General Motors Co [GM] Filings

10-Q 1 gm-20210930.htm 10-Q gm-20210930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q


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

For the quarterly period ended September 30, 2021


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

For the transition period from to

Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

27-0756180

(State or other jurisdiction of
incorporation or organization)

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

300 Renaissance Center,

Detroit,

Michigan

48265

-3000

(Address of principal executive offices)

(Zip Code)

(313) 667-1500

(Registrant’s telephone number, including area code)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 12, 2021 there were 1,451,860,294 shares of common stock outstanding.

INDEX


			Page
PART I
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Income Statements (Unaudited)		1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		1
	Condensed Consolidated Balance Sheets (Unaudited)		2
	Condensed Consolidated Statements of Cash Flows (Unaudited)		3
	Condensed Consolidated Statements of Equity (Unaudited)		4
	Notes to Condensed Consolidated Financial Statements		5
	Note 1.	Nature of Operations and Basis of Presentation	5
	Note 2.	Revenue	5
	Note 3.	Marketable and Other Securities	7
	Note 4.	GM Financial Receivables and Transactions	8
	Note 5.	Inventories	11
	Note 6.	Equipment on Operating Leases	12
	Note 7.	Equity in Net Assets of Nonconsolidated Affiliates	12
	Note 8.	Variable Interest Entities	13
	Note 9.	Debt	14
	Note 10.	Derivative Financial Instruments	15
	Note 11.	Accrued and Other Liabilities	17
	Note 12.	Pensions and Other Postretirement Benefits	18
	Note 13.	Commitments and Contingencies	18
	Note 14.	Income Taxes	21
	Note 15.	Restructuring and Other Initiatives	21
	Note 16.	Stockholders' Equity and Noncontrolling Interests	22
	Note 17.	Earnings Per Share	24

	Note 18.	Segment Reporting	24

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		46
Item 4.	Controls and Procedures		47
PART II
Item 1.	Legal Proceedings		48
Item 1A.	Risk Factors		48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		49
Item 6.	Exhibits		50
Signature			51

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

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


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net sales and revenue
Automotive	$	23,426	$	32,067	$	83,237	$	74,580
GM Financial	3,353		3,413		10,183		10,387
Total net sales and revenue (Note 2)	26,779		35,480		93,420		84,967
Costs and expenses
Automotive and other cost of sales	20,672		27,169		73,053		67,339
GM Financial interest, operating and other expenses	2,314		2,259		6,487		8,853
Automotive and other selling, general and administrative expense	2,148		1,628		6,076		4,908

Total costs and expenses	25,134		31,056		85,616		81,100
Operating income	1,645		4,424		7,804		3,867
Automotive interest expense	230		327		723		823
Interest income and other non-operating income, net	800		499		2,383		1,223

Equity income (Note 7)	323		309		1,015		389
Income before income taxes	2,538		4,905		10,479		4,656
Income tax expense (Note 14)	152		887		2,300		1,132


Net income	2,386		4,018		8,179		3,524
Net loss attributable to noncontrolling interests	34		27		99		57
Net income attributable to stockholders	$	2,420	$	4,045	$	8,278	$	3,581

Net income attributable to common stockholders	$	2,375	$	4,005	$	8,141	$	3,446

Earnings per share (Note 17)

Basic earnings per common share	$	1.64	$	2.80	$	5.61	$	2.41
Weighted-average common shares outstanding – basic	1,452		1,432		1,450		1,432


Diluted earnings per common share	$	1.62	$	2.78	$	5.55	$	2.40
Weighted-average common shares outstanding – diluted	1,467		1,439		1,467		1,439

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020			September 30, 2021		September 30, 2020
Net income	$	2,386	$	4,018		$	8,179	$	3,524
Other comprehensive income (loss), net of tax (Note 16)
Foreign currency translation adjustments and other	(210)		67			87		(964)
Defined benefit plans	197		(115)			385		163
Other comprehensive income (loss), net of tax	(13)		(48)			472		(801)
Comprehensive income	2,373		3,970			8,651		2,723
Comprehensive loss attributable to noncontrolling interests	40		21			112		59
Comprehensive income attributable to stockholders	$	2,413	$	3,991		$	8,763	$	2,782

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	September 30, 2021		December 31, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	17,365	$	19,992
Marketable debt securities (Note 3)	6,575		9,046

Accounts and notes receivable, net	8,091		8,035
GM Financial receivables, net (Note 4; Note 8 at VIEs)	25,093		26,209
Inventories (Note 5)	14,534		10,235

Other current assets (Note 3; Note 8 at VIEs)	6,133		7,407
Total current assets	77,791		80,924
Non-current Assets

GM Financial receivables, net (Note 4; Note 8 at VIEs)	34,645		31,783
Equity in net assets of nonconsolidated affiliates (Note 7)	9,234		8,406
Property, net	39,637		37,632
Goodwill and intangible assets, net	5,126		5,230
Equipment on operating leases, net (Note 6; Note 8 at VIEs)	39,657		39,819
Deferred income taxes	22,245		24,136
Other assets (Note 3; Note 8 at VIEs)	10,222		7,264
Total non-current assets	160,766		154,270
Total Assets	$	238,557	$	235,194

