☑
|
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
|
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)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
GM
|
New York Stock Exchange
|
|
|
|
Page
|
PART I
|
|||
Item 1.
|
Condensed Consolidated Financial Statements
|
||
|
Condensed Consolidated Income Statements (Unaudited)
|
||
|
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
|
||
|
Condensed Consolidated Balance Sheets (Unaudited)
|
||
|
Condensed Consolidated Statements of Cash Flows (Unaudited)
|
||
|
Condensed Consolidated Statements of Equity (Unaudited)
|
||
|
Notes to Condensed Consolidated Financial Statements
|
||
|
Note 1.
|
Nature of Operations and Basis of Presentation
|
|
|
Note 2.
|
Significant Accounting Policies
|
|
|
Note 3.
|
Revenue
|
|
|
Note 4.
|
Marketable and Other Securities
|
|
|
Note 5.
|
GM Financial Receivables and Transactions
|
|
|
Note 6.
|
Inventories
|
|
|
Note 7.
|
Equipment on Operating Leases
|
|
|
Note 8.
|
Equity in Net Assets of Nonconsolidated Affiliates
|
|
|
Note 9.
|
Goodwill
|
|
|
Note 10.
|
Variable Interest Entities
|
|
|
Note 11.
|
Debt
|
|
|
Note 12.
|
Derivative Financial Instruments
|
|
|
Note 13.
|
Product Warranty and Related Liabilities
|
|
|
Note 14.
|
Pensions and Other Postretirement Benefits
|
|
|
Note 15.
|
Commitments and Contingencies
|
|
|
Note 16.
|
Income Taxes
|
|
|
Note 17.
|
Restructuring and Other Initiatives
|
|
|
Note 18.
|
Stockholders' Equity and Noncontrolling Interests
|
|
|
Note 19.
|
Earnings Per Share
|
|
|
Note 20.
|
Segment Reporting
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
||
Item 4.
|
Controls and Procedures
|
||
PART II
|
|||
Item 1.
|
Legal Proceedings
|
||
Item 1A.
|
Risk Factors
|
||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
||
Item 6.
|
Exhibits
|
||
Signature
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Net sales and revenue
|
|
|
|
||||
Automotive
|
$
|
29,150
|
|
|
$
|
31,261
|
|
GM Financial
|
3,559
|
|
|
3,617
|
|
||
Total net sales and revenue (Note 3)
|
32,709
|
|
|
34,878
|
|
||
Costs and expenses
|
|
|
|
||||
Automotive and other cost of sales
|
26,726
|
|
|
28,229
|
|
||
GM Financial interest, operating and other expenses
|
3,356
|
|
|
3,306
|
|
||
Automotive and other selling, general and administrative expense
|
1,970
|
|
|
2,099
|
|
||
Total costs and expenses
|
32,052
|
|
|
33,634
|
|
||
Operating income
|
657
|
|
|
1,244
|
|
||
Automotive interest expense
|
193
|
|
|
181
|
|
||
Interest income and other non-operating income, net
|
311
|
|
|
805
|
|
||
Equity income (loss) (Note 8)
|
(132
|
)
|
|
414
|
|
||
Income before income taxes
|
643
|
|
|
2,282
|
|
||
Income tax expense (Note 16)
|
357
|
|
|
137
|
|
||
Net income
|
286
|
|
|
2,145
|
|
||
Net loss attributable to noncontrolling interests
|
8
|
|
|
12
|
|
||
Net income attributable to stockholders
|
$
|
294
|
|
|
$
|
2,157
|
|
|
|
|
|
||||
Net income attributable to common stockholders
|
$
|
247
|
|
|
$
|
2,119
|
|
|
|
|
|
||||
Earnings per share (Note 19)
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.17
|
|
|
$
|
1.50
|
|
Weighted-average common shares outstanding – basic
|
1,433
|
|
|
1,417
|
|
||
|
|
|
|
||||
Diluted earnings per common share
|
$
|
0.17
|
|
|
$
|
1.48
|
|
Weighted-average common shares outstanding – diluted
|
1,440
|
|
|
1,436
|
|
||
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Net income
|
$
|
286
|
|
|
$
|
2,145
|
|
Other comprehensive income (loss), net of tax (Note 18)
|
|
|
|
||||
Foreign currency translation adjustments and other
|
(973
|
)
|
|
149
|
|
||
Defined benefit plans
|
317
|
|
|
36
|
|
||
Other comprehensive income (loss), net of tax
|
(656
|
)
|
|
185
|
|
||
Comprehensive income (loss)
|
(370
|
)
|
|
2,330
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
20
|
|
|
17
|
|
||
Comprehensive income (loss) attributable to stockholders
|
$
|
(350
|
)
|
|
$
|
2,347
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
38,506
|
|
|
$
|
19,069
|
|
Marketable debt securities (Note 4)
|
7,620
|
|
|
4,174
|
|
||
Accounts and notes receivable, net
|
7,536
|
|
|
6,797
|
|
||
GM Financial receivables, net (Note 5; Note 10 at VIEs)
|
26,320
|
|
|
26,601
|
|
||
Inventories (Note 6)
|
10,799
|
|
|
10,398
|
|
||
Other current assets (Note 4; Note 10 at VIEs)
|
6,918
|
|
|
7,953
|
|
||
Total current assets
|
97,699
|
|
|
74,992
|
|
||
Non-current Assets
|
|
|
|
||||
GM Financial receivables, net (Note 5; Note 10 at VIEs)
|
25,948
|
|
|
26,355
|
|
||
Equity in net assets of nonconsolidated affiliates (Note 8)
|
7,521
|
|
|
8,562
|
|
||
Property, net
|
37,969
|
|
|
38,750
|
|
||
Goodwill and intangible assets, net
|
5,225
|
|
|
5,337
|
|
||
Equipment on operating leases, net (Note 7; Note 10 at VIEs)
|
41,296
|
|
|
42,055
|
|
||
Deferred income taxes
|
24,441
|
|
|
24,640
|
|
||
Other assets (Note 4; Note 10 at VIEs)
|
6,525
|
|
|
7,346
|
|
||
Total non-current assets
|
148,925
|
|
|
153,045
|
|
||
Total Assets
|
$
|
246,624
|
|
|
$
|
228,037
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable (principally trade)
|
$
|
20,031
|
|
|
$
|
21,018
|
|
Short-term debt and current portion of long-term debt (Note 11)
|
|
|
|
||||
Automotive
|
1,730
|
|
|
1,897
|
|
||
GM Financial (Note 10 at VIEs)
|
43,331
|
|
|
35,503
|
|
||
Accrued liabilities
|
26,200
|
|
|
26,487
|
|
||
Total current liabilities
|
91,292
|
|
|
84,905
|
|
||
Non-current Liabilities
|
|
|
|
||||
Long-term debt (Note 11)
|
|
|
|
|
|
||
Automotive
|
28,581
|
|
|
12,489
|
|
||
GM Financial (Note 10 at VIEs)
|
52,858
|
|
|
53,435
|
|
||
Postretirement benefits other than pensions (Note 14)
|
5,766
|
|
|
5,935
|
|
||
Pensions (Note 14)
|
11,505
|
|
|
12,170
|
|
||
Other liabilities
|
12,305
|
|
|
13,146
|
|
||
Total non-current liabilities
|
111,015
|
|
|
97,175
|
|
||
Total Liabilities
|
202,307
|
|
|
182,080
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Equity (Note 18)
|
|
|
|
||||
Common stock, $0.01 par value
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
26,014
|
|
|
26,074
|
|
||
Retained earnings
|
25,885
|
|
|
26,860
|
|
||
Accumulated other comprehensive loss
|
(11,800
|
)
|
|
(11,156
|
)
|
||
Total stockholders’ equity
|
40,113
|
|
|
41,792
|
|
||
Noncontrolling interests
|
4,204
|
|
|
4,165
|
|
||
Total Equity
|
44,317
|
|
|
45,957
|
|
||
Total Liabilities and Equity
|
$
|
246,624
|
|
|
$
|
228,037
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
286
|
|
|
$
|
2,145
|
|
Depreciation and impairment of Equipment on operating leases, net
|
1,806
|
|
|
1,897
|
|
||
Depreciation, amortization and impairment charges on Property, net
|
1,502
|
|
|
2,219
|
|
||
Foreign currency remeasurement and transaction (gains) losses
|
(116
|
)
|
|
80
|
|
||
Undistributed earnings of nonconsolidated affiliates, net
|
132
|
|
|
(413
|
)
|
||
Pension contributions and OPEB payments
|
(213
|
)
|
|
(291
|
)
|
||
Pension and OPEB income, net
|
(263
|
)
|
|
(149
|
)
|
||
Provision (benefit) for deferred taxes
|
188
|
|
|
(253
|
)
|
||
Change in other operating assets and liabilities
|
(1,761
|
)
|
|
(5,316
|
)
|
||
Net cash provided by (used in) operating activities
|
1,561
|
|
|
(81
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Expenditures for property
|
(1,224
|
)
|
|
(2,014
|
)
|
||
Available-for-sale marketable securities, acquisitions
|
(4,091
|
)
|
|
(677
|
)
|
||
Available-for-sale marketable securities, liquidations
|
1,113
|
|
|
678
|
|
||
Purchases of finance receivables, net
|
(6,374
|
)
|
|
(7,215
|
)
|
||
Principal collections and recoveries on finance receivables
|
4,739
|
|
|
6,207
|
|
||
Purchases of leased vehicles, net
|
(3,733
|
)
|
|
(3,747
|
)
|
||
Proceeds from termination of leased vehicles
|
3,088
|
|
|
3,059
|
|
||
Other investing activities
|
(88
|
)
|
|
(2
|
)
|
||
Net cash used in investing activities
|
(6,570
|
)
|
|
(3,711
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Net increase in short-term debt
|
13
|
|
|
959
|
|
||
Proceeds from issuance of debt (original maturities greater than three months)
|
35,863
|
|
|
11,757
|
|
||
Payments on debt (original maturities greater than three months)
|
(11,339
|
)
|
|
(10,777
|
)
|
||
Dividends paid
|
(590
|
)
