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Form 8-K General Motors Co For: Oct 23

October 23, 2014 11:00 AM EDT




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
___________________

FORM 8-K
___________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October�23, 2014
___________________

GENERAL MOTORS COMPANY
(Exact Name of Registrant as Specified in its Charter)
___________________


DELAWARE
(State or other jurisdiction of
incorporation)
001-34960
(Commission File Number)
27-0756180
(I.R.S. Employer
Identification No.)

300 Renaissance Center, Detroit, Michigan
(Address of Principal Executive Offices)

48265-3000
(Zip Code)


(313) 556-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17-CFR 240.14a-12)
Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October�23, 2014 a news release was issued on the subject of 2014 third quarter consolidated earnings for General Motors Company (GM). The news release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of GM's Quarterly Report on Form 10-Q. The news release and financial statements are incorporated as Exhibit 99.1.

Charts furnished to securities analysts in connection with GM's 2014 third quarter earnings release are available on GM's website at www.gm.com/company/investors/earning-releases.html.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

Exhibit
Description
Method of Filing
Exhibit 99.1
News Release Dated October�23, 2014 and Financial Statements
Attached as Exhibit






SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


GENERAL MOTORS COMPANY
(Registrant)


/s/ THOMAS S. TIMKO
Date:�October 23, 2014
By:
Thomas S. Timko
Vice President, Controller and Chief Accounting Officer





Exhibit 99.1
For Release: Thursday, Oct. 23, 7:30 a.m. EDT

GM Reports Third Quarter Net Income of $1.4 Billion

"
EPS of $0.81 including net loss from special items of $(0.16) per share
"
EBIT-adjusted of $2.3 billion

DETROIT - General Motors Co. (NYSE: GM) today announced third quarter net income attributable to common stockholders of $1.4 billion, or $0.81 per diluted share. A net loss from special items reduced net income by $0.3 billion, or $(0.16) per diluted share.

Special items were primarily related to flood damage sustained at the GM Technical Center in Michigan and long-lived asset impairments in Russia.

Strong global sales and growing margins in North America and China helped GM deliver very solid third quarter results, said GM CEO Mary Barra. Despite industry challenges in Russia and South America, our earnings were on plan as we continue to execute our customer-focused strategy.�

In the third quarter of 2013, GMs net income attributable to common stockholders was $0.7�billion, or $0.45 per diluted share, which included a net loss from special items that reduced net income attributable to common stockholders by $0.9 billion, or $(0.51) per diluted share.

Earnings before interest and tax (EBIT) adjusted was $2.3 billion and included the impact of $0.2 billion in restructuring costs for actions taken in GM Europe. This compares to the third quarter of 2013, when the company recorded EBIT-adjusted of $2.6 billion, which included $0.1 billion in restructuring costs.

Net revenue in the third quarter of 2014 was $39.3�billion, compared to $39.0 billion in the third quarter of 2013. In the first nine months of 2014, revenue rose to $116.3 billion, up from $114.9 billion in the same period a year ago.

GM Results Overview (in billions except for per share amounts)

Q3 2014
Q3 2013
Revenue
$39.3
����$39.0
Net income attributable to common stockholders
$1.4
����$0.7
Earnings per share (EPS) diluted
$0.81
����$0.45
Impact of special items on EPS diluted
$(0.16)
���$(0.51)
EBIT-adjusted
$2.3
����$2.6
Automotive net cash flow from operating activities
$0.7
����$3.3
Adjusted automotive free cash flow
$(0.8)
����$1.3

Segment Results

1




"
GM North America reported EBIT-adjusted of $2.5 billion, compared with EBIT-adjusted of $2.2 billion in the third quarter of 2013.
"
GM Europe reported EBIT-adjusted of $(0.4) billion which includes restructuring costs of $(0.2) billion, compared with EBIT-adjusted of $(0.2)�billion in the third quarter of 2013.
"
GM International Operations reported EBIT-adjusted of $0.3 billion, compared with EBIT-adjusted of $0.3 billion in the third quarter of 2013.
"
GM South America reported break-even results, compared with EBIT-adjusted of $0.3 billion in the third quarter of 2013.
"
GM Financial reported earnings before tax of $0.2 billion, compared to $0.2 billion in the third quarter of 2013.
Cash Flow and Liquidity