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	18,648	$	19,928
Short-term debt and current portion of long-term debt (Note 9)
Automotive	476		1,276
GM Financial (Note 8 at VIEs)	34,343		35,637
Accrued liabilities (Note 11)	18,484		23,069
Total current liabilities	71,951		79,910
Non-current Liabilities
Long-term debt (Note 9)
Automotive	16,372		16,193
GM Financial (Note 8 at VIEs)	57,762		56,788
Postretirement benefits other than pensions (Note 12)	6,111		6,277
Pensions (Note 12)	10,822		12,902
Other liabilities (Note 11)	15,218		13,447
Total non-current liabilities	106,285		105,607
Total Liabilities	178,236		185,517
Commitments and contingencies (Note 13)
Equity (Note 16)
Common stock, $0.01 par value	15		14
Additional paid-in capital	26,926		26,542
Retained earnings	40,212		31,962
Accumulated other comprehensive loss	(13,003)		(13,488)
Total stockholders’ equity	54,150		45,030
Noncontrolling interests	6,171		4,647
Total Equity	60,321		49,677
Total Liabilities and Equity	$	238,557	$	235,194

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


	Nine Months Ended
	September 30, 2021		September 30, 2020
Cash flows from operating activities
Net income	$	8,179	$	3,524
Depreciation and impairment of Equipment on operating leases, net	4,757		5,518
Depreciation, amortization and impairment charges on Property, net	4,357		4,217
Foreign currency remeasurement and transaction (gains) losses	(59)		50

Undistributed earnings (loss) of nonconsolidated affiliates, net	(306)		137
Pension contributions and OPEB payments	(624)		(610)
Pension and OPEB income, net	(1,205)		(754)

Provision for deferred taxes	1,963		700
Change in other operating assets and liabilities	(8,683)		(2,805)




Net cash provided by operating activities	8,379		9,977
Cash flows from investing activities
Expenditures for property	(4,310)		(3,328)
Available-for-sale marketable securities, acquisitions	(5,784)		(12,190)

Available-for-sale marketable securities, liquidations	8,236		7,018






Purchases of finance receivables, net	(25,518)		(22,294)
Principal collections and recoveries on finance receivables	18,297		14,622
Purchases of leased vehicles, net	(16,698)		(10,468)
Proceeds from termination of leased vehicles	15,513		9,937
Other investing activities	(675)		(116)


Net cash used in investing activities	(10,939)		(16,819)
Cash flows from financing activities
Net increase in short-term debt	3,203		580
Proceeds from issuance of debt (original maturities greater than three months)	34,843		64,931
Payments on debt (original maturities greater than three months)	(38,266)		(50,659)
Proceeds from issuance of subsidiary preferred stock (Note 16)	1,736		492
Dividends paid	(170)		(653)
Other financing activities	(134)		(532)


Net cash provided by financing activities	1,212		14,159
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(118)		(404)
Net increase (decrease) in cash, cash equivalents and restricted cash	(1,466)		6,913
Cash, cash equivalents and restricted cash at beginning of period	23,117		22,943
Cash, cash equivalents and restricted cash at end of period	$	21,651	$	29,856








Significant Non-cash Investing and Financing Activity
Non-cash property additions	$	4,311	$	2,448

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions) (Unaudited)


	Common Stockholders’								Noncontrolling Interests		Total Equity
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss
Balance at January 1, 2020	$	14	$	26,074	$	26,860	$	(11,156)	$	4,165	$	45,957
Adoption of accounting standards	—		—		(660)		—		—		(660)
Net income	—		—		294		—		(8)		286
Other comprehensive loss	—		—		—		(644)		(12)		(656)

Issuance of subsidiary preferred stock	—		—		—		—		26		26
Purchase of common stock	—		(57)		(33)		—		—		(90)

Stock based compensation	—		(3)		(7)		—		—		(10)
Cash dividends paid on common stock	—		—		(545)		—		—		(545)
Dividends to noncontrolling interests	—		—		—		—		(4)		(4)
Other	—		—		(24)		—		37		13
Balance at March 31, 2020	14		26,014		25,885		(11,800)		4,204		44,317
Net loss	—		—		(758)		—		(22)		(780)
Other comprehensive loss	—		—		—		(101)		4		(97)
Issuance of subsidiary preferred stock	—		—		—		—		26		26
Stock based compensation	—		73		—		—		—		73

Dividends to noncontrolling interests	—		—		—		—		(39)		(39)
Other	—		—		(23)		—		16		(7)
Balance at June 30, 2020	14		26,087		25,104		(11,901)		4,189		43,493
Net income	—		—		4,045		—		(27)		4,018
Other comprehensive loss	—		—		—		(54)		6		(48)
Issuance of subsidiary preferred stock (Note 16)	—		—		—		—		492		492
Stock based compensation	—		61		—		—		—		61