|
|
(626
|
)
|
||
Other financing activities
|
(267
|
)
|
|
(236
|
)
|
||
Net cash provided by financing activities
|
23,680
|
|
|
1,077
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(448
|
)
|
|
—
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
18,223
|
|
|
(2,715
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
22,943
|
|
|
23,496
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
41,166
|
|
|
$
|
20,781
|
|
|
|
|
|
||||
Significant Non-cash Investing and Financing Activity
|
|
|
|
||||
Non-cash property additions
|
$
|
1,262
|
|
|
$
|
1,785
|
|
|
Common Stockholders’
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
Balance at January 1, 2019
|
$
|
14
|
|
|
$
|
25,563
|
|
|
$
|
22,322
|
|
|
$
|
(9,039
|
)
|
|
$
|
3,917
|
|
|
$
|
42,777
|
|
Net income
|
—
|
|
|
—
|
|
|
2,157
|
|
|
—
|
|
|
(12
|
)
|
|
2,145
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
(5
|
)
|
|
185
|
|
||||||
Stock based compensation
|
—
|
|
|
95
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
89
|
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(539
|
)
|
|
—
|
|
|
—
|
|
|
(539
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||
Other
|
—
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
(9
|
)
|
|
(1
|
)
|
||||||
Balance at March 31, 2019
|
$
|
14
|
|
|
$
|
25,661
|
|
|
$
|
23,939
|
|
|
$
|
(8,849
|
)
|
|
$
|
3,873
|
|
|
$
|
44,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2020
|
$
|
14
|
|
|
$
|
26,074
|
|
|
$
|
26,860
|
|
|
$
|
(11,156
|
)
|
|
$
|
4,165
|
|
|
$
|
45,957
|
|
Adoption of accounting standards (Note 1)
|
—
|
|
|
—
|
|
|
(660
|
)
|
|
—
|
|
|
—
|
|
|
(660
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|
(8
|
)
|
|
286
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(644
|
)
|
|
(12
|
)
|
|
(656
|
)
|
||||||
Issuance of subsidiary preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
||||||
Purchase of common stock
|
—
|
|
|
(57
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
||||||
Stock based compensation
|
—
|
|
|
(3
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Cash dividends paid on common stock
|
—
|
|
|
—
|
|
|
(545
|
)
|
|
—
|
|
|
—
|
|
|
(545
|
)
|
||||||
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
37
|
|
|
13
|
|
||||||
Balance at March 31, 2020
|
$
|
14
|
|
|
$
|
26,014
|
|
|
$
|
25,885
|
|
|
$
|
(11,800
|
)
|
|
$
|
4,204
|
|
|
$
|
44,317
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Total Automotive
|
|
Cruise
|
|
GM Financial
|
|
Eliminations/Reclassifications
|
|
Total
|
||||||||||||||||
Vehicle, parts and accessories
|
$
|
24,576
|
|
|
$
|
2,998
|
|
|
$
|
—
|
|
|
$
|
27,574
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,574
|
|
Used vehicles
|
376
|
|
|
25
|
|
|
2
|
|
|
403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
||||||||
Services and other
|
879
|
|
|
257
|
|
|
36
|
|
|
1,172
|
|
|
25
|
|
|
—
|
|
|
(24
|
)
|
|
1,173
|
|
||||||||
Automotive net sales and revenue
|
25,831
|
|
|
3,280
|
|
|
38
|
|
|
29,149
|
|
|
25
|
|
|
—
|
|
|
(24
|
)
|
|
29,150
|
|
||||||||
Leased vehicle income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,463
|
|
|
—
|
|
|
2,463
|
|
||||||||
Finance charge income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,006
|
|
|
(1
|
)
|
|
1,005
|
|
||||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
(1
|
)
|
|
91
|
|
||||||||
GM Financial net sales and revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,561
|
|
|
(2
|
)
|
|
3,559
|
|
||||||||
Net sales and revenue
|
$
|
25,831
|
|
|
$
|
3,280
|
|
|
$
|
38
|
|
|
$
|
29,149
|
|
|
$
|
25
|
|
|
$
|
3,561
|
|
|
$
|
(26
|
)
|
|
$
|
32,709
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Total Automotive
|
|
Cruise
|
|
GM Financial
|
|
Eliminations/ Reclassifications
|
|
Total
|
||||||||||||||||
Vehicle, parts and accessories
|
$
|
25,962
|
|
|
$
|
3,567
|
|
|
$
|
—
|
|
|
$
|
29,529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,529
|
|
Used vehicles
|
627
|
|
|
35
|
|
|
—
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662
|
|
||||||||
Services and other
|
776
|
|
|
248
|
|
|
46
|
|
|
1,070
|
|
|
25
|
|
|
—
|
|
|
(25
|
)
|
|
1,070
|
|
||||||||
Automotive net sales and revenue
|
27,365
|
|
|
3,850
|
|
|
46
|
|
|
31,261
|
|
|
25
|
|
|
—
|
|
|
(25
|
)
|
|
31,261
|
|
||||||||
Leased vehicle income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,509
|
|
|
—
|
|
|
2,509
|
|
||||||||
Finance charge income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|
(2
|
)
|
|
985
|
|
||||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
(1
|
)
|
|
123
|
|
||||||||
GM Financial net sales and revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,620
|
|
|
(3
|
)
|
|
3,617
|
|
||||||||
Net sales and revenue
|
$
|
27,365
|
|
|
$
|
3,850
|
|
|
$
|
46
|
|
|
$
|
31,261
|
|
|
$
|
25
|
|
|
$
|
3,620
|
|
|
$
|
(28
|
)
|
|
$
|
34,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Level
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
|||
Cash and time deposits(a)
|
|
|
$
|
11,965
|
|
|
$
|
6,828
|
|
Available-for-sale debt securities
|
|
|
|
|
|
|
|||
U.S. government and agencies
|
2
|
|
5,011
|
|
|
1,484
|
|
||
Corporate debt
|
2
|
|
7,660
|
|
|
5,863
|
|
||
Sovereign debt
|
2
|
|
1,675
|
|
|
2,123
|
|
||
Total available-for-sale debt securities – cash equivalents
|
|
|
14,346
|
|
|
9,470
|
|
||
Money market funds
|
1
|
|
12,195
|
|
|
2,771
|
|
||
Total cash and cash equivalents(b)
|
|
|
$
|
38,506
|
|
|
$
|
19,069
|
|
Marketable debt securities
|
|
|
|
|
|
|
|||
U.S. government and agencies
|
2
|
|
$
|
1,810
|
|
|
$
|
226
|
|
Corporate debt
|
2
|
|
3,104
|
|
|
2,932
|
|
||
Mortgage and asset-backed
|
2
|
|
667
|
|
|
681
|
|
||
Sovereign debt
|
2
|
|
2,039
|
|
|
335
|
|
||
Total available-for-sale debt securities – marketable securities(c)
|
|
|
$
|
7,620
|
|
|
$
|
4,174
|
|
Restricted cash
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
$
|
239
|
|
|
$
|
292
|
|
Money market funds
|
1
|
|
2,421
|
|
|
3,582
|
|
||
Total restricted cash
|
|
|
$
|
2,660
|
|
|
$
|
3,874
|
|
|
|
|
|
|
|
||||
Available-for-sale debt securities included above with contractual maturities(d)
|
|
|
|
|
|||||
Due in one year or less
|
|
|
$
|
18,605
|
|
|
|
||
Due between one and five years
|
|
|
2,694
|
|
|
|
|||
Total available-for-sale debt securities with contractual maturities
|
|
|
$
|
21,299
|
|
|
|
(a)
|
Includes an insignificant amount and $248 million that is designated exclusively to fund capital expenditures in GM Korea Company (GM Korea) at March 31, 2020 and December 31, 2019.
|
(b)
|
Includes $1.5 billion and $2.3 billion in Cruise at March 31, 2020 and December 31, 2019.
|
(c)
|
Includes $877 million and $266 million in Cruise at March 31, 2020 and December 31, 2019.
|
(d)
|
Excludes mortgage- and asset-backed securities of $667 million at March 31, 2020 as these securities are not due at a single maturity date.
|
|
March 31, 2020
|
||
Cash and cash equivalents
|
$
|
38,506
|
|
Restricted cash included in Other current assets
|
2,175
|
|
|
Restricted cash included in Other assets
|
485
|
|
|
Total
|
$
|
41,166
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Retail
|
|
Commercial(a)
|
|
Total
|
|
Retail
|
|
Commercial(a)
|
|
Total
|
||||||||||||
GM Financial receivables, net of fees
|
$
|
42,474
|
|
|
$
|
11,760
|
|
|
$
|
54,234
|
|
|
$
|
42,229
|
|
|
$
|
11,671
|
|
|
$
|
53,900
|
|
Less: allowance for loan losses
|
(1,879
|
)
|
|
(87
|
)
|
|
(1,966
|
)
|
|
(866
|
)
|
|
(78
|
)
|
|
(944
|
)
|
||||||
GM Financial receivables, net
|
$
|
40,595
|
|
|
$
|
11,673
|
|
|
$
|
52,268
|
|
|
$
|
41,363
|
|
|
$
|
11,593
|
|
|
$
|
52,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of GM Financial receivables utilizing Level 2 inputs
|
|
|
|
|
|
|
$
|
11,673
|
|
|
|
|
|
|
|
|
$
|
11,593
|
|
||||
Fair value of GM Financial receivables utilizing Level 3 inputs
|
|
|
|
|
$
|
41,933
|
|
|
|
|
|
|
$
|
41,973
|
|
(a)
|
Net of dealer cash management balances of $1.2 billion at March 31, 2020 and December 31, 2019. Under the cash management program, subject to certain conditions, a dealer may choose to reduce the amount of interest on its floorplan line by making principal payments to GM Financial in advance.