For the quarter, automotive cash flow from operating activities was $0.7 billion and automotive free cash flow adjusted was $(0.8) billion, which was down from $1.3 billion a year ago. The decline in automotive free cash flow adjusted was primarily related to one extra weekly payment cycle to suppliers during the quarter compared with the same quarter a year ago, and cash payments related to repairing recalled vehicles, including costs to expedite parts to dealers.

GM ended the quarter with total automotive liquidity of $36.6 billion. Automotive cash and marketable securities was $26.1 billion compared with $28.4 billion for the second quarter of 2014.

Strong performance in North America, where we achieved a 9.5 percent margin, anchored our overall results, said Chuck Stevens, GM executive vice president and chief financial officer. We remain focused on flawlessly launching key vehicles globally in the coming months, while delivering a positive experience for our customers.

Key vehicle launches taking place in the fourth quarter include the recently introduced GMC Canyon and Chevrolet Colorado mid-sized pickups in the U.S., the Cadillac ATS-L, Buick Envision and Chevrolet Cruze in China, and the Opel Corsa and ADAM ROCKS in Europe. The company also has introduced 4G LTE high-speed mobile broadband in 33 vehicles this year, more than the rest of the industry combined, and plans to introduce it on more than a dozen additional models by the end of 2015.

General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world's largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Opel, Vauxhall and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety, security and information services, can be found at http://www.gm.com.

# # #

CONTACTS:

Tom Henderson
313-410-2704
Global Financial Communications
Randy Arickx
313-268-7070
GM Investor Relations

Forward-Looking Statements
In this press release and in related comments by our management, our use of the words plans, expect, anticipate, possible, potential, target, believe, commit, intend, continue, may, would, could, should, project,

2



appears, projected, potential, positioned, outlook, upside or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include:�our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; our ability to successfully integrate Ally Financials International Operations; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation and government investigations including those related to our recent recalls; our ability to remain competitive in Korea and our ability to continue to attract new customers, particularly for our new products. GM's most recent annual report on Form 10-K and quarterly reports on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.


3



Exhibit 1

General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)

The accompanying tables and charts include earnings before interest and taxes adjusted for special items, presented net of noncontrolling interests (EBIT-adjusted) and Automotive adjusted free cash flow. These metrics are not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) and have not been audited or reviewed by GM's independent auditors. EBIT-adjusted and Adjusted automotive free cash flow are considered non-GAAP financial measures.

Management believes these non-GAAP financial measures provide meaningful supplemental information regarding GM's operating results because they exclude amounts that management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. Management believes these measures allow it to readily view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions. Accordingly, GM believes these non-GAAP financial measures are useful in allowing for greater transparency of GM's core operations and they are therefore used by management in its financial and operational decision-making.

While management believes that these non-GAAP financial measures provide useful information, they are not operating measures under U.S. GAAP, and there are limitations associated with their use. GM's calculation of these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences between companies in their method of calculation. As a result the use of these non-GAAP financial measures has limitations and should not be considered in isolation from, or as a substitute for, related U.S. GAAP measures.

