revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,411
|
|
|
(3
|
)
|
|
3,408
|
|
|||||||
Net sales and revenue
|
$
|
27,818
|
|
|
$
|
4,848
|
|
|
$
|
49
|
|
|
$
|
32,715
|
|
|
$
|
3,411
|
|
|
$
|
(27
|
)
|
|
$
|
36,099
|
|
|
Fair Value Level
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
|||
Cash and time deposits
|
|
|
$
|
8,405
|
|
|
$
|
6,962
|
|
Available-for-sale debt securities
|
|
|
|
|
|
|
|||
U.S. government and agencies
|
2
|
|
—
|
|
|
750
|
|
||
Corporate debt
|
2
|
|
2,374
|
|
|
3,032
|
|
||
Sovereign debt
|
2
|
|
337
|
|
|
1,954
|
|
||
Total available-for-sale debt securities – cash equivalents
|
|
|
2,711
|
|
|
5,736
|
|
||
Money market funds
|
1
|
|
3,140
|
|
|
2,814
|
|
||
Total cash and cash equivalents
|
|
|
$
|
14,256
|
|
|
$
|
15,512
|
|
Marketable debt securities
|
|
|
|
|
|
|
|||
U.S. government and agencies
|
2
|
|
$
|
2,272
|
|
|
$
|
3,310
|
|
Corporate debt
|
2
|
|
3,362
|
|
|
3,665
|
|
||
Mortgage and asset-backed
|
2
|
|
642
|
|
|
635
|
|
||
Sovereign debt
|
2
|
|
834
|
|
|
703
|
|
||
Total available-for-sale debt securities – marketable securities
|
|
|
$
|
7,110
|
|
|
$
|
8,313
|
|
Restricted cash
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
|
$
|
232
|
|
|
$
|
219
|
|
Money market funds
|
1
|
|
3,059
|
|
|
2,117
|
|
||
Total restricted cash
|
|
|
$
|
3,291
|
|
|
$
|
2,336
|
|
|
|
|
|
|
|
||||
Available-for-sale debt securities included above with contractual maturities(a)
|
|
|
|
|
|||||
Due in one year or less
|
|
|
$
|
4,494
|
|
|
|
||
Due between one and five years
|
|
|
4,685
|
|
|
|
|||
Total available-for-sale debt securities with contractual maturities
|
|
|
$
|
9,179
|
|
|
|
(a)
|
Excludes mortgage and asset-backed securities.
|
|
March 31, 2018
|
||
Cash and cash equivalents
|
$
|
14,256
|
|
Restricted cash included in Other current assets
|
2,713
|
|
|
Restricted cash included in Other assets
|
578
|
|
|
Total
|
$
|
17,547
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Retail
|
|
Commercial
|
|
Total
|
|
Retail
|
|
Commercial
|
|
Total
|
||||||||||||
Finance receivables, collectively evaluated for impairment, net of fees
|
$
|
32,020
|
|
|
$
|
9,973
|
|
|
$
|
41,993
|
|
|
$
|
30,486
|
|
|
$
|
9,935
|
|
|
$
|
40,421
|
|
Finance receivables, individually evaluated for impairment, net of fees
|
2,199
|
|
|
23
|
|
|
2,222
|
|
|
2,228
|
|
|
22
|
|
|
2,250
|
|
||||||
GM Financial receivables
|
34,219
|
|
|
9,996
|
|
|
44,215
|
|
|
32,714
|
|
|
9,957
|
|
|
42,671
|
|
||||||
Less: allowance for loan losses
|
(858
|
)
|
|
(54
|
)
|
|
(912
|
)
|
|
(889
|
)
|
|
(53
|
)
|
|
(942
|
)
|
||||||
GM Financial receivables, net
|
$
|
33,361
|
|
|
$
|
9,942
|
|
|
$
|
43,303
|
|
|
$
|
31,825
|
|
|
$
|
9,904
|
|
|
$
|
41,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of GM Financial receivables
|
|
|
|
|
|
|
$
|
43,035
|
|
|
|
|
|
|
|
|
$
|
41,735
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Allowance for loan losses at beginning of period
|
$
|
942
|
|
|
$
|
805
|
|
Provision for loan losses
|
136
|
|
|
211
|
|
||
Charge-offs
|
(295
|
)
|
|
(298
|
)
|
||
Recoveries
|
123
|
|
|
143
|
|
||
Effect of foreign currency
|
6
|
|
|
6
|
|
||
Allowance for loan losses at end of period
|
$
|
912
|
|
|
$
|
867
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||
|
Amount
|
|
Percent of Contractual Amount Due
|
|
Amount
|
|
Percent of Contractual Amount Due
|
||||||
31-to-60 days delinquent
|
$
|
1,265
|
|
|
3.7
|
%
|
|
$
|
995
|
|
|
3.4
|
%
|
Greater-than-60 days delinquent
|
605
|
|
|
1.7
|
%
|
|
430
|
|
|
1.4
|
%
|
||
Total finance receivables more than 30 days delinquent
|
1,870
|
|
|
5.4
|
%
|
|
1,425
|
|
|
4.8
|
%
|
||
In repossession
|
53
|
|
|
0.2
|
%
|
|
46
|
|
|
0.2
|
%
|
||
Total finance receivables more than 30 days delinquent or in repossession
|
$
|
1,923
|
|
|
5.6
|
%
|
|
$
|
1,471
|
|
|
5.0
|
%
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Group I
|
– Dealers with superior financial metrics
|
$
|
1,784
|
|
|
$
|
1,915
|
|
Group II
|
– Dealers with strong financial metrics
|
3,670
|
|
|
3,465
|
|
||
Group III
|
– Dealers with fair financial metrics
|
3,161
|
|
|
3,239
|
|
||
Group IV
|
– Dealers with weak financial metrics
|
1,048
|
|
|
997
|
|
||
Group V
|
– Dealers warranting special mention due to elevated risks
|
268
|
|
|
260
|
|
||
Group VI
|
– Dealers with loans classified as substandard, doubtful or impaired
|
65
|
|
|
81
|
|
||
|
|
$
|
9,996
|
|
|
$
|
9,957
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Total productive material, supplies and work in process
|
$
|
4,736
|
|
|
$
|
4,203
|
|
Finished product, including service parts
|
6,725
|
|
|
6,460
|
|
||
Total inventories
|
$
|
11,461
|
|
|
$
|
10,663
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Equipment on operating leases
|
$
|
54,759
|
|
|
$
|
53,947
|
|
Less: accumulated depreciation
|
(10,526
|
)
|
|
(9,959
|
)
|
||
Equipment on operating leases, net(a)
|
$
|
44,233
|
|
|
$
|
43,988
|
|
(a)
|
Includes
$43.4 billion
and
$42.9 billion
of GM Financial equipment on operating leases, net at
March 31, 2018
and
December 31, 2017
.