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Allowance for loan losses at beginning of period
|
$
|
944
|
|
|
$
|
911
|
|
Impact of adoption ASU 2016-13 (Note 1)
|
801
|
|
|
—
|
|
||
Provision for loan losses
|
466
|
|
|
175
|
|
||
Charge-offs
|
(340
|
)
|
|
(309
|
)
|
||
Recoveries
|
156
|
|
|
145
|
|
||
Effect of foreign currency
|
(61
|
)
|
|
2
|
|
||
Allowance for loan losses at end of period
|
$
|
1,966
|
|
|
$
|
924
|
|
|
Year of Origination
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
Prior
|
|
Total
|
|
Percent
|
|
Total
|
|
Percent
|
||||||||||||||||||||
Prime – FICO score 680 and greater
|
$
|
4,027
|
|
|
$
|
9,976
|
|
|
$
|
6,806
|
|
|
$
|
3,199
|
|
|
$
|
1,143
|
|
|
$
|
343
|
|
|
$
|
15
|
|
|
$
|
25,509
|
|
|
60.0
|
%
|
|
$
|
25,400
|
|
|
60.1
|
%
|
Near-prime – FICO score 620 to 679
|
902
|
|
|
2,746
|
|
|
1,744
|
|
|
942
|
|
|
402
|
|
|
178
|
|
|
38
|
|
|
6,952
|
|
|
16.4
|
%
|
|
6,862
|
|
|
16.3
|
%
|
|||||||||
Sub-prime – FICO score less than 620
|
1,169
|
|
|
3,402
|
|
|
2,165
|
|
|
1,605
|
|
|
957
|
|
|
486
|
|
|
229
|
|
|
10,013
|
|
|
23.6
|
%
|
|
9,967
|
|
|
23.6
|
%
|
|||||||||
Retail finance receivables, net of fees
|
$
|
6,098
|
|
|
$
|
16,124
|
|
|
$
|
10,715
|
|
|
$
|
5,746
|
|
|
$
|
2,502
|
|
|
$
|
1,007
|
|
|
$
|
282
|
|
|
$
|
42,474
|
|
|
100.0
|
%
|
|
$
|
42,229
|
|
|
100.0
|
%
|
|
Year of Origination
|
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
Prior
|
|
Total
|
|
Percent
|
|
Total(a)
|
|
Percent
|
||||||||||||||||||||
Current
|
$
|
6,078
|
|
|
$
|
15,702
|
|
|
$
|
10,297
|
|
|
$
|
5,411
|
|
|
$
|
2,277
|
|
|
$
|
877
|
|
|
$
|
214
|
|
|
$
|
40,856
|
|
|
96.2
|
%
|
|
|
|
|
|||
31-to-60 days
|
19
|
|
|
302
|
|
|
294
|
|
|
241
|
|
|
161
|
|
|
93
|
|
|
47
|
|
|
1,157
|
|
|
2.7
|
%
|
|
$
|
1,048
|
|
|
2.5
|
%
|
||||||||
Greater-than-60 days
|
1
|
|
|
113
|
|
|
118
|
|
|
90
|
|
|
62
|
|
|
36
|
|
|
21
|
|
|
441
|
|
|
1.1
|
%
|
|
412
|
|
|
1.0
|
%
|
|||||||||
Finance receivables more than 30 days delinquent
|
20
|
|
|
415
|
|
|
412
|
|
|
331
|
|
|
223
|
|
|
129
|
|
|
68
|
|
|
1,598
|
|
|
3.8
|
%
|
|
1,460
|
|
|
3.5
|
%
|
|||||||||
In repossession
|
—
|
|
|
7
|
|
|
6
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
20
|
|
|
—
|
%
|
|
47
|
|
|
0.1
|
%
|
|||||||||
Finance receivables more than 30 days delinquent or in repossession
|
20
|
|
|
422
|
|
|
418
|
|
|
335
|
|
|
225
|
|
|
130
|
|
|
68
|
|
|
1,618
|
|
|
3.8
|
%
|
|
$
|
1,507
|
|
|
3.6
|
%
|
||||||||
Retail finance receivables, net of fees
|
$
|
6,098
|
|
|
$
|
16,124
|
|
|
$
|
10,715
|
|
|
$
|
5,746
|
|
|
$
|
2,502
|
|
|
$
|
1,007
|
|
|
$
|
282
|
|
|
$
|
42,474
|
|
|
100.0
|
%
|
|
|
|
|
(a)
|
Represents the contractual amounts of delinquent retail finance receivables, which is not significantly different than the outstanding amortized cost for such receivables.
|
Rating
|
|
Description
|
I
|
|
Performing accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial commitments.
|
II
|
|
Performing accounts experiencing potential weakness in financial metrics and repayment prospects resulting in increased monitoring.
|
III
|
|
Non-Performing accounts with inadequate paying capacity for current obligations and have the distinct possibility of creating a loss if deficiencies are not corrected.
|
IV
|
|
Non-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that make collection of liquidation in full highly questionable or improbable.
|
|
Year of Origination(a)
|
|
March 31, 2020
|
|||||||||||||||||||||||||||||||||||
|
Revolving
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
Prior
|
|
Total
|
|
Percent
|
|||||||||||||||||||
I
|
$
|
9,976
|
|
|
$
|
76
|
|
|
$
|
226
|
|
|
$
|
105
|
|
|
$
|
113
|
|
|
$
|
118
|
|
|
$
|
63
|
|
|
$
|
9
|
|
|
$
|
10,686
|
|
|
90.9
|
%
|
II
|
606
|
|
|
—
|
|
|
9
|
|
|
3
|
|
|
21
|
|
|
23
|
|
|
13
|
|
|
23
|
|
|
698
|
|
|
5.9
|
%
|
|||||||||
III
|
325
|
|
|
—
|
|
|
8
|
|
|
10
|
|
|
14
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
358
|
|
|
3.0
|
%
|
|||||||||
IV
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
18
|
|
|
0.2
|
%
|
|||||||||
Commercial finance receivables, net of fees
|
$
|
10,921
|
|
|
$
|
76
|
|
|
$
|
243
|
|
|
$
|
118
|
|
|
$
|
148
|
|
|
$
|
141
|
|
|
$
|
81
|
|
|
$
|
32
|
|
|
$
|
11,760
|
|
|
100.0
|
%
|
(a)
|
Floorplan advances comprise 98% of the total revolving balance. Dealer term loans are presented by year of origination.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Condensed Consolidated Balance Sheets(a)
|
|
|
|
||||
Commercial finance receivables, net due from GM consolidated dealers
|
$
|
522
|
|
|
$
|
478
|
|
Finance receivables from GM subsidiaries
|
$
|
30
|
|
|
$
|
39
|
|
Subvention receivable(b)
|
$
|
668
|
|
|
$
|
676
|
|
Commercial loan funding payable
|
$
|
38
|
|
|
$
|
74
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Condensed Consolidated Statements of Income
|
|
|
|
||||
Interest subvention earned on finance receivables
|
$
|
156
|
|
|
$
|
148
|
|
Leased vehicle subvention earned
|
$
|
805
|
|
|
$
|
835
|
|
(a)
|
All balance sheet amounts are eliminated upon consolidation.
|
(b)
|
Cash paid by Automotive segments to GM Financial for subvention was $1.1 billion in the three months ended March 31, 2020 and 2019.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Total productive material, supplies and work in process
|
$
|
4,843
|
|
|
$
|
4,713
|
|
Finished product, including service parts
|
5,956
|
|
|
5,685
|
|
||
Total inventories
|
$
|
10,799
|
|
|
$
|
10,398
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Equipment on operating leases
|
$
|
52,179
|
|
|
$
|
53,081
|
|
Less: accumulated depreciation
|
(10,873
|
)
|
|
(10,989
|
)
|
||
Equipment on operating leases, net
|
$
|
41,306
|
|
|
$
|
42,092
|
|
|
Year Ending December 31,
|
||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
|
||||||||||||
Lease receipts under operating leases
|
$
|
4,991
|
|
|
$
|
4,599
|
|
|
$
|
2,112
|
|
|
$
|
252
|
|
|
$
|
7
|
|
|
$
|
11,961
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Automotive China equity income (loss)
|
$
|
(167
|
)
|
|
$
|
376
|
|
Other joint ventures equity income
|
35
|
|
|
38
|
|
||
Total Equity income (loss)
|
$
|
(132
|
)
|
|
$
|
414
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Summarized Operating Data of Automotive China JVs
|
|
|
|
||||
Automotive China JVs' net sales
|
$
|
4,321
|
|
|
$
|
10,146
|
|
Automotive China JVs' net income (loss)
|
$
|
(348
|
)
|
|
$
|
767
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Restricted cash – current
|
$
|
2,047
|
|
|
$
|
2,202
|
|
Restricted cash – non-current
|
$
|
410
|
|
|
$
|
441
|
|
GM Financial receivables, net of fees – current
|
$
|
21,449
|
|
|
$
|
19,081
|
|
GM Financial receivables, net of fees – non-current
|
$
|
19,249
|
|
|
$
|
15,921
|
|
GM Financial equipment on operating leases, net
|
$
|
18,279
|
|
|
$
|
14,464
|
|
GM Financial short-term debt and current portion of long-term debt
|
$
|
30,962
|
|
|
$
|
23,952
|
|
GM Financial long-term debt
|
$
|
15,062
|
|
|
$
|
15,819
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Secured Debt
|
$
|
123
|
|
|
$
|
122
|
|
|
$
|
167
|
|
|
$
|
165
|
|
Unsecured Debt
|
29,884
|
|
|
28,689
|
|
|
13,909
|
|
|
15,247
|
|
||||
Finance lease liabilities
|
304
|
|
|
566
|
|
|
310
|
|
|
516
|
|
||||
Total automotive debt(a)
|
$
|
30,311
|
|
|
$
|
29,377
|
|
|
$
|
14,386
|
|
|
$
|
15,928
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value utilizing Level 1 inputs
|
|
|
$
|
10,572
|
|
|
|
|
$
|
13,628
|
|
||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
18,805
|
|
|
|
|
$
|
2,300
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Available under credit facility agreements(b)
|
|
|
$
|
1,350
|
|
|
|
|
$
|
17,285
|
|
||||
Weighted-average interest rate on outstanding short-term debt(c)
|
|
|
5.8
|
%
|
|
|
|
4.9
|
%
|
||||||
Weighted-average interest rate on outstanding long-term debt(c)
|
|
|
3.5
|
%
|
|
|
|
5.4
|
%
|
(a)
|
Includes net discount and debt issuance costs of $483 million and $540 million at March 31, 2020 and December 31, 2019.