The following table summarizes the reconciliation of EBIT-adjusted to its most comparable U.S. GAAP measure, Income before income taxes (dollars in millions):
Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
Operating segments
GM North America (GMNA)
$
2,452

$
2,187

$
4,394

$
5,577

GM Europe (GME)(a)
(387
)
(238
)
(976
)
(504
)
GM�International Operations (GMIO)(a)
259

323

826

1,027

GM South America (GMSA)
(32
)
284

(269
)
300

General Motors Financial Company, Inc. (GM Financial)(b)
205

239

684

673

Total operating segments(c)
2,497

2,795

4,659

7,073

Corporate and eliminations
(234
)
(158
)
(579
)
(394
)
EBIT-adjusted(c)
2,263

2,637

4,080

6,679

Special items
(321
)
(48
)
(2,027
)
(114
)
Automotive interest income
50

33

155

189

Automotive interest expense
(96
)
(65
)
(299
)
(217
)
Gain (loss) on extinguishment of debt
2

2

2

(238
)
Net income (loss) attributable to noncontrolling interests
(29
)
(12
)
47

(28
)
Income before income taxes
$
1,869

$
2,547

$
1,958

$
6,271

__________
(a)
In the three months ended March�31, 2014 GM changed its managerial and financial reporting structure to reclassify the results of our Russian subsidiaries previously reported in our GMIO segment to our GME segment. Prior year segment results have been reclassified so all information is shown on a comparable basis. Consolidated results are unaffected by this change.
(b)
GM Financial amounts represent income before income taxes-adjusted.
(c)
GM's automotive operations' interest income and interest expense are recorded centrally in Corporate; therefore, there are no reconciling items for GM's automotive operating segments between EBIT-adjusted and Income before income taxes.


1



General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)

In the three months ended September 30, 2014 special items consisted of charges related to flood damage of $132 million in GMNA; property and intangible asset impairment charges of $194 million related to our Russian subsidiaries in GME; and other of $5 million.

In the nine months ended September 30, 2014 special items consisted of a catch-up adjustment related to the change in estimate for recall campaigns of $874 million and charges related to flood damage of $132 million in GMNA; property and intangible asset impairment charges of $194 million related to our Russian subsidiaries in GME; Venezuela currency devaluation of $419 million in GMSA; a charge related to the ignition switch recall compensation program of $400 million in Corporate; and other of $8 million.

In the three months ended September 30, 2013 special items consisted of Goodwill impairment charges of $48 million in GMIO, which is presented net of noncontrolling interests.

In the nine months ended September 30, 2013 special items consisted of the acquisition of GM Korea preferred shares of $67 million and Goodwill impairment charges of $48 million in GMIO, which is presented net of noncontrolling interests; Venezuela currency devaluation of $162 million in GMSA; and other of $29 million.

The following table summarizes the reconciliation of Automotive adjusted free cash flow to Automotive net cash provided by operating activities (dollars in millions):
Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
Automotive adjusted free cash flow
$
(845
)
$
1,330

$
1,347

$
2,570

Less: Adjustments
53



53

71

Automotive free cash flow
(898
)
1,330

1,294

2,499

Capital expenditures
1,642

1,941

5,052

5,770

Automotive net cash provided by operating activities
$
744

$
3,271

$
6,346

$
8,269


Adjustments to free cash flow included pension contributions of $53 million and $71 million related to the previously announced annuitization of the U.S. salaried pension plan in the nine months ended September 30, 2014 and 2013.


2



General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)

The following tables summarize key financial information by segment (dollars in millions):
GMNA
GME
GMIO
GMSA
Corporate
Eliminations
Total Automotive
GM Financial
Eliminations
Total
Three Months Ended
September 30, 2014
Total net sales and revenue
$
25,816

$
5,226

$
3,716

$
3,202

$
39

$
37,999

$
1,261

$
(5
)
$
39,255

Expenditures for property
$
1,219

$
194

$
111

$
91

$
27

$


$
1,642

$
22

$


$
1,664

Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
$
1,023

$
282

$
206

$
92

$
20

$
(1
)
$
1,622

$
248

$


$
1,870

Equity income
$
5

$
2

$
490

$


$


$


$
497

$


$


$
497

GMNA
GME
GMIO
GMSA
Corporate
Eliminations
Total Automotive
GM Financial
Eliminations
Total
Three Months Ended
September 30, 2013(a)
Total net sales and revenue
$
23,508