|
|
Year Ending December 31,
|
||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
Minimum rental receipts under operating leases
|
$
|
5,241
|
|
|
$
|
5,064
|
|
|
$
|
2,336
|
|
|
$
|
346
|
|
|
$
|
19
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Automotive China equity income
|
$
|
597
|
|
|
$
|
504
|
|
Other joint ventures equity income
|
51
|
|
|
51
|
|
||
Total Equity income
|
$
|
648
|
|
|
$
|
555
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Summarized Operating Data of Automotive China JVs
|
|
|
|
||||
Automotive China JVs' net sales
|
$
|
13,719
|
|
|
$
|
11,201
|
|
Automotive China JVs' net income
|
$
|
1,177
|
|
|
$
|
1,046
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Restricted cash – current
|
$
|
2,027
|
|
|
$
|
1,740
|
|
Restricted cash – non-current
|
$
|
512
|
|
|
$
|
527
|
|
GM Financial receivables, net of fees – current
|
$
|
15,069
|
|
|
$
|
15,141
|
|
GM Financial receivables, net of fees – non-current
|
$
|
12,750
|
|
|
$
|
12,944
|
|
GM Financial equipment on operating leases, net
|
$
|
20,525
|
|
|
$
|
22,222
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
17,674
|
|
|
$
|
18,972
|
|
GM Financial long-term debt
|
$
|
21,352
|
|
|
$
|
20,356
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Total automotive debt
|
$
|
15,298
|
|
|
$
|
16,141
|
|
|
$
|
13,502
|
|
|
$
|
15,088
|
|
Fair value utilizing Level 1 inputs
|
|
|
$
|
12,484
|
|
|
|
|
$
|
13,202
|
|
||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
3,657
|
|
|
|
|
$
|
1,886
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Secured debt
|
$
|
39,441
|
|
|
$
|
39,395
|
|
|
$
|
39,887
|
|
|
$
|
39,948
|
|
Unsecured debt
|
44,079
|
|
|
44,738
|
|
|
40,830
|
|
|
41,989
|
|
||||
Total GM Financial debt
|
$
|
83,520
|
|
|
$
|
84,133
|
|
|
$
|
80,717
|
|
|
$
|
81,937
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
81,931
|
|
|
|
|
|
$
|
79,623
|
|
|||
Fair value utilizing Level 3 inputs
|
|
|
$
|
2,202
|
|
|
|
|
|
$
|
2,314
|
|
|
Fair Value Level
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Derivatives not designated as hedges(a)
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
||||
Foreign currency
|
2
|
|
$
|
2,984
|
|
|
$
|
2,834
|
|
Commodity
|
2
|
|
418
|
|
|
606
|
|
||
PSA warrants(b)
|
2
|
|
49
|
|
|
48
|
|
||
Total assets
|
|
|
$
|
3,451
|
|
|
$
|
3,488
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Foreign currency
|
2
|
|
$
|
2,102
|
|
|
$
|
1,188
|
|
(a)
|
The fair value of these derivative instruments at
March 31, 2018
and
December 31, 2017
and the gains/losses included in our condensed consolidated income statements for the
three
months ended
March 31, 2018
and
2017
were insignificant, unless otherwise noted.
|
(b)
|
The fair value of the PSA warrants located in Other assets was
$909 million
and
$764 million
at
March 31, 2018
and
December 31, 2017
.
|
|
Fair Value Level
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as hedges(a)
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
||||
Fair value hedges – interest rate contracts
|
2
|
|
$
|
833
|
|
|
$
|
1,250
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
||
Interest rate contracts
|
2
|
|
1,794
|
|
|
2,177
|
|
||
Foreign currency
|
2
|
|
1,413
|
|
|
1,574
|
|
||
Total cash flow hedges
|
|
|
3,207
|
|
|
3,751
|
|
||
Total assets
|
|
|
$
|
4,040
|
|
|
$
|
5,001
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Fair value hedges – interest rate contracts(b)(c)
|
2
|
|
$
|
8,947
|
|
|
$
|
9,860
|
|
Cash flow hedges – foreign currency
|
2
|
|
815
|
|
|
—
|
|
||
Total liabilities
|
|
|
$
|
9,762
|
|
|
$
|
9,860
|
|
Derivatives not designated as hedges(a)
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
||||
Interest rate contracts(d)
|
2
|
|
$
|
51,310
|
|
|
$
|
55,581
|
|
Foreign currency
|
2
|
|
1,230
|
|
|
1,201
|
|
||
Total assets
|
|
|
$
|
52,540
|
|
|
$
|
56,782
|
|
Liabilities
|
|
|
|
|
|
||||
Interest rate contracts(c)(e)
|
2
|
|
$
|
39,896
|
|
|
$
|
26,357
|
|
Foreign currency
|
2
|
|
738
|
|
|
—
|
|
||
Total liabilities
|
|
|
$
|
40,634
|
|
|
$
|
26,357
|
|
(a)
|
The fair value of these derivative instruments at
March 31, 2018
and
December 31, 2017
and the gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the
three
months ended
March 31, 2018
and 2017 were insignificant, unless otherwise noted.
|
(b)
|
The fair value of these derivative instruments located in Other liabilities was
$396 million
and
$290 million
at
March 31, 2018
and
December 31, 2017
.
|
(c)
|
Amounts accrued for interest payments in a net receivable position are included in Other assets.
|
(d)
|
The fair value of these derivative instruments located in Other assets was
$464 million
and
$329 million
at
March 31, 2018
and
December 31, 2017
.
|
(e)
|
The fair value of these derivative instruments located in Other liabilities was
$514 million
and
$207 million
at
March 31, 2018
and
December 31, 2017
.
|
|
March 31, 2018
|
||||||
|
Carrying Amount of Hedged Items
|
|
Cumulative Amount of Fair Value Hedging Adjustments(a)
|
||||
GM Financial long-term debt
|
$
|
13,672
|
|
|
$
|
602
|
|
(a)
|
Includes
$163 million
of hedging adjustments remaining on hedged items for which hedge accounting has been discontinued.