|
(b)
|
Includes amounts available from our three-year unsecured revolving credit facility with an initial borrowing capacity of $3.0 billion, which is currently planned to reduce to $2.0 billion in July 2020. Our 364-day, $2.0 billion facility is not included in the amount because it is designated for exclusive use by GM Financial.
|
(c)
|
Includes coupon rates on debt denominated in various foreign currencies and interest free loans.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Secured debt
|
$
|
46,170
|
|
|
$
|
46,073
|
|
|
$
|
39,959
|
|
|
$
|
40,160
|
|
Unsecured debt
|
50,019
|
|
|
45,436
|
|
|
48,979
|
|
|
50,239
|
|
||||
Total GM Financial debt
|
$
|
96,189
|
|
|
$
|
91,509
|
|
|
$
|
88,938
|
|
|
$
|
90,399
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value utilizing Level 2 inputs
|
|
|
$
|
89,892
|
|
|
|
|
|
$
|
88,481
|
|
|||
Fair value utilizing Level 3 inputs
|
|
|
$
|
1,617
|
|
|
|
|
|
$
|
1,918
|
|
|
Automotive
|
|
Automotive Financing
|
|
Total(a)
|
||||||
2020 (April 1, 2020 to December 31, 2020)
|
$
|
1,551
|
|
|
$
|
36,122
|
|
|
$
|
37,673
|
|
2021
|
1,273
|
|
|
23,383
|
|
|
24,656
|
|
|||
2022(b)
|
5,129
|
|
|
12,839
|
|
|
17,968
|
|
|||
2023
|
12,007
|
|
|
7,396
|
|
|
19,403
|
|
|||
2024
|
62
|
|
|
5,866
|
|
|
5,928
|
|
|||
2025
|
532
|
|
|
5,003
|
|
|
5,535
|
|
|||
Thereafter
|
10,240
|
|
|
5,171
|
|
|
15,411
|
|
|||
|
$
|
30,794
|
|
|
$
|
95,780
|
|
|
$
|
126,574
|
|
(a)
|
Secured debt, credit facilities and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.
|
(b)
|
Automotive amount includes $3.0 billion drawn on our three-year, $4.0 billion facility renewed in April 2020 for an additional year expiring in April 2022.
|
|
Fair Value Level
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Derivatives not designated as hedges(a)
|
|
|
|
|
|
||||
Foreign currency
|
2
|
|
$
|
5,256
|
|
|
$
|
5,075
|
|
Commodity
|
2
|
|
704
|
|
|
806
|
|
||
PSA warrants(b)
|
2
|
|
44
|
|
|
45
|
|
||
Total derivative financial instruments
|
|
|
$
|
6,004
|
|
|
$
|
5,926
|
|
(a)
|
The fair value of these derivative instruments at March 31, 2020 and December 31, 2019 and the gains/losses included in our condensed consolidated income statements for the three months ended March 31, 2020 and 2019 were insignificant, unless otherwise noted.
|
(b)
|
The fair value of the warrants issued by Peugeot, S.A. (PSA Group) included in Other assets was $546 million and $964 million at March 31, 2020 and December 31, 2019. We recorded losses of $417 million and gains of $139 million in Interest income and other non-operating income, net in the three months ended March 31, 2020 and 2019.
|
|
Fair Value Level
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
|
|
Notional
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
|
Notional
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
||||||||||||
Derivatives designated as hedges(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps(b)
|
2
|
|
$
|
8,681
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
9,458
|
|
|
$
|
234
|
|
|
$
|
23
|
|
Foreign currency swaps
|
2
|
|
1,755
|
|
|
—
|
|
|
84
|
|
|
1,796
|
|
|
22
|
|
|
71
|
|
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
2
|
|
1,090
|
|
|
—
|
|
|
21
|
|
|
590
|
|
|
—
|
|
|
6
|
|
||||||
Foreign currency swaps
|
2
|
|
5,091
|
|
|
41
|
|
|
373
|
|
|
4,429
|
|
|
40
|
|
|
119
|
|
||||||
Derivatives not designated as hedges(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
2
|
|
104,282
|
|
|
843
|
|
|
772
|
|
|
92,400
|
|
|
340
|
|
|
300
|
|
||||||
Total derivative financial instruments(c)
|
|
|
$
|
120,899
|
|
|
$
|
1,524
|
|
|
$
|
1,250
|
|
|
$
|
108,673
|
|
|
$
|
636
|
|
|
$
|
519
|
|
(a)
|
The gains/losses included in our condensed consolidated income statements and statements of comprehensive income for the three months ended March 31, 2020 and 2019 were insignificant, unless otherwise noted. Amounts accrued for interest payments in a net receivable position are included in Other assets. Amounts accrued for interest payments in a net payable position are included in Other liabilities.
|
(b)
|
The gains included in GM Financial interest, operating, and other expenses were $431 million and an insignificant amount for the three months ended March 31, 2020 and 2019.
|
(c)
|
GM Financial held $668 million and $210 million of collateral from counterparties available for netting against GM Financial's asset positions, and posted $270 million and an insignificant amount of collateral to counterparties available for netting against GM Financial's liability positions at March 31, 2020 and December 31, 2019.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying Amount of Hedged Items
|
|
Cumulative Amount of Fair Value Hedging Adjustments(a)
|
|
Carrying Amount of Hedged Items
|
|
Cumulative Amount of Fair Value Hedging Adjustments(a)
|
||||||||
GM Financial unsecured debt(b)
|
$
|
22,082
|
|
|
$
|
(539
|
)
|
|
$
|
20,397
|
|
|
$
|
(77
|
)
|
(a)
|
Includes an insignificant amount of amortization remaining on hedged items for which hedge accounting has been discontinued at March 31, 2020 and December 31, 2019.
|
(b)
|
The losses for hedged items - interest rate swaps included in GM Financial interest, operating, and other expenses were $503 million and an insignificant amount for the three months ended March 31, 2020 and 2019.
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Warranty balance at beginning of period
|
$
|
7,798
|
|
|
$
|
7,590
|
|
Warranties issued and assumed in period – recall campaigns
|
117
|
|
|
124
|
|
||
Warranties issued and assumed in period – product warranty
|
498
|
|
|
527
|
|
||
Payments
|
(881
|
)
|
|
(732
|
)
|
||
Adjustments to pre-existing warranties
|
(19
|
)
|
|
36
|
|
||
Effect of foreign currency and other
|
(115
|
)
|
|
7
|
|
||
Warranty balance at end of period
|
$
|
7,398
|
|
|
$
|
7,552
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||
|
Pension Benefits
|
|
Global OPEB Plans
|
|
Pension Benefits
|
|
Global OPEB Plans
|
||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|
U.S.
|
|
Non-U.S.
|
|
||||||||||||||
Service cost
|
$
|
62
|
|
|
$
|
29
|
|
|
$
|
5
|
|
|
$
|
98
|
|
|
$
|
35
|
|
|
$
|
4
|
|
Interest cost
|
429
|
|
|
91
|
|
|
43
|
|
|
566
|
|
|
120
|
|
|
54
|
|
||||||
Expected return on plan assets
|
(816
|
)
|
|
(170
|
)
|
|
—
|
|
|
(868
|
)
|
|
(195
|
)
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
(1
|
)
|
|
2
|
|
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
|
(3
|
)
|
||||||
Amortization of net actuarial losses
|
4
|
|
|
42
|
|
|
19
|
|
|
3
|
|
|
29
|
|
|
8
|
|
||||||
Net periodic pension and OPEB (income) expense
|
$
|
(322
|
)
|
|
$
|
(6
|
)
|
|
$
|
65
|
|
|
$
|
(202
|
)
|
|
$
|
(10
|
)
|
|
$
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Net sales and revenue(a)
|
$
|
53
|
|
|
$
|
427
|
|
Purchases and expenses(a)
|
$
|
148
|
|
|
$
|
192
|
|
Cash payments(b)
|
$
|
279
|
|
|
$
|
279
|
|
Cash receipts(b)
|
$
|
110
|
|
|
$
|
581
|
|
(a)
|
Included in Net income.
|
(b)
|
Included in Net cash provided by (used in) operating activities.