$
5,376

$
4,818

$
4,381

$
39

$
38,122

$
867

$
(6
)
$
38,983

Expenditures for property
$
1,458

$
188

$
165

$
100

$
25

$
5

$
1,941

$
6

$


$
1,947

Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
$
998

$
88

$
171

$
111

$
24

$


$
1,392

$
145

$
(2
)
$
1,535

Equity income
$
2

$
10

$
424

$


$


$


$
436

$


$


$
436

GMNA
GME
GMIO
GMSA
Corporate
Eliminations
Total
Automotive
GM
Financial
Eliminations
Total
Nine Months Ended
September 30, 2014
Total net sales and revenue
$
75,891

$
16,820

$
10,548

$
9,404

$
113

$
112,776

$
3,549

$
(13
)
$
116,312

Expenditures for property
$
3,567

$
587

$
583

$
216

$
107

$
(8
)
$
5,052

$
37

$


$
5,089

Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
$
3,336

$
506

$
482

$
297

$
55

$
(3
)
$
4,673

$
623

$


$
5,296

Equity income
$
14

$
7

$
1,604

$


$


$


$
1,625

$


$


$
1,625

GMNA
GME
GMIO
GMSA
Corporate
Eliminations
Total
Automotive
GM
Financial
Eliminations
Total
Nine Months Ended
September 30, 2013(a)
Total net sales and revenue
$
69,982

$
16,254

$
13,982

$
12,380

$
114

$
112,712

$
2,243

$
(13
)
$
114,942

Expenditures for property
$
4,197

$
562

$
577

$
353

$
76

$
5

$
5,770

$
10

$


$
5,780

Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
$
2,938

$
335

$
560

$
369

$
47

$
(1
)
$
4,248

$
340

$
(10
)
$
4,578

Equity income
$
10

$
28

$
1,382

$


$


$


$
1,420

$


$


$
1,420

__________
(a)
In the three months ended March�31, 2014 GM changed its managerial and financial reporting structure to reclassify the results of its Russian subsidiaries previously reported in its GMIO segment to its GME segment. Prior year segment results have been reclassified so all information is shown on a comparable basis. Consolidated results are unaffected by this change.





3



General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)

September 30, 2014
December�31, 2013
Worldwide Employment (in thousands)
GMNA
111

109

GME
38

37

GMIO
33

36

GMSA
29

31

GM Financial
6

6

Total Worldwide
217

219

U.S. - Salaried
39

36

U.S. - Hourly
52

51


Wholesale and Retail Vehicle Sales

GM presents both wholesale and retail vehicle sales data to assist in the analysis of its revenue and market share. Worldwide market share and vehicle sales data exclude the markets of Cuba, Iran, North Korea, Sudan and Syria. The joint venture agreements with SAIC-GM-Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM) allow for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture retail vehicle sales in China.

Wholesale Vehicle Sales

The following table summarizes total wholesale vehicle sales of new motor vehicles by automotive segment (vehicles in thousands):
Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
GMNA
834

775

2,471

2,413

GME(a)
273

287

869

866

GMIO(a)
159

233

478

690

GMSA
218

282

637

793

Worldwide
1,484

1,577

4,455

4,762

__________
(a)
In the three months ended March�31, 2014 GM changed its managerial and financial reporting structure to reclassify the results of its Russian subsidiaries previously reported in its GMIO segment to its GME segment. Prior year segment results have been reclassified so all information is shown on a comparable basis. Consolidated results are unaffected by this change.