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Warranty balance at beginning of period
|
$
|
8,332
|
|
|
$
|
9,069
|
|
Warranties issued and assumed in period
–
recall campaigns
|
183
|
|
|
163
|
|
||
Warranties issued and assumed in period
–
product warranty
|
521
|
|
|
566
|
|
||
Payments
|
(735
|
)
|
|
(809
|
)
|
||
Adjustments to pre-existing warranties
|
(82
|
)
|
|
40
|
|
||
Effect of foreign currency and other
|
(86
|
)
|
|
34
|
|
||
Warranty balance at end of period
|
$
|
8,133
|
|
|
$
|
9,063
|
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||
|
Pension Benefits
|
|
Global OPEB Plans
|
|
Pension Benefits
|
|
Global OPEB Plans
|
||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|
U.S.
|
|
Non-U.S.
|
|
||||||||||||||
Service cost
|
$
|
83
|
|
|
$
|
66
|
|
|
$
|
5
|
|
|
$
|
79
|
|
|
$
|
46
|
|
|
$
|
4
|
|
Interest cost
|
513
|
|
|
120
|
|
|
50
|
|
|
536
|
|
|
125
|
|
|
49
|
|
||||||
Expected return on plan assets
|
(973
|
)
|
|
(212
|
)
|
|
—
|
|
|
(919
|
)
|
|
(171
|
)
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
(1
|
)
|
|
1
|
|
|
(4
|
)
|
|
(1
|
)
|
|
1
|
|
|
(3
|
)
|
||||||
Amortization of net actuarial (gains) losses
|
2
|
|
|
37
|
|
|
13
|
|
|
(1
|
)
|
|
47
|
|
|
8
|
|
||||||
Net periodic pension and OPEB (income) expense
|
$
|
(376
|
)
|
|
$
|
12
|
|
|
$
|
64
|
|
|
$
|
(306
|
)
|
|
$
|
48
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Balance at beginning of period
|
$
|
227
|
|
|
$
|
268
|
|
Additions, interest accretion and other
|
455
|
|
|
40
|
|
||
Payments
|
(37
|
)
|
|
(22
|
)
|
||
Revisions to estimates and effect of foreign currency
|
(12
|
)
|
|
10
|
|
||
Balance at end of period
|
$
|
633
|
|
|
$
|
296
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Foreign Currency Translation Adjustments
|
|
|
|
||||
Balance at beginning of period
|
$
|
(1,606
|
)
|
|
$
|
(2,355
|
)
|
Other comprehensive income and noncontrolling interests, net of reclassification adjustment, tax and impact of adoption of accounting standards(a)(b)(c)(d)
|
108
|
|
|
91
|
|
||
Balance at end of period
|
$
|
(1,498
|
)
|
|
$
|
(2,264
|
)
|
|
|
|
|
||||
Defined Benefit Plans
|
|
|
|
||||
Balance at beginning of period
|
$
|
(6,398
|
)
|
|
$
|
(6,968
|
)
|
Other comprehensive loss before reclassification adjustment, net of tax and impact of adoption of accounting standards(c)(d)
|
(170
|
)
|
|
(77
|
)
|
||
Reclassification adjustment, net of tax(c)
|
44
|
|
|
48
|
|
||
Other comprehensive loss, net of tax and impact of adoption of accounting standards(c)(d)
|
(126
|
)
|
|
(29
|
)
|
||
Balance at end of period
|
$
|
(6,524
|
)
|
|
$
|
(6,997
|
)
|
(a)
|
The noncontrolling interests were insignificant in the three months ended
March 31, 2018
and
2017
.
|
(b)
|
The reclassification adjustment was insignificant in the three months ended
March 31, 2018
and
2017
.
|
(c)
|
The income tax effect was insignificant in the three months ended
March 31, 2018
and
2017
.
|
(d)
|
Refer to
Note 1
for additional information on adoption of accounting standards.
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Basic earnings per share
|
|
|
|
||||
Income from continuing operations(a)
|
$
|
1,116
|
|
|
$
|
2,677
|
|
Less: cumulative dividends on GM Financial preferred stock
|
(14
|
)
|
|
—
|
|
||
Income from continuing operations attributable to common stockholders
|
1,102
|
|
|
2,677
|
|
||
Loss from discontinued operations, net of tax
|
70
|
|
|
69
|
|
||
Net income attributable to common stockholders
|
$
|
1,032
|
|
|
$
|
2,608
|
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
1,408
|
|
|
1,505
|
|
||
|
|
|
|
||||
Basic earnings per common share – continuing operations
|
$
|
0.78
|
|
|
$
|
1.78
|
|
Basic loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Basic earnings per common share
|
$
|
0.73
|
|
|
$
|
1.73
|
|
Diluted earnings per share
|
|
|
|
||||
Income from continuing operations attributable to common stockholders – diluted(a)
|
$
|
1,102
|
|
|
$
|
2,677
|
|
Loss from discontinued operations, net of tax – diluted
|
$
|
70
|
|
|
$
|
69
|
|
Net income attributable to common stockholders – diluted
|
$
|
1,032
|
|
|
$
|
2,608
|
|
|
|
|
|
|
|
||
Weighted-average common shares outstanding – basic
|
1,408
|
|
|
1,505
|
|
||
Dilutive effect of warrants and awards under stock incentive plans
|
22
|
|
|
27
|
|
||
Weighted-average common shares outstanding – diluted
|
1,430
|
|
|
1,532
|
|
||
|
|
|
|
|
|
||
Diluted earnings per common share – continuing operations
|
$
|
0.77
|
|
|
$
|
1.75
|
|
Diluted loss per common share – discontinued operations
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Diluted earnings per common share
|
$
|
0.72
|
|
|
$
|
1.70
|
|
Potentially dilutive securities(b)
|
4
|
|
|
—
|
|
(a)
|
Net of Net (income) loss attributable to noncontrolling interests.
|
(b)
|
Potentially dilutive securities attributable to outstanding stock options and Restricted Stock Units (RSUs) were excluded from the computation of diluted earnings per share (EPS) because the securities would have had an antidilutive effect.