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Balance at beginning of period
|
$
|
564
|
|
|
$
|
1,122
|
|
Additions, interest accretion and other
|
219
|
|
|
46
|
|
||
Payments
|
(175
|
)
|
|
(317
|
)
|
||
Revisions to estimates and effect of foreign currency
|
(25
|
)
|
|
(21
|
)
|
||
Balance at end of period
|
$
|
583
|
|
|
$
|
830
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Foreign Currency Translation Adjustments
|
|
|
|
||||
Balance at beginning of period
|
$
|
(2,277
|
)
|
|
$
|
(2,250
|
)
|
Other comprehensive income (loss) and noncontrolling interests, net of reclassification adjustment and tax(a)(b)
|
(814
|
)
|
|
125
|
|
||
Balance at end of period
|
$
|
(3,091
|
)
|
|
$
|
(2,125
|
)
|
|
|
|
|
||||
Defined Benefit Plans
|
|
|
|
||||
Balance at beginning of period
|
$
|
(8,857
|
)
|
|
$
|
(6,737
|
)
|
Other comprehensive income (loss) before reclassification adjustment, net of tax(b)
|
263
|
|
|
(1
|
)
|
||
Reclassification adjustment, net of tax(b)
|
54
|
|
|
37
|
|
||
Other comprehensive income, net of tax(b)
|
317
|
|
|
36
|
|
||
Balance at end of period(c)
|
$
|
(8,540
|
)
|
|
$
|
(6,701
|
)
|
(a)
|
The noncontrolling interests and reclassification adjustment were insignificant in the three months ended March 31, 2020 and 2019.
|
(b)
|
The income tax effect was insignificant in the three months ended March 31, 2020 and 2019.
|
(c)
|
Primarily consists of unamortized actuarial loss on our defined benefit plans. Refer to the Critical Accounting Estimates section of Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in our 2019 Form 10-K for additional information.
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Basic earnings per share
|
|
|
|
||||
Net income attributable to stockholders(a)
|
$
|
294
|
|
|
$
|
2,157
|
|
Less: cumulative dividends on subsidiary preferred stock
|
(47
|
)
|
|
(38
|
)
|
||
Net income attributable to common stockholders
|
$
|
247
|
|
|
$
|
2,119
|
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
1,433
|
|
|
1,417
|
|
||
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.17
|
|
|
$
|
1.50
|
|
Diluted earnings per share
|
|
|
|
||||
Net income attributable to common stockholders – diluted(a)
|
$
|
247
|
|
|
$
|
2,119
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – basic
|
1,433
|
|
|
1,417
|
|
||
Dilutive effect of warrants and awards under stock incentive plans
|
7
|
|
|
19
|
|
||
Weighted-average common shares outstanding – diluted
|
1,440
|
|
|
1,436
|
|
||
|
|
|
|
||||
Diluted earnings per common share
|
$
|
0.17
|
|
|
$
|
1.48
|
|
Potentially dilutive securities(b)
|
32
|
|
|
8
|
|
(a)
|
Net of Net 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.
|
|
At and For the Three Months Ended March 31, 2020
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
Cruise
|
|
GM Financial
|
|
Eliminations/Reclassifications
|
|
Total
|
||||||||||||||||||
Net sales and revenue
|
$
|
25,831
|
|
|
$
|
3,280
|
|
|
$
|
38
|
|
|
|
|
$
|
29,149
|
|
|
$
|
25
|
|
|
$
|
3,561
|
|
|
$
|
(26
|
)
|
|
$
|
32,709
|
|
||
Earnings (loss) before interest and taxes-adjusted
|
$
|
2,194
|
|
|
$
|
(551
|
)
|
|
$
|
(411
|
)
|
|
|
|
$
|
1,232
|
|
|
$
|
(228
|
)
|
|
$
|
230
|
|
|
$
|
16
|
|
|
$
|
1,250
|
|
||
Adjustments(a)
|
$
|
—
|
|
|
$
|
(489
|
)
|
|
$
|
—
|
|
|
|
|
$
|
(489
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(489
|
)
|
|||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83
|
|
|||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193
|
)
|
|||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
643
|
|
|||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(357
|
)
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
286
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
294
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
93
|
|
|
$
|
5,991
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,084
|
|
|
$
|
—
|
|
|
$
|
1,437
|
|
|
$
|
—
|
|
|
$
|
7,521
|
|
Goodwill and intangibles
|
$
|
2,432
|
|
|
$
|
820
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3,253
|
|
|
$
|
634
|
|
|
$
|
1,338
|
|
|
$
|
—
|
|
|
$
|
5,225
|
|
Total assets
|
$
|
109,159
|
|
|
$
|
23,213
|
|
|
$
|
45,965
|
|
|
$
|
(49,766
|
)
|
|
$
|
128,571
|
|
|
$
|
4,069
|
|
|
$
|
115,381
|
|
|
$
|
(1,397
|
)
|
|
$
|
246,624
|
|
Depreciation and amortization
|
$
|
1,227
|
|
|
$
|
166
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
1,402
|
|
|
$
|
8
|
|
|
$
|
1,788
|
|
|
$
|
—
|
|
|
$
|
3,198
|
|
Impairment charges
|
$
|
20
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110
|
|
Equity income (loss)
|
$
|
6
|
|
|
$
|
(163
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(157
|
)
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
(132
|
)
|
(a)
|
Consists of restructuring and other charges in Australia, New Zealand and Thailand.
|
|
At and For the Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GMI
|
|
Corporate
|
|
Eliminations
|
|
Total
Automotive |
|
Cruise
|
|
GM
Financial |
|
Eliminations/Reclassifications
|
|
Total
|
||||||||||||||||||
Net sales and revenue
|
$
|
27,365
|
|
|
$
|
3,850
|
|
|
$
|
46
|
|
|
|
|
$
|
31,261
|
|
|
$
|
25
|
|
|
$
|
3,620
|
|
|
$
|
(28
|
)
|
|
$
|
34,878
|
|
||
Earnings (loss) before interest and taxes-adjusted
|
$
|
1,896
|
|
|
$
|
31
|
|
|
$
|
206
|
|
|
|
|
$
|
2,133
|
|
|
$
|
(169
|
)
|
|
$
|
359
|
|
|
$
|
(13
|
)
|
|
$
|
2,310
|
|
||
Adjustments(a)
|
$
|
(783
|
)
|
|
$
|
850
|
|
|
$
|
—
|
|
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
67
|
|
|||
Automotive interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98
|
|
|||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(181
|
)
|
|||||||||
Net (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,282
|
|
|||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(137
|
)
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,145
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,157
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
80
|
|
|
$
|
6,739
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
6,837
|
|
|
$
|
—
|
|
|
$
|
1,429
|
|
|
$
|
—
|
|
|
$
|
8,266
|
|
Goodwill and intangibles
|
$
|
2,572
|
|
|
$
|
918
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3,491
|
|
|
$
|
670
|
|
|
$
|
1,357
|
|
|
$
|
—
|
|
|
$
|
5,518
|
|
Total assets
|
$
|
112,455
|
|
|
$
|
27,580
|
|
|
$
|
27,937
|
|
|
$
|
(47,899
|
)
|
|
$
|
120,073
|
|
|
$
|
3,228
|
|
|
$
|
111,220
|
|
|
$
|
(1,389
|
)
|
|
$
|
233,132
|
|
Depreciation and amortization
|
$
|
2,069
|
|
|
$
|
127
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
2,208
|
|
|
$
|
2
|
|
|
$
|
1,899
|
|
|
$
|
—
|
|
|
$
|
4,109
|
|
Impairment charges
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Equity income (loss)
|
$
|
2
|
|
|
$
|
374
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
369
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
414
|
|
(a)
|
Consists of restructuring and other charges related to transformation activities of $790 million, primarily in GMNA and a benefit of $857 million related to the retrospective recoveries of indirect taxes in Brazil in GMI.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Net income (loss) attributable to stockholders
|
$
|
294
|
|
|
$
|
2,157
|
|
|
$
|
(194
|
)
|
|
$
|
2,044
|
|
|
$
|
2,351
|
|
|
$
|
2,534
|
|
|
$
|
2,418
|
|
|
$
|
2,390
|
|
Income tax expense (benefit)
|
357
|
|
|
137
|
|
|
(163
|
)
|
|
(611
|
)
|
|
271
|
|
|
100
|
|
|
524
|
|
|
519
|
|
||||||||
Automotive interest expense
|
193
|
|
|
181
|
|
|
200
|
|
|
185
|
|
|
206
|
|
|
161
|
|
|
195
|
|
|
159
|
|
||||||||
Automotive interest income
|
(83
|
)
|
|
(98
|
)
|
|
(96
|
)
|
|
(117
|
)
|
|
(129
|
)
|
|
(82
|
)
|
|
(106
|
)
|
|
(72
|
)
|
||||||||
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
GMI restructuring(a)
|
489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||||||
Transformation activities(b)
|
—
|
|
|
790
|
|
|
194
|
|
|
1,327
|
|
|
390
|
|
|
—
|
|
|
361
|
|
|
—
|
|
||||||||
GM Brazil indirect tax recoveries(c)
|
—
|
|
|
(857
|
)
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
||||||||
FAW-GM divestiture(d)
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Ignition switch recall and related legal matters(e)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|
—
|
|
|
—
|
|
||||||||
Total adjustments
|
489
|
|
|
(67
|
)
|
|
358
|
|
|
1,327
|
|
|
267
|
|
|
440
|
|
|
(19
|
)
|
|
196
|
|
||||||||
EBIT-adjusted
|
$
|
1,250
|
|
|
$
|
2,310
|
|
|
$
|
105
|
|
|
$
|
2,828
|
|
|
$
|
2,966
|
|
|
$
|
3,153
|
|
|
$
|
3,012
|
|
|
$
|
3,192
|
|
(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. These adjustments primarily consist of asset impairments, dealer restructurings, employee separation charges and sales allowances in Australia, New Zealand and Thailand in the three months ended March 31, 2020, and supplier claims and employee separation charges in Korea in the three months ended June 30, 2018.
|
(b)
|
These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility and drive significant cost efficiencies. The adjustments primarily consist of accelerated depreciation in the three months ended March 31, 2019, accelerated depreciation and employee separation charges in the three months ended December 31, 2019, employee separation charges and accelerated depreciation in the three months ended December 31, 2018, supplier-related charges and pension curtailment and other charges in the three months ended September 30, 2019 and supplier-related charges and accelerated depreciation in the three months ended June 30, 2019.
|
(c)
|
These adjustments were excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes.
|
(d)
|
This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM), as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns.
|
(e)
|
This adjustment was excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries and complaints from constituents.