4



General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)

Retail Vehicle Sales and Market Share

The following tables summarize total retail vehicle sales volume and market share by geographic region (vehicles in thousands):
Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
Retail Vehicle Sales
United States
Chevrolet - Cars
212

212

688

662

Chevrolet - Trucks
205

173

555

534

Chevrolet - Crossovers
98

93

300

297

Cadillac
46

50

128

133

Buick
57

57

171

158

GMC
134

112

366

333

Total United States
752

697

2,208

2,117

Canada, Mexico and Other
132

111

351

332

Total North America
884

808

2,559

2,449

Europe
Opel/Vauxhall
253

249

817

790

Chevrolet
31

95

140

266

Other




1

2

Total Europe
284

344

958

1,058

Asia/Pacific, Middle East and Africa
Chevrolet
330

320

976

968

Wuling
391

340

1,237

1,088

Buick
221

205

671

607

Holden
30

33

93

90

GMC
8

8

23

25

Cadillac
20

14

57

36

Other
65

53

156

160

Total Asia/Pacific, Middle East and Africa
1,065

973

3,213

2,974

South America
Chevrolet
215

271

637

766

Other
2

1

5

4

Total South America
217

272

642

770

Total Worldwide
2,450

2,397

7,372

7,251


North America vehicle sales primarily represent sales to the end customer. Europe (including Chevrolet Europe vehicle sales that will cease in 2015), Asia/Pacific, Middle East and Africa and South America vehicle sales primarily represent estimated sales to the end customer. In countries where end customer data is not readily available other data sources, such as wholesale or forecast volumes, are used to estimate vehicle sales. Certain fleet sales that are accounted for as operating leases are included in vehicle sales at the time of delivery to the daily rental car companies. Market Share information is based on retail vehicles sales volume. The vehicle sales at our China JVs presented in the following table are included in our retail vehicle sales (vehicles in thousands):





5



General Motors Company and Subsidiaries
Supplemental Material
(Unaudited)


Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
SAIC General Motors Sales Co., Ltd. (SGMS)
409

368

1,229

1,111

SGMW and FAW-GM
441

375

1,352

1,198


Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
Market Share
United States - Cars
13.3%
14.1%
14.3%
14.3%
United States - Trucks
24.3%
23.0%
22.9%
23.7%
United States - Crossovers
16.6%
17.3%
17.1%
17.9%
Total United States
17.3%
17.3%
17.4%
17.6%
Total North America
16.8%
16.7%
16.9%
17.0%
Total Europe
6.5%
7.8%
6.8%
7.7%
Total Asia/Pacific, Middle East and Africa
10.4%
9.9%
10.1%
9.8%
Total South America
16.4%
17.7%
16.5%
17.4%
Total Worldwide
11.5%
11.6%
11.3%
11.5%
U.S. Retail/Fleet Mix
% Fleet Sales - Cars
23.9%
22.8%
29.6%
27.6%
% Fleet Sales - Trucks
23.3%
20.5%
22.9%
24.1%
% Fleet Sales - Crossovers
19.0%
14.4%
20.9%
19.5%
Total Vehicles
22.4%
19.8%
24.9%
24.3%
North America Capacity Utilization
100.0%
96.8%
103.6%
99.1%





6



General Motors Company and Subsidiaries
Consolidating Income Statements
(In millions)
(Unaudited)
Three Months Ended September 30, 2014
Three Months Ended September 30, 2013
Automotive
GM Financial
Eliminations
Consolidated
Automotive
GM Financial
Eliminations
Consolidated
Net sales and revenue
Automotive
$
37,999

$


$


$
37,999

$
38,122

$


$
(2
)
$
38,120

GM Financial


1,261

(5
)
1,256



867

(4
)
863

Total net sales and revenue
37,999

1,261

(5
)
39,255

38,122

867

(6
)
38,983

Costs and expenses
Automotive cost of sales
34,058



(4
)
34,054

33,172



(6
)
33,166

GM Financial operating and other expenses


1,053



1,053



628

(3
)
625

Automotive selling, general and administrative expense
2,921





2,921

2,876





2,876

Goodwill impairment charges








60





60

Total costs and expenses
36,979

1,053

(4
)
38,028

36,108

628

(9
)
36,727

Operating income
1,020

208

(1
)
1,227

2,014

239

3

2,256

Automotive interest expense
97



(1
)
96

65





65

Interest income and other non-operating income, net
239





239

(83
)