Other	—		—		(15)		—		7		(8)
Balance at September 30, 2020	$	14	$	26,148	$	29,134	$	(11,955)	$	4,667	$	48,008

Balance at January 1, 2021	$	14	$	26,542	$	31,962	$	(13,488)	$	4,647	$	49,677

Net income	—		—		3,022		—		(8)		3,014
Other comprehensive income	—		—		—		162		(7)		155
Issuance of subsidiary preferred stock (Note 16)	—		—		—		—		1,537		1,537



Stock based compensation	—		132		—		—		—		132

Dividends to noncontrolling interests	—		—		—		—		(61)		(61)
Other	—		(7)		4		—		(8)		(11)
Balance at March 31, 2021	14		26,667		34,988		(13,326)		6,100		54,443
Net income	—		—		2,836		—		(57)		2,779
Other comprehensive income	—		—		—		330		—		330
Issuance of subsidiary preferred stock (Note 16)	—		—		—		—		199		199



Stock based compensation	—		177		(4)		—		—		173

Dividends to noncontrolling interests	—		—		—		—		(64)		(64)
Other	1		—		(14)		—		29		16
Balance at June 30, 2021	15		26,844		37,806		(12,996)		6,207		57,876
Net income	—		—		2,420		—		(34)		2,386
Other comprehensive loss	—		—		—		(7)		(6)		(13)

Stock based compensation	—		82		1		—		—		83

Dividends to noncontrolling interests	—		—		—		—		(1)		(1)
Other	—		—		(15)		—		5		(10)
Balance at September 30, 2021	$	15	$	26,926	$	40,212	$	(13,003)	$	6,171	$	60,321

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

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

General Motors Company (sometimes referred to in this Quarterly Report on Form 10-Q as we, our, us, ourselves, the Company, General Motors or GM) designs, builds and sells trucks, crossovers, cars and automobile parts worldwide and is investing in and growing an autonomous vehicle business. We also provide automotive financing services through General Motors Financial Company, Inc. (GM Financial). We analyze the results of our operations through the following segments: GM North America (GMNA), GM International (GMI), Cruise, and GM Financial. Cruise is our global segment responsible for the development and commercialization of autonomous vehicle technology. Nonsegment operations are classified as Corporate. Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures and certain nonsegment-specific revenues and expenses.

The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2020 Form 10-K. Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions.

Principles of Consolidation We consolidate entities that we control due to ownership of a majority voting interest and we consolidate variable interest entities (VIEs) when we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Our share of earnings or losses of nonconsolidated affiliates is included in our consolidated operating results using the equity method of accounting when we are able to exercise significant influence over the operating and financial decisions of the affiliate.

GM Financial The amounts presented for GM Financial have been adjusted to reflect the impact on GM Financial's deferred tax positions and provision for income taxes resulting from the inclusion of GM Financial in our consolidated tax return and to eliminate the effect of transactions between GM Financial and the other members of the consolidated group. Accordingly, the amounts presented will differ from those presented by GM Financial on a stand-alone basis.

Note 2. Revenue

The following table disaggregates our revenue by major source:


	Three Months Ended September 30, 2021
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/Reclassifications		Total
Vehicle, parts and accessories	$	19,633	$	2,548	$	6	$	22,187	$	—	$	—	$	—	$	22,187
Used vehicles	115		14		—		129		—		—		—		129
Services and other	806		281		21		1,108		26		—		(24)		1,110
Automotive net sales and revenue	20,554		2,843		27		23,424		26		—		(24)		23,426
Leased vehicle income	—		—		—		—		—		2,246		—		2,246
Finance charge income	—		—		—		—		—		1,035		—		1,035
Other income	—		—		—		—		—		73		(1)		72
GM Financial net sales and revenue	—		—		—		—		—		3,354		(1)		3,353
Net sales and revenue	$	20,554	$	2,843	$	27	$	23,424	$	26	$	3,354	$	(25)	$	26,779

Table of Contents

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)


	Three Months Ended September 30, 2020
	GMNA		GMI		Corporate		Total Automotive		Cruise		GM Financial		Eliminations/ Reclassifications		Total
Vehicle, parts and accessories	$	28,143	$	2,513	$	—	$	30,656	$	—	$	—	$	—	$	30,656
Used vehicles	185		23		6		214		—		—		—		214
Services and other	800		199		197		1,196		26		—		(25)		1,197
Automotive net sales and revenue	29,128		2,735		203		32,066		26		—		(25)		32,067
Leased vehicle income	—		—		—		—		—		2,354		—		2,354
Finance charge income	—		—		—		—		—		999		—		999
Other income	—		—		—		—		—		68		(8)		60
GM Financial net sales and revenue	—		—		—		—		—		3,421		(8)		3,413
Net sales and revenue	$	29,128	$	2,735	$	203	$