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Automotive net sales and revenue
|
$
|
—
|
|
|
$
|
4,699
|
|
GM Financial net sales and revenue
|
—
|
|
|
128
|
|
||
Total net sales and revenue
|
—
|
|
|
4,827
|
|
||
Automotive cost of sales
|
—
|
|
|
4,560
|
|
||
GM Financial interest, operating and other expenses
|
—
|
|
|
100
|
|
||
Automotive selling, general, and administrative expense
|
—
|
|
|
326
|
|
||
Other income items
|
—
|
|
|
3
|
|
||
Loss from discontinued operations before taxes
|
—
|
|
|
156
|
|
||
Loss on sale of discontinued operations before taxes
|
70
|
|
|
—
|
|
||
Total loss from discontinued operations before taxes
|
70
|
|
|
156
|
|
||
Income tax expense (benefit)
|
—
|
|
|
(87
|
)
|
||
Loss from discontinued operations, net of tax
|
$
|
70
|
|
|
$
|
69
|
|
|
At and For the Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||
Net sales and revenue
|
$
|
27,818
|
|
|
$
|
4,848
|
|
|
$
|
49
|
|
|
|
|
|
$
|
32,715
|
|
|
$
|
3,411
|
|
|
$
|
(27
|
)
|
|
$
|
36,099
|
|
|
Earnings (loss) before interest and taxes-adjusted
|
$
|
2,233
|
|
|
$
|
189
|
|
|
$
|
(259
|
)
|
|
|
|
|
$
|
2,163
|
|
|
$
|
443
|
|
|
$
|
4
|
|
|
$
|
2,610
|
|
|
Adjustments(a)
|
$
|
—
|
|
|
$
|
(942
|
)
|
|
$
|
—
|
|
|
|
|
|
$
|
(942
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(942
|
)
|
||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
|
|
||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(150
|
)
|
||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,576
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(466
|
)
|
||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,110
|
|
||||||||
(Loss) from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70
|
)
|
||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,046
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
77
|
|
|
$
|
8,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,602
|
|
|
$
|
1,281
|
|
|
$
|
—
|
|
|
$
|
9,883
|
|
Total assets
|
$
|
101,247
|
|
|
$
|
28,981
|
|
|
$
|
26,902
|
|
|
$
|
(38,354
|
)
|
|
$
|
118,776
|
|
|
$
|
101,210
|
|
|
$
|
(1,260
|
)
|
|
$
|
218,726
|
|
Depreciation and amortization
|
$
|
1,109
|
|
|
$
|
153
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
1,274
|
|
|
$
|
1,823
|
|
|
$
|
—
|
|
|
$
|
3,097
|
|
Impairment charges
|
$
|
25
|
|
|
$
|
459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
484
|
|
Equity income
|
$
|
2
|
|
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
648
|
|
(a)
|
Consists of charges related to restructuring actions in Korea in GMI.
|
|
At and For the Three Months Ended March 31, 2017
|
||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total
Automotive |
|
GM
Financial |
|
Eliminations
|
|
Total
|
||||||||||||||||
Net sales and revenue
|
$
|
29,338
|
|
|
$
|
5,138
|
|
|
$
|
174
|
|
|
|
|
|
$
|
34,650
|
|
|
$
|
2,748
|
|
|
$
|
(132
|
)
|
|
$
|
37,266
|
|
|
Earnings (loss) before interest and taxes-adjusted
|
$
|
3,471
|
|
|
$
|
178
|
|
|
$
|
(323
|
)
|
|
|
|
|
$
|
3,326
|
|
|
$
|
228
|
|
|
$
|
—
|
|
|
$
|
3,554
|
|
|
Adjustments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
|
|
||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(147
|
)
|
||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,473
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(787
|
)
|
||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,686
|
|
||||||||
(Loss) from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69
|
)
|
||||||||
Net (income) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,608
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
77
|
|
|
$
|
8,341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,418
|
|
|
$
|
998
|
|
|
$
|
—
|
|
|
$
|
9,416
|
|
Total assets(a)
|
$
|
105,968
|
|
|
$
|
27,955
|
|
|
$
|
39,872
|
|
|
$
|
(36,154
|
)
|
|
$
|
137,641
|
|
|
$
|
94,684
|
|
|
$
|
(1,532
|
)
|
|
$
|
230,793
|
|
Depreciation and amortization
|
$
|
1,102
|
|
|
$
|
191
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,294
|
|
|
$
|
1,428
|
|
|
$
|
—
|
|
|
$
|
2,722
|
|
Impairment charges
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Equity income
|
$
|
5
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
509
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
555
|
|
(a)
|
Assets in Corporate and GM Financial include assets classified as held for sale.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Net income (loss) attributable to stockholders
|
$
|
1,046
|
|
|
$
|
2,608
|
|
|
$
|
(5,151
|
)
|
|
$
|
1,835
|
|
|
$
|
(2,981
|
)
|
|
$
|
2,773
|
|
|
$
|
1,660
|
|
|
$
|
2,866
|
|
(Income) loss from discontinued operations, net of tax
|
70
|
|
|
69
|
|
|
277
|
|
|
120
|
|
|
3,096
|
|
|
(5
|
)
|
|
770
|
|
|
(106
|
)
|
||||||||
Income tax expense
|
466
|
|
|
787
|
|
|
7,896
|
|
|
303
|
|
|
2,316
|
|
|
902
|
|
|
534
|
|
|
877
|
|
||||||||
Automotive interest expense
|
150
|
|
|
147
|
|
|
145
|
|
|
150
|
|
|
151
|
|
|
145
|
|
|
132
|
|
|
144
|
|
||||||||
Automotive interest income
|
(64
|
)
|
|
(57
|
)
|
|
(82
|
)
|
|
(45
|
)
|
|
(59
|
)
|
|
(43
|
)
|
|
(68
|
)
|
|
(50
|
)
|
||||||||
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
GMI restructuring(a)
|
942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
540
|
|
|
—
|
|
||||||||
Ignition switch recall and related legal matters(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
(110
|
)
|
|
114
|
|
|
115
|
|
||||||||
Total adjustments
|
942
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
(110
|
)
|
|
654
|
|
|
115
|
|
||||||||
EBIT-adjusted
|
$
|
2,610
|
|
|
$
|
3,554
|
|
|
$
|
3,085
|
|
|
$
|
2,598
|
|
|
$
|
2,523
|
|
|
$
|
3,662
|
|
|
$
|
3,682
|
|
|
$
|
3,846
|
|
(a)
|
These adjustments were excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustment in the three months ended March 31, 2018 primarily consists of asset impairments and employee separation costs in Korea. The adjustment in the three months ended June 30, 2017 primarily consists of asset impairments and other restructuring actions in India, South Africa and Venezuela.