1

(82
)
Gain on extinguishment of debt
2





2

2





2

Equity income
497





497

436





436

Income before income taxes
1,661

208



1,869

2,304

239

4

2,547

Income tax expense
385

42



427

756

85

1

842

Net income
1,276

166



1,442

1,548

154

3

1,705

Net loss attributable to noncontrolling interests
29





29

12





12

Net income attributable to stockholders
$
1,305

$
166

$


$
1,471

$
1,560

$
154

$
3

$
1,717

Nine Months Ended September 30, 2014
Nine Months Ended September 30, 2013
Automotive
GM Financial
Eliminations
Consolidated
Automotive
GM Financial
Eliminations
Consolidated
Net sales and revenue
Automotive
$
112,776

$


$


$
112,776

$
112,712

$


$
(8
)
$
112,704

GM Financial


3,549

(13
)
3,536



2,243

(5
)
2,238

Total net sales and revenue
112,776

3,549

(13
)
116,312

112,712

2,243

(13
)
114,942

Costs and expenses
Automotive cost of sales
104,042



(10
)
104,032

99,609



(2
)
99,607

GM Financial operating and other expenses


2,854



2,854



1,570

(14
)
1,556

Automotive selling, general and administrative expense
9,205





9,205

8,753





8,753

Goodwill impairment charges








60





60

Total costs and expenses
113,247

2,854

(10
)
116,091

108,422

1,570

(16
)
109,976

Operating income (loss)
(471
)
695

(3
)
221

4,290

673

3

4,966

Automotive interest expense
302



(3
)
299

219



(2
)
217

Interest income and other non-operating income, net
409





409

343



(3
)
340

Gain (loss) on extinguishment of debt
2





2

(238
)




(238
)
Equity income
1,625





1,625

1,420





1,420

Income before income taxes
1,263

695



1,958

5,596

673

2

6,271

Income tax expense (benefit)
(258
)
207



(51
)
1,760

232

1

1,993

Net income
1,521

488



2,009

3,836

441

1

4,278

Net (income) loss attributable to noncontrolling interests
(47
)




(47
)
28





28

Net income attributable to stockholders
$
1,474

$
488

$


$
1,962

$
3,864

$
441

$
1

$
4,306







7



General Motors Company and Subsidiaries
Basic and Diluted Earnings per Share
(Unaudited)

In the three and nine months ended September�30, 2013 GM used the if-converted method for calculating earnings per share.

The following table summarizes basic and diluted earnings per share (in millions, except per share amounts):
Three Months Ended
Nine Months Ended
September�30, 2014
September�30, 2013
September�30, 2014
September�30, 2013
Basic earnings per share
Net income attributable to stockholders
$
1,471

$
1,717

$
1,962

$
4,306

Less: cumulative dividends on preferred stock(a)
(87
)
(1,019
)
(263
)
(1,449
)
Net income attributable to common stockholders
$
1,384

$
698

$
1,699

$
2,857

Weighted-average common shares outstanding - basic
1,612

1,386

1,603

1,378

Basic earnings per common share
$
0.86

$
0.50

$
1.06

$
2.07

Diluted earnings per share
Net income attributable to stockholders
$
1,471

$
1,717

$
1,962

$
4,306

Add: preferred dividends to holders of Series B Preferred Stock


59



179

Less: cumulative dividends on preferred stock(a)
(87
)
(1,019
)
(263
)
(1,449
)
Less: earnings adjustment for dilutive stock compensation rights
(8
)
(22
)
Net income attributable to common stockholders
$
1,376

$
757

$
1,677

$
3,036

Weighted-average common shares outstanding - diluted
Weighted-average common shares outstanding - basic
1,612

1,386

1,603

1,378

Dilutive effect of warrants and restricted stock units
79

155

87

146

Dilutive effect of conversion of Series B Preferred Stock


140



148

Weighted-average common shares outstanding - diluted
1,691

1,681

1,690

1,672

Diluted earnings per common share
$
0.81

$
0.45

$
0.99

$
1.82

________
(a)
Includes earned but undeclared dividends of $15 million on our Series A Preferred Stock in the three and nine months ended September 30, 2014 and 2013 and $20 million on our Series B Preferred stock in the three and nine months ended September 30, 2013.




