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
||||||||
Diluted earnings per common share
|
$
|
247
|
|
|
$
|
0.17
|
|
|
$
|
2,119
|
|
|
$
|
1.48
|
|
Adjustments(a)
|
489
|
|
|
0.34
|
|
|
(67
|
)
|
|
(0.05
|
)
|
||||
Tax effect on adjustment(b)
|
(73
|
)
|
|
(0.05
|
)
|
|
(32
|
)
|
|
(0.02
|
)
|
||||
Tax adjustment(c)
|
236
|
|
|
0.16
|
|
|
—
|
|
|
—
|
|
||||
EPS-diluted-adjusted
|
$
|
899
|
|
|
$
|
0.62
|
|
|
$
|
2,020
|
|
|
$
|
1.41
|
|
(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 for the details of each individual adjustment.
|
(b)
|
The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.
|
(c)
|
This adjustment consists of tax expense related to the establishment of a valuation allowance against deferred tax assets that are no longer realizable in Australia and New Zealand. This adjustment was excluded because significant impacts of valuation allowances are not considered part of our core operations.
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||||||||
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
|
Income before income taxes
|
|
Income tax expense
|
|
Effective tax rate
|
||||||||||
Effective tax rate
|
$
|
643
|
|
|
$
|
357
|
|
|
55.5
|
%
|
|
$
|
2,282
|
|
|
$
|
137
|
|
|
6.0
|
%
|
Adjustments(a)
|
489
|
|
|
73
|
|
|
|
|
(67
|
)
|
|
32
|
|
|
|
||||||
Tax adjustment(b)
|
|
|
(236
|
)
|
|
|
|
|
|
—
|
|
|
|
||||||||
ETR-adjusted
|
$
|
1,132
|
|
|
$
|
194
|
|
|
17.1
|
%
|
|
$
|
2,215
|
|
|
$
|
169
|
|
|
7.6
|
%
|
(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 for adjustment details. The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.
|
(b)
|
Refer to the reconciliation of diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted within this section of MD&A for adjustment details.
|
|
Four Quarters Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Net income (loss) attributable to stockholders
|
$
|
4.9
|
|
|
$
|
9.1
|
|
Average equity(a)
|
$
|
43.6
|
|
|
$
|
39.3
|
|
ROE
|
11.2
|
%
|
|
23.2
|
%
|
|
Four Quarters Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
EBIT-adjusted(a)
|
$
|
7.3
|
|
|
$
|
11.5
|
|
Average equity(b)
|
$
|
43.6
|
|
|
$
|
39.3
|
|
Add: Average automotive debt and interest liabilities (excluding finance leases)
|
18.8
|
|
|
14.4
|
|
||
Add: Average automotive net pension & OPEB liability
|
16.9
|
|
|
17.5
|
|
||
Less: Average automotive and other net income tax asset
|
(23.7
|
)
|
|
(22.9
|
)
|
||
ROIC-adjusted average net assets
|
$
|
55.6
|
|
|
$
|
48.3
|
|
ROIC-adjusted
|
13.2
|
%
|
|
23.8
|
%
|
(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.
|
(b)
|
Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted.
|
|
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||||
|
Industry
|
|
GM
|
|
Market Share
|
|
Industry
|
|
GM
|
|
Market Share
|
||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
3,572
|
|
|
618
|
|
|
17.3
|
%
|
|
4,107
|
|
|
666
|
|
|
16.2
|
%
|
Other
|
712
|
|
|
101
|
|
|
14.1
|
%
|
|
839
|
|
|
109
|
|
|
13.0
|
%
|
Total North America
|
4,284
|
|
|
719
|
|
|
16.8
|
%
|
|
4,946
|
|
|
775
|
|
|
15.7
|
%
|
Asia/Pacific, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
||||||
China(a)
|
3,847
|
|
|
462
|
|
|
12.0
|
%
|
|
6,214
|
|
|
814
|
|
|
13.1
|
%
|
Other
|
5,357
|
|
|
144
|
|
|
2.7
|
%
|
|
5,640
|
|
|
133
|
|
|
2.4
|
%
|
Total Asia/Pacific, Middle East and Africa
|
9,204
|
|
|
606
|
|
|
6.6
|
%
|
|
11,854
|
|
|
947
|
|
|
8.0
|
%
|
South America
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brazil
|
558
|
|
|
95
|
|
|
17.0
|
%
|
|
607
|
|
|
106
|
|
|
17.5
|
%
|
Other
|
305
|
|
|
37
|
|
|
12.3
|
%
|
|
396
|
|
|
49
|
|
|
12.4
|
%
|
Total South America
|
863
|
|
|
132
|
|
|
15.3
|
%
|
|
1,003
|
|
|
155
|
|
|
15.5
|
%
|
Total in GM markets
|
14,351
|
|
|
1,457
|
|
|
10.1
|
%
|
|
17,803
|
|
|
1,877
|
|
|
10.5
|
%
|
Total Europe
|
3,991
|
|
|
—
|
|
|
—
|
%
|
|
4,936
|
|
|
1
|
|
|
—
|
%
|
Total Worldwide(b)
|
18,342
|
|
|
1,457
|
|
|
7.9
|
%
|
|
22,739
|
|
|
1,878
|
|
|
8.3
|
%
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cars
|
879
|
|
|
72
|
|
|
8.2
|
%
|
|
1,179
|
|
|
116
|
|
|
9.8
|
%
|
Trucks
|
941
|
|
|
292
|
|
|
31.0
|
%
|
|
969
|
|
|
273
|
|
|
28.2
|
%
|
Crossovers
|
1,752
|
|
|
254
|
|
|
14.5
|
%
|
|
1,959
|
|
|
277
|
|
|
14.1
|
%
|
Total United States
|
3,572
|
|
|
618
|
|
|
17.3
|
%
|
|
4,107
|
|
|
666
|
|
|
16.2
|
%
|
China(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SGMS
|
|
|
|
207
|
|
|
|
|
|
|
|
|
382
|
|
|
|
|
SGMW
|
|
|
|
255
|
|
|
|
|
|
|
|
|
432
|
|
|
|
|
Total China
|
3,847
|
|
|
462
|
|
|
12.0
|
%
|
|
6,214
|
|
|
814
|
|
|
13.1
|
%
|
(a)
|
Includes sales by the Automotive China JVs: SAIC General Motors Sales Co., Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW).
|
(b)
|
Cuba, Iran, North Korea, Sudan and Syria are subject to broad economic sanctions. Accordingly these countries are excluded from industry sales data and corresponding calculation of market share.
|
|
Three Months Ended
|
||||
|
March 31, 2020
|
|
March 31, 2019
|
||
GMNA
|
199
|
|
|
191
|
|
GMI
|
79
|
|
|
92
|
|
Total fleet sales
|
278
|
|
|
283
|
|
|
|
|
|
||
Fleet sales as a percentage of total vehicle sales
|
19.1
|
%
|
|
15.1
|
%
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||
|
Residual Value
|
|
Units
|
|
Percentage
|
|
Residual Value
|
|
Units
|
|
Percentage
|
||||||||
Crossovers
|
$
|
15,928
|
|
|
985
|
|
|
62.1
|
%
|
|
$
|
15,950
|
|
|
972
|
|
|
60.5
|
%
|
Trucks
|
7,097
|
|
|
286
|
|
|
18.1
|
%
|
|
7,256
|
|
|
288
|
|
|
18.0
|
%
|
||
SUVs
|
3,603
|
|
|
102
|
|
|
6.4
|
%
|
|
3,917
|
|
|
108
|
|
|
6.7
|
%
|
||
Cars
|
2,841
|
|
|
212
|
|
|
13.4
|
%
|
|
3,276
|
|
|
238
|
|
|
14.8
|
%
|
||
Total
|
$
|
29,469
|
|
|
1,585
|
|
|
100.0
|
%
|
|
$
|
30,399
|
|
|
1,606
|
|
|
100.0
|
%
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||
March 31, 2020
|
|
March 31, 2019
|
|
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
|
(Dollars in billions)
|
||||||||||||||||||||||||
GMNA
|
$
|
25,831
|
|
|
$
|
27,365
|
|
|
$
|
(1,534
|
)
|
|
(5.6
|
)%
|
|
|
$
|
(2.4
|
)
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
GMI
|
3,280
|
|
|
3,850
|
|
|
(570
|
)
|
|
(14.8
|
)%
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|||
Corporate
|
38
|
|
|
46
|
|
|
(8
|
)
|
|
(17.4
|
)%
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|||||||||
Automotive
|
29,149
|
|
|
31,261
|
|
|
(2,112
|
)
|
|
(6.8
|
)%
|
|
|
$
|
(3.0
|
)
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|||
Cruise
|
25
|
|
|
25
|
|
|
—
|
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
GM Financial
|
3,561
|
|
|
3,620
|
|
|
(59
|
)
|
|
(1.6
|
)%
|
|
|
|
|
|
|
|
|
$
|
(0.1
|
)
|
|||||||||
Eliminations/reclassifications
|
(26
|
)
|
|
(28
|
)
|
|
2
|
|
|
7.1
|
%
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|||||||
Total net sales and revenue
|
$
|
32,709
|
|
|
$
|
34,878
|
|
|
$
|
(2,169
|
)
|
|
(6.2
|
)%
|
|
|
$
|
(3.0
|
)
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
|
|
Volume
|
|
Mix
|
|
Cost
|
|
Other
|
|||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
GMNA
|
$
|
22,553
|
|
|
$
|
24,971
|
|
|
$
|
2,418
|
|
|
9.7
|
%
|
|
|
$
|
1.8
|
|
|
$
|
(0.5
|
)
|
|
$
|
1.0
|
|
|
$
|
0.1
|
|
GMI
|
3,883
|
|
|
3,029
|
|
|
(854
|
)
|
|
(28.2
|
)%
|
|
|
$
|
0.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
0.1
|
|
|||
Corporate
|
107
|
|
|
35
|
|
|
(72
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
||||||
Cruise
|
183
|
|
|
195
|
|
|
12
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|||||||
Eliminations
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
n.m.