|
(b)
|
These adjustments were excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries, and complaints from constituents.
|
|
Three Months Ended
|
|
Year Ended
|
||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
December 31, 2017
|
||||||
EBIT-adjusted(a)
|
$
|
2,610
|
|
|
$
|
3,554
|
|
|
$
|
12,844
|
|
EBIT loss-adjusted – autonomous vehicle operations
|
188
|
|
|
148
|
|
|
706
|
|
|||
Core EBIT-adjusted
|
$
|
2,798
|
|
|
$
|
3,702
|
|
|
$
|
13,550
|
|
(a)
|
Refer to the reconciliation of
Net income (loss) attributable to stockholders under U.S. GAAP
to EBIT-adjusted within this section of MD&A.
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
||||||||
Diluted earnings per common share
|
$
|
1,032
|
|
|
$
|
0.72
|
|
|
$
|
2,608
|
|
|
$
|
1.70
|
|
Diluted loss per common share – discontinued operations
|
70
|
|
|
0.05
|
|
|
69
|
|
|
0.05
|
|
||||
Adjustment – GMI restructuring
|
942
|
|
|
0.66
|
|
|
—
|
|
|
—
|
|
||||
EPS-diluted-adjusted
|
$
|
2,044
|
|
|
$
|
1.43
|
|
|
$
|
2,677
|
|
|
$
|
1.75
|
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
||||||||||
Effective tax rate
|
$
|
1,576
|
|
|
$
|
466
|
|
|
29.6
|
%
|
|
$
|
3,473
|
|
|
$
|
787
|
|
|
22.7
|
%
|
Adjustment – GMI restructuring
|
942
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
ETR-adjusted
|
$
|
2,518
|
|
|
$
|
466
|
|
|
18.5
|
%
|
|
$
|
3,473
|
|
|
$
|
787
|
|
|
22.7
|
%
|
|
Four Quarters Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net income (loss) attributable to stockholders
|
$
|
(5.4
|
)
|
|
$
|
10.1
|
|
Average equity
|
$
|
39.3
|
|
|
$
|
44.8
|
|
ROE
|
(13.8
|
)%
|
|
22.5
|
%
|
|
Four Quarters Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
EBIT-adjusted(a)
|
$
|
11.9
|
|
|
$
|
13.7
|
|
Average equity
|
$
|
39.3
|
|
|
$
|
44.8
|
|
Add: Average automotive debt and interest liabilities (excluding capital leases)
|
12.7
|
|
|
10.0
|
|
||
Add: Average automotive net pension & OPEB liability
|
20.6
|
|
|
21.5
|
|
||
Less: Average automotive net income tax asset
|
(26.9
|
)
|
|
(32.4
|
)
|
||
ROIC-adjusted average net assets
|
$
|
45.7
|
|
|
$
|
43.9
|
|
ROIC-adjusted
|
26.0
|
%
|
|
31.1
|
%
|
(a)
|
Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted
within this section of MD&A.
|
|
Year Ending December 31, 2018
|
|
Diluted earnings per common share
|
$ 5.52-5.82
|
|
Diluted loss per common share – discontinued operations(a)
|
0.05
|
|
Adjustment – GMI restructuring
|
0.73
|
|
Tax effect on adjustment(b)
|
—
|
|
EPS-diluted-adjusted
|
$ 6.30-6.60
|
|
(a)
|
Refer to
Note 19
to our condensed consolidated financial statements for further details.
|
(b)
|
The tax effect of the adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction in which the adjustment relates.
|
|
|
|
Three Months Ended
|
||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||||||
GMNA(a)
|
893
|
|
|
77.0
|
%
|
|
940
|
|
|
75.9
|
%
|
GMI(b)
|
266
|
|
|
23.0
|
%
|
|
299
|
|
|
24.1
|
%
|
Total
|
1,159
|
|
|
100.0
|
%
|
|
1,239
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Discontinued operations
|
—
|
|
|
|
|
303
|
|
|
|
(a)
|
Wholesale vehicle sales related to transactions with the European Business were insignificant for the
three months ended
March 31, 2017
.
|
(b)
|
Wholesale vehicle sales include 48 vehicles related to transactions with the European Business for the
three months ended
March 31, 2017
.
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||
|
Industry
|
|
GM
|
|
Market Share
|
|
Industry
|
|
GM
|
|
Market Share
|
||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
4,202
|
|
|
716
|
|
|
17.0
|
%
|
|
4,105
|
|
|
690
|
|
|
16.8
|
%
|
Other
|
862
|
|
|
111
|
|
|
13.0
|
%
|
|
898
|
|
|
126
|
|
|
14.1
|
%
|
Total North America(a)
|
5,064
|
|
|
827
|
|
|
16.3
|
%
|
|
5,003
|
|
|
816
|
|
|
16.3
|
%
|
Asia/Pacific, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
||||||
China(b)
|
6,671
|
|
|
986
|
|
|
14.8
|
%
|
|
6,177
|
|
|
913
|
|
|
14.8
|
%
|
Other(c)
|
5,558
|
|
|
115
|
|
|
2.1
|
%
|
|
5,440
|
|
|
157
|
|
|
2.9
|
%
|
Total Asia/Pacific, Middle East and Africa(a)
|
12,229
|
|
|
1,101
|
|
|
9.0
|
%
|
|
11,617
|
|
|
1,070
|
|
|
9.2
|
%
|
South America
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brazil
|
546
|
|
|
92
|
|
|
16.8
|
%
|
|
472
|
|
|
82
|
|
|
17.3
|
%
|
Other
|
537
|
|
|
75
|
|
|
14.0
|
%
|
|
467
|
|
|
66
|
|
|
14.1
|
%
|
Total South America(a)
|
1,083
|
|
|
167
|
|
|
15.5
|
%
|
|
939
|
|
|
148
|
|
|
15.7
|
%
|
Total in GM markets
|
18,376
|
|
|
2,095
|
|
|
11.4
|
%
|
|
17,559
|
|
|
2,034
|
|
|
11.6
|
%
|
Total Europe
|
5,015
|
|
|
1
|
|
|
—
|
%
|
|
5,070
|
|
|
310
|
|
|
6.1
|
%
|
Total Worldwide(d)
|
23,391
|
|
|
2,096
|
|
|
9.0
|
%
|
|
22,629
|
|
|
2,344
|
|
|
10.4
|
%
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cars
|
1,347
|
|
|
146
|
|
|
10.9
|
%
|
|
1,503
|
|
|
179
|
|
|
11.9
|
%
|
Trucks
|
1,207
|
|
|
300
|
|
|
24.8
|
%
|
|
1,157
|
|
|
292
|
|
|
25.2
|
%
|
Crossovers
|
1,648
|
|
|
270
|
|
|
16.4
|
%
|
|
1,445
|
|
|
219
|
|
|
15.1
|
%
|
Total United States
|
4,202
|
|
|
716
|
|
|
17.0
|
%
|
|
4,105
|
|
|
690
|
|
|
16.8
|
%
|
China(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SGMS
|
|
|
|
457
|
|
|
|
|
|
|
|
|
386
|
|
|
|
|
SGMW and FAW-GM
|
|
|
|
529
|
|
|
|
|
|
|
|
|
527
|
|
|
|
|
Total China
|
6,671
|
|
|
986
|
|
|
14.8
|
%
|
|
6,177
|
|
|
913
|
|
|
14.8
|
%
|
(a)
|
Sales of Opel/Vauxhall outside of Europe were insignificant in the three months ended March 31, 2018 and 2017.