8



General Motors Company and Subsidiaries
Consolidating Balance Sheets
(In millions)
(Unaudited)
September�30, 2014
December�31, 2013
Automotive
GM Financial
Eliminations
Consolidated
Automotive
GM Financial
Eliminations
Consolidated
ASSETS
Current Assets
Cash and cash equivalents
$
16,543

$
1,517

$


$
18,060

$
18,947

$
1,074

$


$
20,021

Marketable securities
9,570





9,570

8,972





8,972

Restricted cash and marketable securities
159

1,216



1,375

31

1,216



1,247

Accounts and notes receivable, net
11,589

675

(1,372
)
10,892

8,806

846

(1,117
)
8,535

GM Financial receivables, net


15,776

(116
)
15,660



14,340

(62
)
14,278

Inventories
15,210





15,210

14,039





14,039

Equipment on operating leases, net
4,044





4,044

2,398





2,398

Deferred income taxes
9,719

259



9,978

10,195

154



10,349

Other current assets
1,661

188

2

1,851

1,531

130

1

1,662

Total current assets
68,495

19,631

(1,486
)
86,640

64,919

17,760

(1,178
)
81,501

Non-current Assets
Restricted cash and marketable securities
72

843



915

88

741



829

GM Financial receivables, net


15,604



15,604



14,354



14,354

Equity in net assets of nonconsolidated affiliates
7,983





7,983

8,094





8,094

Property, net
27,210

165



27,375

25,736

132

(1
)
25,867

Goodwill
132

1,427



1,559

137

1,422

1

1,560

Intangible assets, net
5,041

44



5,085

5,603

64

1

5,668

GM Financial equipment on operating leases, net


5,796



5,796



3,383



3,383

Deferred income taxes
23,469

105



23,574

22,620

116



22,736

Other assets
2,877

147

(647
)
2,377

2,853

112

(613
)
2,352

Total non-current assets
66,784

24,131

(647
)
90,268

65,131

20,324

(612
)
84,843

Total Assets
$
135,279

$
43,762

$
(2,133
)
$
176,908

$
130,050

$
38,084

$
(1,790
)
$
166,344

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)
$
24,713

$
1,082

$
(1,022
)
$
24,773

$
23,550

$
589

$
(518
)
$
23,621

Short-term debt and current portion of long-term debt
Automotive
1,043



(465
)
578

1,223



(659
)
564

GM Financial


12,808



12,808



13,594



13,594

Accrued liabilities
28,437

732

1

29,170

23,980

653



24,633

Total current liabilities
54,193

14,622

(1,486
)
67,329

48,753

14,836

(1,177
)
62,412

Non-current Liabilities
Long-term debt
Automotive
6,753





6,753

6,574



(1
)
6,573

GM Financial


20,966



20,966



15,452



15,452

Postretirement benefits other than pensions
5,815





5,815

5,897





5,897

Pensions
18,013

98



18,111

19,378

105



19,483

Other liabilities and deferred income taxes
13,699

1,319

(647
)
14,371

12,748

1,217

(612
)
13,353

Total non-current liabilities
44,280

22,383

(647
)
66,016

44,597

16,774

(613
)
60,758

Total Liabilities
98,473

37,005

(2,133
)
133,345

93,350

31,610

(1,790
)
123,170

Commitments and contingencies
Equity
Series A preferred stock
3,109





3,109

3,109





3,109

Common stock
16





16

15





15

Additional paid-in capital
28,832





28,832

28,780





28,780

Retained earnings
7,011

6,964



13,975

7,353

6,463



13,816

Accumulated other comprehensive income (loss)
(2,723
)
(207
)