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
||||||
Total automotive and other cost of sales
|
$
|
26,726
|
|
|
$
|
28,229
|
|
|
$
|
1,503
|
|
|
5.3
|
%
|
|
|
$
|
2.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
|
|||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
%
|
||||||||
Automotive and other selling, general and administrative expense
|
$
|
1,970
|
|
|
$
|
2,099
|
|
|
$
|
129
|
|
|
6.1
|
%
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
|
|||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
%
|
||||||||
Interest income and other non-operating income, net
|
$
|
311
|
|
|
$
|
805
|
|
|
$
|
(494
|
)
|
|
(61.4
|
)%
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|||||||
Gains related to Lyft
|
$
|
6
|
|
|
$
|
285
|
|
|
$
|
(279
|
)
|
Gains (losses) related to PSA warrants
|
(417
|
)
|
|
139
|
|
|
(556
|
)
|
|||
Total gains (losses) on investments
|
$
|
(411
|
)
|
|
$
|
424
|
|
|
$
|
(835
|
)
|
|
Three Months Ended
|
|
Favorable/ (Unfavorable)
|
|
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
%
|
|||||||
Income tax expense
|
$
|
357
|
|
|
$
|
137
|
|
|
$
|
(220
|
)
|
|
n.m.
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
%
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
|||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
25,831
|
|
|
$
|
27,365
|
|
|
$
|
(1,534
|
)
|
|
(5.6
|
)%
|
|
|
$
|
(2.4
|
)
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
|
|
$
|
—
|
|
||
EBIT-adjusted
|
$
|
2,194
|
|
|
$
|
1,896
|
|
|
$
|
298
|
|
|
15.7
|
%
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
EBIT-adjusted margin
|
8.5
|
%
|
|
6.9
|
%
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
775
|
|
|
859
|
|
|
(84
|
)
|
|
(9.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Cost
|
|
Other
|
||||||||||||||||||
|
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
3,280
|
|
|
$
|
3,850
|
|
|
$
|
(570
|
)
|
|
(14.8
|
)%
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
|
|
$
|
(0.3
|
)
|
||
EBIT (loss)-adjusted
|
$
|
(551
|
)
|
|
$
|
31
|
|
|
$
|
(582
|
)
|
|
n.m.
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.7
|
)
|
EBIT (loss)-adjusted margin
|
(16.8
|
)%
|
|
0.8
|
%
|
|
(17.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity income (loss) — Automotive China
|
$
|
(167
|
)
|
|
$
|
376
|
|
|
$
|
(543
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EBIT (loss)-adjusted — excluding Equity income (loss)
|
$
|
(384
|
)
|
|
$
|
(345
|
)
|
|
$
|
(39
|
)
|
|
(11.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
191
|
|
|
236
|
|
|
(45
|
)
|
|
(19.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||
Wholesale vehicle sales, including vehicles exported to markets outside of China
|
341
|
|
|
856
|
|
||
Total net sales and revenue
|
$
|
4,321
|
|
|
$
|
10,146
|
|
Net income (loss)
|
$
|
(348
|
)
|
|
$
|
767
|
|
|
Three Months Ended
|
|
Favorable / (Unfavorable)
|
|
%
|
|||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
|||||||||
Total net sales and revenue(a)
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
—
|
%
|
EBIT (loss)-adjusted
|
$
|
(228
|
)
|
|
$
|
(169
|
)
|
|
$
|
(59
|
)
|
|
(34.9
|
)%
|
(a)
|
Reclassified to Interest income and other non-operating income, net in our condensed consolidated income statements in the three months ended March 31, 2020 and 2019.
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|
%
|
|||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|
|||||||||
Total revenue
|
$
|
3,561
|
|
|
$
|
3,620
|
|
|
$
|
(59
|
)
|
|
(1.6
|
)%
|
Provision for loan losses
|
$
|
466
|
|
|
$
|
175
|
|
|
$
|
291
|
|
|
n.m.
|
|
EBT-adjusted
|
$
|
230
|
|
|
$
|
359
|
|
|
$
|
(129
|
)
|
|
(35.9
|
)%
|
Average debt outstanding (dollars in billions)
|
$
|
88.8
|
|
|
$
|
92.3
|
|
|
$
|
(3.5
|
)
|
|
(3.8
|
)%
|
Effective rate of interest paid
|
3.8
|
%
|
|
4.2
|
%
|
|
(0.4
|
)%
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Automotive cash and cash equivalents
|
$
|
25.3
|
|
|
$
|
13.4
|
|
Marketable debt securities
|
6.7
|
|
|
3.9
|
|
||
Automotive cash, cash equivalents and marketable debt securities(a)
|
32.1
|
|
|
17.3
|
|
||
Cruise cash and cash equivalents(b)
|
1.5
|
|
|
2.3
|
|
||
Cruise marketable debt securities(b)
|
0.9
|
|
|
0.3
|
|
||
Available liquidity
|
34.5
|
|
|
19.9
|
|
||
Available under credit facilities
|
1.4
|
|
|
17.3
|
|
||
Total available liquidity(a)
|
$
|
35.8
|
|
|
$
|
37.2
|
|
(a)
|
Amounts may not sum due to rounding.
|
(b)
|
Amounts are designated exclusively for the use of Cruise.
|
|
Three Months Ended March 31, 2020
|
||
Operating cash flow
|
$
|
0.3
|
|
Capital expenditures
|
(1.2
|
)
|
|
Dividends paid and payments to purchase common stock
|
(0.6
|
)
|
|
Borrowings against credit facilities
|
15.9
|
|
|
Other non-operating(a)
|
0.3
|
|
|
Decrease in available credit facilities
|
(15.9
|
)
|
|
Total change in automotive available liquidity
|
$
|
(1.2
|
)
|
(a)
|
Amount includes $0.5 billion of proceeds from the sale of the vast majority of our Lyft shares.
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
0.3
|
|
|
$
|
2.0
|
|
|
$
|
(1.7
|
)
|
Depreciation, amortization and impairment charges
|
1.5
|
|
|
2.2
|
|
|
(0.7
|
)
|
|||
Pension and OPEB activities
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|||
Working capital
|
(0.7
|
)
|
|
(3.4
|
)
|
|
2.7
|
|
|||
Accrued and other liabilities and income taxes
|
(0.9
|
)
|
|
(1.1
|
)
|
|
0.2
|
|
|||
Other
|
0.6
|
|
|
(1.5
|
)
|
|
2.1
|
|
|||
Net automotive cash provided by (used in) operating activities
|
$
|
0.3
|
|
|
$
|
(2.2
|
)
|
|
$
|
2.5
|
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
(1.2
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
0.8
|
|
Acquisitions and liquidations of marketable securities, net(a)
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||
Net automotive cash used in investing activities
|
$
|
(3.6
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(1.6
|
)
|
(a)
|
Amount includes $0.5 billion of proceeds from the sale of the vast majority of our Lyft shares for the three months ended March 31, 2020.
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|||||||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings against credit facilities
|
$
|
15.9
|
|
|
$
|
0.4
|
|
|
$
|
15.5
|
|
Net proceeds from short-term debt
|
0.3
|
|
|
0.7
|
|
|
(0.4
|
)
|
|||
Dividends paid and payments to purchase common stock
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Other
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|||
Net automotive cash provided by financing activities
|
$
|
15.5
|
|
|
$
|
0.3
|
|
|
$
|
15.2
|
|
|
Corporate
|
|
Revolving Credit Facilities
|
|
Senior Unsecured
|
|
Outlook
|
DBRS Limited
|
BBB (high)
|
|
BBB (high)
|
|
N/A
|
|
Under review with negative implications
|
Fitch
|
BBB
|
|
BBB
|
|
BBB
|
|
Stable
|
Moody's
|
Investment Grade
|
|
Baa2
|
|
Baa3
|
|
Under review for downgrade
|
S&P
|
BBB
|
|
BBB
|
|
BBB
|
|
Credit watch with negative implications
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|||||||
Net cash used in operating activities
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Net cash used in investing activities
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents
|
$
|
11.6
|
|
|
$
|
3.3
|
|
Borrowing capacity on unpledged eligible assets
|
10.0
|
|
|
17.5
|
|
||
Borrowing capacity on committed unsecured lines of credit
|
0.2
|
|
|
0.3
|
|
||
Borrowing capacity on revolving credit facility, exclusive to GM Financial
|
2.0
|
|
|
2.0
|
|
||
Total GM Financial available liquidity(a)
|
$
|
23.9
|
|
|
$
|
23.1
|
|
(a)
|
Amounts may not sum due to rounding.