|
(b)
|
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).
We use estimated vehicle registrations data as the basis for calculating industry volume and market share in China.
|
(c)
|
Includes Industry and GM sales in India and South Africa. As of December 31, 2017 we have ceased sales of Chevrolet for the domestic markets in India and South Africa.
|
(d)
|
We do
not currently export vehicles to Cuba, Iran, North Korea, Sudan or Syria. Accordingly these countries are excluded from industry sales data and corresponding calculation of
market share
.
|
|
Three Months Ended
|
||||
|
March 31, 2018
|
|
March 31, 2017
|
||
GMNA
|
188
|
|
|
168
|
|
GMI
|
75
|
|
|
89
|
|
Total fleet sales
|
263
|
|
|
257
|
|
|
|
|
|
|
|
Fleet sales as a percentage of total retail vehicle sales
|
12.6
|
%
|
|
12.6
|
%
|
|
Three Months Ended
|
||||
|
March 31, 2018
|
|
March 31, 2017
|
||
Daily rental sales
|
79
|
|
|
72
|
|
Other fleet sales
|
85
|
|
|
71
|
|
Total fleet sales
|
164
|
|
|
143
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
|
Residual Value
|
|
Units
|
|
Percentage
|
|
Residual Value
|
|
Units
|
|
Percentage
|
||||||||
Cars
|
$
|
5,518
|
|
|
430
|
|
|
25.6
|
%
|
|
$
|
5,701
|
|
|
450
|
|
|
27.2
|
%
|
Trucks
|
7,317
|
|
|
292
|
|
|
17.4
|
%
|
|
7,173
|
|
|
285
|
|
|
17.3
|
%
|
||
Crossovers
|
14,201
|
|
|
852
|
|
|
50.8
|
%
|
|
13,723
|
|
|
818
|
|
|
49.5
|
%
|
||
SUVs
|
3,939
|
|
|
103
|
|
|
6.2
|
%
|
|
3,809
|
|
|
99
|
|
|
6.0
|
%
|
||
Total
|
$
|
30,975
|
|
|
1,677
|
|
|
100.0
|
%
|
|
$
|
30,406
|
|
|
1,652
|
|
|
100.0
|
%
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||
March 31, 2018
|
|
March 31, 2017
|
|
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
|
(Dollars in billions)
|
||||||||||||||||||||||||
GMNA
|
$
|
27,818
|
|
|
$
|
29,338
|
|
|
$
|
(1,520
|
)
|
|
(5.2
|
)%
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
GMI
|
4,848
|
|
|
5,138
|
|
|
(290
|
)
|
|
(5.6
|
)%
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|||
Corporate
|
49
|
|
|
174
|
|
|
(125
|
)
|
|
(71.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.1
|
)
|
||||||
Automotive
|
32,715
|
|
|
34,650
|
|
|
(1,935
|
)
|
|
(5.6
|
)%
|
|
|
$
|
(1.8
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|||
GM Financial
|
3,411
|
|
|
2,748
|
|
|
663
|
|
|
24.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.7
|
|
||||||
Eliminations
|
(27
|
)
|
|
(132
|
)
|
|
105
|
|
|
79.5
|
%
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
$
|
0.1
|
|
|||||
Total net sales and revenue
|
$
|
36,099
|
|
|
$
|
37,266
|
|
|
$
|
(1,167
|
)
|
|
(3.1
|
)%
|
|
|
$
|
(1.8
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|
|
|
Volume
|
|
Mix
|
|
Cost
|
|
Other
|
|||||||||||||||||
|
|
|
|
|
|
|
(Dollars in billions)
|
||||||||||||||||||||||||
GMNA
|
$
|
24,294
|
|
|
$
|
24,534
|
|
|
$
|
240
|
|
|
1.0
|
%
|
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.2
|
)
|
GMI
|
5,772
|
|
|
5,083
|
|
|
(689
|
)
|
|
(13.6
|
)%
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.1
|
)
|
|||
Corporate
|
143
|
|
|
276
|
|
|
133
|
|
|
48.2
|
%
|
|
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|||||
Eliminations
|
(25
|
)
|
|
(132
|
)
|
|
(107
|
)
|
|
(81.1
|
)%
|
|
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
|
|
||||||
Total automotive cost of sales
|
$
|
30,184
|
|
|
$
|
29,761
|
|
|
$
|
(423
|
)
|
|
(1.4
|
)%
|
|
|
$
|
1.3
|
|
|
$
|
0.1
|
|
|
$
|
(1.6
|
)
|
|
$
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
|
|||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|
%
|
||||||||
Income tax expense
|
$
|
466
|
|
|
$
|
787
|
|
|
$
|
321
|
|
|
40.8
|
%
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
|||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
27,818
|
|
|
$
|
29,338
|
|
|
$
|
(1,520
|
)
|
|
(5.2
|
)%
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.3
|
|
|
|
|
$
|
0.2
|
|
||
EBIT-adjusted
|
$
|
2,233
|
|
|
$
|
3,471
|
|
|
$
|
(1,238
|
)
|
|
(35.7
|
)%
|
|
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.1
|
)
|
EBIT-adjusted margin
|
8.0
|
%
|
|
11.8
|
%
|
|
(3.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
893
|
|
|
940
|
|
|
(47
|
)
|
|
(5.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
4,848
|
|
|
$
|
5,138
|
|
|
$
|
(290
|
)
|
|
(5.6
|
)%
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
|
|
$
|
(0.1
|
)
|
||
EBIT-adjusted
|
$
|
189
|
|
|
$
|
178
|
|
|
$
|
11
|
|
|
6.2
|
%
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
EBIT-adjusted margin
|
3.9
|
%
|
|
3.5
|
%
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity income — Automotive China
|
$
|
597
|
|
|
$
|
504
|
|
|
$
|
93
|
|
|
18.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EBIT (loss)-adjusted — excluding Equity income
|
$
|
(408
|
)
|
|
$
|
(326
|
)
|
|
$
|
(82
|
)
|
|
(25.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
266
|
|
|
299
|
|
|
(33
|
)
|
|
(11.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Wholesale vehicles including vehicles exported to markets outside of China
|
1,066
|
|
|
992
|
|
||
Total net sales and revenue
|
$
|
13,719
|
|
|
$
|
11,201
|
|
Net income
|
$
|
1,177
|
|
|
$
|
1,046
|
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|
%
|
|||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|
|||||||||
Total revenue
|
$
|
3,411
|
|
|
$
|
2,748
|
|
|
$
|
663
|
|
|
24.1
|
%
|
Provision for loan losses
|
$
|
136
|
|
|
$
|
211
|
|
|
$
|
(75
|
)
|
|
(35.5
|
)%
|
Earnings before income taxes-adjusted
|
$
|
443
|
|
|
$
|
228
|
|
|
$
|
215
|
|
|
94.3
|
%
|
|
(Dollars in billions)