(2,930
)
(3,124
)
11



(3,113
)
Total stockholders equity
36,245

6,757



43,002

36,133

6,474



42,607

Noncontrolling interests
561





561

567





567

Total Equity
36,806

6,757



43,563

36,700

6,474



43,174

Total Liabilities and Equity
$
135,279

$
43,762

$
(2,133
)
$
176,908

$
130,050

$
38,084

$
(1,790
)
$
166,344


9



General Motors Company and Subsidiaries
Consolidating Statements of Cash Flows
(In millions)
(Unaudited)
Nine Months Ended September 30, 2014
Nine Months Ended September 30, 2013
Automotive
GM Financial
Reclassification(a)
Consolidated
Automotive
GM Financial
Consolidated
Net cash provided by operating activities
$
6,346

$
1,382

$
(834
)
$
6,894

$
8,269

$
1,303

$
9,572

Cash flows from investing activities
Expenditures for property
(5,052
)
(37
)


(5,089
)
(5,770
)
(10
)
(5,780
)
Available-for-sale marketable securities, acquisitions
(6,203
)




(6,203
)
(4,247
)


(4,247
)
Trading marketable securities, acquisitions
(1,426
)




(1,426
)
(3,214
)


(3,214
)
Available-for-sale marketable securities, liquidations
5,242





5,242

2,777



2,777

Trading marketable securities, liquidations
1,696





1,696

5,311



5,311

Acquisition of companies, net of cash acquired
(5
)
(46
)


(51
)
(4
)
(2,107
)
(2,111
)
Proceeds from sale of business units/investments, net of cash disposed
1





1

(65
)


(65
)
Increase in restricted cash and marketable securities
(199
)
(473
)


(672
)
(269
)
(425
)
(694
)
Decrease in restricted cash and marketable securities
82

286



368

642

319

961

Purchases of finance receivables


(11,658
)
834

(10,824
)


(6,966
)
(6,966
)
Principal collections and recoveries on finance receivables


8,124



8,124



5,092

5,092

Purchases of leased vehicles, net


(3,169
)


(3,169
)


(1,733
)
(1,733
)
Proceeds from termination of leased vehicles


395



395



142

142

Other investing activities
187

(4
)


183

(72
)
10

(62
)
Net cash used in investing activities
(5,677
)
(6,582
)
834

(11,425
)
(4,911
)
(5,678
)
(10,589
)
Cash flows from financing activities
Net increase (decrease) in short-term debt
(23
)
(913
)


(936
)
69



69

Proceeds from issuance of debt (original maturities greater than three months)
598

21,250



21,848

5,195

15,873

21,068

Payments on debt (original maturities greater than three months)
(619
)
(14,907
)


(15,526
)
(1,472
)
(12,242
)
(13,714
)
Payments to purchase stock
(168
)




(168
)
(2,438
)


(2,438
)
Dividends paid (including charge related to purchase of Series A Preferred Stock)
(1,781
)




(1,781
)
(1,519
)


(1,519
)
Other financing activities
30

(107
)


(77
)
(78
)
(69
)
(147
)
Net cash provided by (used in) financing activities
(1,963
)
5,323



3,360

(243
)
3,562

3,319

Effect of exchange rate changes on cash and cash equivalents
(748
)
(42
)


(790
)
(366
)
(3
)
(369
)
Net transactions with Automotive/GM Financial
(362
)
362





(1,283
)
1,283



Net increase (decrease) in cash and cash equivalents
(2,404
)
443



(1,961
)
1,466

467

1,933

Cash and cash equivalents at beginning of period
18,947

1,074



20,021

17,133

1,289

18,422

Cash and cash equivalents at end of period
$
16,543

$
1,517

$


$
18,060

$
18,599

$
1,756

$
20,355

_____
(a)
Reclassification of purchases/collections of wholesale finance receivables resulting from vehicles sold by GM to dealers that have arranged their inventory floor plan financing through GM Financial.

10


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