|
|
Three Months Ended
|
|
Change
|
||||||||
|
March 31, 2020
|
|
March 31, 2019
|
|
|||||||
Net cash provided by operating activities
|
$
|
2.2
|
|
|
$
|
2.1
|
|
|
$
|
0.1
|
|
Net cash used in investing activities
|
$
|
(2.7
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(1.1
|
)
|
Net cash provided by financing activities
|
$
|
7.8
|
|
|
$
|
0.8
|
|
|
$
|
7.0
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
|
April 1, 2020 to December 31, 2020
|
|
2021
|
|
2022-2023
|
|
2024-2025
|
|
2026 and after
|
|
Total
|
||||||||||||
Automotive debt(a)
|
$
|
1,466
|
|
|
$
|
1,220
|
|
|
$
|
17,081
|
|
|
$
|
560
|
|
|
$
|
10,097
|
|
|
$
|
30,424
|
|
Automotive Financing debt
|
36,122
|
|
|
23,383
|
|
|
20,235
|
|
|
10,869
|
|
|
5,171
|
|
|
95,780
|
|
||||||
Finance lease obligations
|
85
|
|
|
53
|
|
|
48
|
|
|
25
|
|
|
93
|
|
|
304
|
|
||||||
Automotive interest payments(b)
|
992
|
|
|
1,045
|
|
|
1,725
|
|
|
1,165
|
|
|
8,489
|
|
|
13,416
|
|
||||||
Automotive Financing interest payments(c)
|
2,249
|
|
|
1,620
|
|
|
1,802
|
|
|
758
|
|
|
231
|
|
|
6,660
|
|
||||||
Postretirement benefits(d)
|
188
|
|
|
232
|
|
|
462
|
|
|
—
|
|
|
—
|
|
|
882
|
|
||||||
Operating lease obligations
|
205
|
|
|
255
|
|
|
366
|
|
|
256
|
|
|
384
|
|
|
1,466
|
|
||||||
Other contractual commitments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Material
|
1,506
|
|
|
522
|
|
|
130
|
|
|
64
|
|
|
19
|
|
|
2,241
|
|
||||||
Marketing
|
415
|
|
|
216
|
|
|
55
|
|
|
8
|
|
|
—
|
|
|
694
|
|
||||||
Other
|
982
|
|
|
747
|
|
|
1,221
|
|
|
198
|
|
|
184
|
|
|
3,332
|
|
||||||
Total contractual commitments(e)
|
$
|
44,210
|
|
|
$
|
29,293
|
|
|
$
|
43,125
|
|
|
$
|
13,903
|
|
|
$
|
24,668
|
|
|
$
|
155,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-contractual benefits(f)
|
$
|
219
|
|
|
$
|
270
|
|
|
$
|
484
|
|
|
$
|
911
|
|
|
$
|
9,314
|
|
|
$
|
11,198
|
|
(a)
|
Payments due in 2022 include $3.0 billion drawn on our three-year, $4.0 billion facility renewed in April 2020 for an additional year expiring in April 2022.
|
(b)
|
Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and finance lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at March 31, 2020.
|
(c)
|
GM Financial interest payments were determined using the interest rate in effect at March 31, 2020 for floating rate debt and the contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.
|
(d)
|
Amounts include OPEB payments under the contract term of the current labor agreements in North America and do not include pension funding obligations.
|
(e)
|
Amounts do not include future cash payments for purchase obligations and certain other accrued expenditures (unless listed in the table above) that were recorded in Accounts payable, Accrued liabilities and Other liabilities in our condensed consolidated financial statements at March 31, 2020.
|
(f)
|
Amounts include all expected future payments for both current and expected future service at March 31, 2020 for OPEB obligations for salaried and hourly employees extending beyond the current North American union contract agreements, workers' compensation and extended disability benefits. Amounts do not include pension funding obligations.
|
|
Total Number of Shares Purchased(a)(b)
|
|
Weighted 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, 2020 through January 31, 2020
|
28,331
|
|
|
$
|
35.82
|
|
|
—
|
|
|
$3.4 billion
|
February 1, 2020 through February 29, 2020
|
2,480,515
|
|
|
$
|
34.79
|
|
|
—
|
|
|
$3.4 billion
|
March 1, 2020 through March 31, 2020
|
3,240,152
|
|
|
$
|
27.88
|
|
|
3,238,308
|
|
|
$3.3 billion
|
Total
|
5,748,998
|
|
|
$
|
30.90
|
|
|
3,238,308
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|
|
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(a)
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Shares purchased consist of shares delivered by employees or directors to us for the payment of taxes resulting from the issuance of common stock upon the vesting of RSUs, Performance Stock Units and Restricted Stock Awards relating to compensation plans. Refer to our 2019 Form 10-K for additional details on employee stock incentive plans.
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(b)
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In January 2017, we announced that our Board of Directors had authorized the purchase of up to $5.0 billion of our common stock with no expiration date. Beginning March 3, 2020 to March 11, 2020, total share purchases under this program were $90 million. In April 2020 we agreed not to execute any share repurchases until we no longer have outstanding borrowings under the revolving credit facilities, except for the three-year, $3.0 billion facility.
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Exhibit Number
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Exhibit Name
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3.1
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Incorporated by Reference
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3.2
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Incorporated by Reference
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10.1*
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Filed Herewith
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10.2*
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Filed Herewith
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31.1
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|
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Filed Herewith
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31.2
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|
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Filed Herewith
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32
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|
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Furnished with this Report
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101
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The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Income Statements, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) Notes to the Condensed Consolidated Financial Statements
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Filed Herewith
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104
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The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted as Inline XBRL and contained in Exhibit 101
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Filed Herewith
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GENERAL MOTORS COMPANY (Registrant)
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By:
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/s/ CHRISTOPHER T. HATTO
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Christopher T. Hatto, Vice President, Global Business Solutions and Chief Accounting Officer
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Date:
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May 6, 2020
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Issuer
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General Motors Company, a Delaware corporation
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Number of Target Units
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Your number of “Target Units” is [Insert Number] PSUs
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Grant Date
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[Insert Date]
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Performance Period
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[Insert Date] through [Insert Date]
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Performance Conditions
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See the Performance Conditions set forth on Exhibit A of this Award Document
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Settlement Conditions and Settlement Date(s)
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Subject to the achievement of the Performance Conditions, any earned Award will vest and settle on the “Settlement Date,” which shall be a date in [Insert Year] selected by the Committee for the settlement of your Award.
If you experience a Full Career Status Termination of Service prior to the first anniversary of the Grant Date, your Award will be prorated. The pro-rata portion of the Award that is retained shall continue to be subject to the achievement of the Performance Conditions and any earned Award will vest and settle on the Settlement Date, with the remaining portion of the Award being forfeited. The retained pro-rata portion of the Award is calculated based on the month in which your Full Career Status Termination of Service occurs as follows:
[Insert Pro-Ration Schedule]
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.
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Restrictive Covenants
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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.
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Other Terms and Conditions of the Award
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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.
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a)
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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.
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b)
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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.
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c)
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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.
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d)
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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.
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e)
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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.
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f)
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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.
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g)
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The future value of the underlying Shares is unknown and cannot be predicted with certainty and the Shares may increase or decrease in value.
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h)
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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.
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i)
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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.
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j)
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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
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k)
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You agree 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 further consent to the exclusive personal jurisdiction and venue of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware for any action, claim or dispute arising out of or relating to this Award, the Plan or the subject matter contained in this Award Document. 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 PSUs shall not be settled if the settlement thereof would result in a violation of any such law.
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l)
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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.
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m)
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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.
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a)
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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
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b)
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Be bound by and abide by the terms of this Award Document and the Plan.
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•
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First, the 3-Year Average ROIC-Adjusted for each company is determined.
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•
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Second, the results for each company in the OEM Peer Group are ranked by percentile independent of GM’s results.
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•
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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.
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•
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Fourth, the percentage of Target Units earned is determined based on the following performance goals:
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•
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Fifth, the percentage of Target Units earned will be capped at a 100% payout if GM’s 3-Year Average ROIC-Adjusted result does not exceed GM’s Weighted Average Cost of Capital “WACC” over the performance period.
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•
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First, the TSR for each company is determined.
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•
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Second, the results for each company in the OEM Peer Group are ranked by percentile independent of GM’s results.
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•
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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.
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•
|
Fourth, the percentage of Target Units earned is determined based on the following performance goals:
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•
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Fifth, the percentage of Target Units earned will be capped at a 100% payout if GM’s TSR result is negative.
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Total Company EBIT-Adjusted*
|
÷
|
Average Total Company Net Assets**
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-
|
All income tax related accounts
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-
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Interest and certain dividend related accounts
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-
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Fresh start accounting goodwill
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-
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External debt (except capital leases)
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-
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Pension and OPEB liabilities
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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.
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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.
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c)
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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.
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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.
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e)
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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.
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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.
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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.
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h)
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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.
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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.
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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.
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k)
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You agree 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 further consent to the exclusive personal jurisdiction and venue of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware for any action, claim or dispute arising out of or relating to this Award, the Plan or the subject matter contained in this Award Document. 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 Options shall not be exercisable if the exercise thereof would result in a violation of any such law.
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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
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b)
|
Be bound by and abide by the terms of this Award Document and the Plan.
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|
|
/s/ MARY T. BARRA
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|
Mary T. Barra
Chairman and Chief Executive Officer
|
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Date:
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May 6, 2020
|
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/s/ DHIVYA SURYADEVARA
|
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Dhivya Suryadevara
Executive Vice President and Chief Financial Officer |
|
Date:
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May 6, 2020
|
|
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/s/ MARY T. BARRA
|
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Mary T. Barra
Chairman and Chief Executive Officer
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/s/ DHIVYA SURYADEVARA
|
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Dhivya Suryadevara
Executive Vice President and Chief Financial Officer |
|
Date:
|
May 6, 2020
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