|
|||||||||||||
Average debt outstanding
|
$
|
81.5
|
|
|
$
|
67.0
|
|
|
$
|
14.5
|
|
|
21.6
|
%
|
Effective rate of interest paid
|
3.6
|
%
|
|
3.6
|
%
|
|
—
|
%
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
10.1
|
|
|
$
|
11.2
|
|
Marketable securities
|
7.1
|
|
|
8.3
|
|
||
Available liquidity(a)
|
17.2
|
|
|
19.6
|
|
||
Available under credit facilities
|
14.1
|
|
|
14.1
|
|
||
Total automotive available liquidity(a)
|
$
|
31.3
|
|
|
$
|
33.6
|
|
(a)
|
Amounts do not add due to rounding.
|
|
Three Months Ended March 31, 2018
|
||
Operating cash flow
|
$
|
(1.2
|
)
|
Capital expenditures
|
(2.3
|
)
|
|
Dividends paid and payments to purchase common stock
|
(0.6
|
)
|
|
Issuance of unsecured note payable to SGM
|
1.3
|
|
|
Other non-operating
|
0.5
|
|
|
Total change in automotive available liquidity
|
$
|
(2.3
|
)
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
0.7
|
|
|
$
|
2.5
|
|
|
$
|
(1.8
|
)
|
Depreciation, amortization and impairment charges
|
1.8
|
|
|
1.3
|
|
|
0.5
|
|
|||
Pension and OPEB activities
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|||
Working capital
|
(2.0
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||
Equipment on operating leases, net
|
0.3
|
|
|
(0.3
|
)
|
|
0.6
|
|
|||
Accrued and other liabilities
|
(1.1
|
)
|
|
(1.6
|
)
|
|
0.5
|
|
|||
Income taxes
|
0.4
|
|
|
0.7
|
|
|
(0.3
|
)
|
|||
Undistributed earnings of nonconsolidated affiliates, net
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||
Other
|
0.0
|
|
|
0.6
|
|
|
(0.6
|
)
|
|||
Net automotive cash provided by (used in) operating activities
|
$
|
(1.2
|
)
|
|
$
|
1.1
|
|
|
$
|
(2.3
|
)
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
(2.3
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(0.6
|
)
|
Acquisitions and liquidations of marketable securities, net
|
1.1
|
|
|
1.6
|
|
|
(0.5
|
)
|
|||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Net automotive cash used in investing activities
|
$
|
(1.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(1.0
|
)
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|||||||
Financing Activities
|
|
|
|
|
|
||||||
Dividends paid and payments to purchase common stock
|
$
|
(0.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
Issuance of unsecured note payable to SGM
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||
Other
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Net automotive cash provided by (used in) financing activities
|
$
|
1.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.6
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net automotive cash provided by (used in) operating activities – continuing operations
|
$
|
(1.2
|
)
|
|
$
|
1.1
|
|
Less: capital expenditures – continuing operations
|
(2.3
|
)
|
|
(1.7
|
)
|
||
Adjusted automotive free cash flow – continuing operations
|
(3.5
|
)
|
|
(0.6
|
)
|
||
Net automotive cash provided by operating activities – discontinued operations
|
—
|
|
|
0.3
|
|
||
Less: capital expenditures – discontinued operations
|
—
|
|
|
(0.3
|
)
|
||
Adjusted automotive free cash flow
|
$
|
(3.5
|
)
|
|
$
|
(0.6
|
)
|
|
Three Months Ended
|
|
Year Ended
|
||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
December 31, 2017
|
||||||
Adjusted automotive free cash flow – continuing operations(a)
|
$
|
(3.5
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
5.2
|
|
Net automotive cash used in operating activities – autonomous vehicle operations
|
0.2
|
|
|
0.1
|
|
|
0.5
|
|
|||
Capital expenditures – autonomous vehicle operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Core adjusted automotive free cash flow
|
$
|
(3.3
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
5.7
|
|
(a)
|
Refer to the reconciliation of Adjusted automotive free cash flow within this section of MD&A.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
4.2
|
|
|
$
|
4.3
|
|
Borrowing capacity on unpledged eligible assets
|
14.1
|
|
|
12.5
|
|
||
Borrowing capacity on committed unsecured lines of credit
|
0.1
|
|
|
0.1
|
|
||
Total GM Financial available liquidity
|
$
|
18.4
|
|
|
$
|
16.9
|
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
|||||||
Net cash provided by operating activities
|
$
|
1.7
|
|
|
$
|
1.3
|
|
|
$
|
0.4
|
|
Net cash used in investing activities
|
$
|
(3.6
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
3.3
|
|
Net cash provided by financing activities
|
$
|
2.8
|
|
|
$
|
5.7
|
|
|
$
|
(2.9
|
)
|
|
Total Number of Shares Purchased(a)
|
|
Weighted Average Price Paid per Share
|
|
Total Number of Shares
Purchased Under Announced Programs |
|
Approximate Dollar Value of Shares That
May Yet be Purchased Under Announced Programs
|
||||
January 1, 2018 through January 31, 2018
|
113,532
|
|
|
$
|
43.75
|
|
|
—
|
|
|
$3.5 billion
|
February 1, 2018 through February 28, 2018
|
6,554,595
|
|
|
$
|
40.86
|
|
|
2,518,257
|
|
|
$3.4 billion
|
March 1, 2018 through March 31, 2018
|
660,232
|
|
|
$
|
41.05
|
|
|
—
|
|
|
$3.4 billion
|
Total
|
7,328,359
|
|
|
$
|
40.92
|
|
|
2,518,257
|
|
|
|
(a)
|
Shares purchased include authorized shares that were a part of our stock repurchase plan. In addition, shares purchased consist of shares retained by us for the payment of the exercise price upon the exercise of warrants and shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of RSUs, Performance Stock Units (PSUs) and Restricted Stock Awards relating to compensation plans. Refer to our 2017 Form 10-K for additional details on warrants outstanding and employee stock incentive plans.
|
Exhibit Number
|
|
Exhibit Name
|
|
|
10.1
|
|
|
Filed Herewith
|
|
10.2
|
|
|
Filed Herewith
|
|
31.1
|
|
|
Filed Herewith
|
|
31.2
|
|
|
Filed Herewith
|
|
32
|
|
|
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
|
|
|
|
GENERAL MOTORS COMPANY (Registrant)
|
|
|
|
|
|
By:
|
/s/ THOMAS S. TIMKO
|
|
|
|
|
|
Thomas S. Timko, Vice President, Global Business Solutions and Chief Accounting Officer
|
|
Date:
|
April 26, 2018
|
|
|
|
|
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:
• 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;
• 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 employer or business venture associated with you; and
• 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 cancelled. 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:
• Effect of your Termination of Service on your Award, including upon Death, Disability, achievement of Full Career Status and other Termination of Service scenarios;
• Your Award being subject to any clawback or recoupment policies of the Company as may be in effect from time to time;
• The impact of a Change in Control or other specified corporate event on your Award; and
• 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
|
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
|
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.
|
•
|
First, the 3-Year Average ROIC-Adjusted for each company is determined.
|
•
|
Second, the results for each company in the OEM Peer Group are ranked by percentile independent of GM’s results.
|
•
|
Third, GM’s 3-Year Average ROIC-Adjusted result is placed on the percentile continuum between the peer company directly above us and below us to determine our performance.
|
•
|
Fourth, the percentage of Target Units earned is determined based on the following performance goals:
|
GM’s 3-Year Average ROIC-Adjusted Result Versus OEM Peer Group
|
||||
|
Below Threshold
|
Threshold
|
Target
|
Maximum
|
|
Below 35
th
Percentile
|
35
th
Percentile
|
60
th
Percentile
|
100
th
Percentile
|
Percentage of Target Units Eligible to be Earned
|
0%
|
50%
|
100%
|
200%
|
•
|
First, the TSR for each company is determined.
|
•
|
Second, the results for each company in the OEM Peer Group are ranked by percentile independent of GM’s results.
|
•
|
Third, GM’s TSR result is placed on the percentile continuum between the peer company directly above us and below us to determine our performance.
|
•
|
Fourth, the percentage of Target Units earned is determined based on the following performance goals:
|
GM’s TSR Result Versus OEM Peer Group
|
||||
|
Below Threshold
|
Threshold
|
Target
|
Maximum
|
|
Below 25
th
Percentile
|
25
th
Percentile
|
50
th
Percentile
|
75
th
Percentile
|
Percentage of Target Units Eligible to be Earned
|
0%
|
50%
|
100%
|
200%
|
Total Company EBIT-Adjusted*
|
÷
|
Average Total Company Net Assets**
|
–
|
All income tax related accounts
|
–
|
Interest and certain dividend related accounts
|
–
|
Fresh start accounting goodwill
|
–
|
External debt (except capital leases)
|
–
|
Pension and OPEB liabilities
|
Issuer
|
General Motors Company, a Delaware corporation
|
|
Number of Options Granted To You
|
[
●
]
Options
|
|
Exercise Price
|
[●]
|
|
Grant Date
|
[●]
|
|
Vesting Schedule
|
One-third of the Options will vest on the first, second and third anniversaries of the Grant Date as follows:
One-third on [●]
One-third on [●]
One-third on [●]
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 Options not vested as of a Termination of Service shall be forfeited.
|
|
Expiration Date
|
[●] upon the close of the New York Stock Exchange.
Any unexercised Options that remain following the Expiration Date 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
|
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 Options 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 Options and subsequent Shares as a result of exercise is unknown and cannot be predicted with certainty and may increase or decrease in value.
|
h)
|
You will have no claim or entitlement to compensation or damages arising from the forfeiture of the Options, the termination of the Plan, or the diminution in value of the Options 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. Options do not count towards your stock ownership requirement.
|
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
|
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 Options (and any Shares resulting from the exercise of the Options) 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.
|
|
|
/s/ MARY T. BARRA
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer
|
|
Date:
|
April 26, 2018
|
|
|
|
|
/s/ CHARLES K. STEVENS III
|
|
|
|
Charles K. Stevens III
Executive Vice President and Chief Financial Officer |
|
Date:
|
April 26, 2018
|
|
|
|
|
/s/ MARY T. BARRA
|
|
|
|
Mary T. Barra
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ CHARLES K. STEVENS III
|
|
|
|
Charles K. Stevens III
Executive Vice President and Chief Financial Officer |
|
Date:
|
April 26, 2018
|
|
|