-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYdx2OAb6DP7aLhGaQyXZUfwHB2y8/qhLbZy6LaGOnq8hMBQzyIgJqhL5xcPDHcU GzoGWw6PSJZeQpb0vgDG/w== 0000950137-07-007962.txt : 20070524 0000950137-07-007962.hdr.sgml : 20070524 20070523194717 ACCESSION NUMBER: 0000950137-07-007962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070523 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00043 FILM NUMBER: 07875049 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 8-K 1 k15514e8vk.txt CURRENT REPORT DATED MAY 23, 2007 ================================================================================ 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) MAY 23, 2007 GENERAL MOTORS CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 38-0572515 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.)
300 RENAISSANCE CENTER, DETROIT, MICHIGAN 48265-3000 (Address of Principal Executive Offices) (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 8.01 OTHER EVENTS This Form 8-K is being filed in contemplation of a public capital market transaction. Potential Sale of Allison Transmission As previously disclosed, General Motors Corporation ("General Motors" or "GM") is considering measures to strengthen liquidity and focus on its core business of designing, manufacturing, and selling cars and light trucks globally. Among other items, GM is currently discussing the potential sale of its Allison Transmission business ("Allison Transmission") with a number of potential buyers. At March 31, 2007 and currently, GM management believes that the potential sale of Allison Transmission does not meet the held for sale criteria outlined in paragraph 30 of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). However, in contemplation of a public capital market transaction under the Securities Act of 1933, GM is filing this Form 8-K to provide pro forma financial information under Article 11 of Regulation S-X for the potential sale of Allison Transmission. At the current time, GM management believes that a sale of Allison Transmission is probable, subject to union, regulatory, and other approvals. In Exhibit 99.1 to this Form 8-K, GM has provided unaudited pro forma financial information reflecting Allison Transmission's assets and liabilities as held for sale as of March 31, 2007, and reporting its operations as discontinued for the three months ended March 31, 2007 and 2006, and for the years ended December 31, 2006, 2005, and 2004. GM's management believes that the probable disposition of Allison Transmission will qualify as discontinued operations based on GM's current plans for such disposition under SFAS No. 144. Liquidity As of May 22, 2007, General Motors had obtained non-binding lender commitments to provide a secured revolving credit facility in an aggregate principal amount of approximately $4.1 billion. GM anticipates that the facility will be secured by GM's common equity interest in GMAC LLC ("GMAC") and will mature 364 days after the date that the definitive agreements are executed. The credit facility could be used for general corporate purposes, including working capital needs. These commitments are subject to a number of conditions, including negotiation of definitive agreements. Consequently, there can be no assurance that GM will ultimately enter into the contemplated credit facility, and if the transaction to establish this facility is successfully closed, GM's ability to borrow under the facility will be subject to customary conditions and limitations. SEC Matters General Motors has received a document request from the U.S. Securities and Exchange Commission (SEC) relating to GM's disclosure in its most recent Annual Report on Form 10-K regarding the restatement of its previously filed financial statements in connection with GM's accounting for certain foreign exchange contracts and commodities contracts in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS No. 133). GM will continue to cooperate on this and all other SEC matters and is preparing to provide the requested information. Additionally, as previously disclosed in GMAC filings with the SEC, GMAC has received a letter from the SEC's Division of Corporation Finance on its 2005 Annual Report on Form 10-K and subsequent filings pertaining to hedging relationship testing methodologies and consideration of credit ratings in assessing hedge effectiveness for purposes of SFAS No. 133. GMAC has advised us that they continue to work with the SEC on these matters. A negative outcome could require GM to restate prior financial results. Delphi Negotiations GM continues to negotiate with Delphi Corporation ("Delphi") and certain potential investors in Delphi regarding arrangements that would permit Delphi to emerge from bankruptcy proceedings. We anticipate that the arrangements contemplated by the framework support agreement among Delphi, GM, and potential investors, described in the Current Report on Form 8-K dated December 18, 2006 and subsequent filings by GM, will be modified to reflect a number of items, including the withdrawal of Cerberus Capital Management as a plan investor. GM currently expects that under the modified agreement the consideration it would receive upon the termination of Delphi's bankruptcy proceedings would not materially differ from previous arrangements described by GM, although the composition may be altered. General Motors has received proposals from Delphi and from the United Auto Workers Union regarding support to be provided by GM as part of Delphi's restructuring, and believes that the proposals provide a basis for continuing productive negotiations. GM intends to update its estimate of contingent exposures related to Delphi as appropriate to reflect the outcome of all negotiations. Based on the current status of all such negotiations, GM believes it is appropriate to update the previously disclosed range of contingent exposures between $6 billion and $7.5 billion to approximately $7 billion. GM currently expects to reimburse Delphi for certain labor expenses with an initial payment of up to approximately $500 million when it emerges from bankruptcy, and provide annual labor-related payments between $300 million and $400 million and annual transitional payments of approximately $100 million. The total amount of the contingent liability and the specific amounts and periods that such subsidies would be paid, are still subject to negotiation. GM continues to expect that the cost of these reimbursements will be more than offset in the long term by its savings from reductions to the $2 billion price penalty it now pays Delphi annually for systems, components, and parts. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (B) PRO FORMA FINANCIAL INFORMATION The unaudited pro forma condensed consolidated financial statements of GM as of March 31, 2007 and for the three months ended March 31, 2007 and 2006, and for the years ended December 31, 2006, 2005, and 2004 that give effect to held for sale and discontinued operations presentation related to General Motors' Allison Transmission business, as discussed above in item 8.01, are attached as Exhibit 99.1. (D) EXHIBITS
Exhibit Description - ------- ----------- 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of General Motors Corporation, as of March 31, 2007 and for the three months ended March 31, 2007 and 2006, and for the years ended December 31, 2006, 2005, and 2004.
SIGNATURES 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 CORPORATION (Registrant) Date: May 23, 2007 By: /s/ Nick S. Cyprus ------------------------------------ Nick S. Cyprus, Controller and Chief Accounting Officer EX-99.1 2 k15514exv99w1.txt UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.1 PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Introduction In contemplation of a public capital market transaction, General Motors Corporation ("General Motors" or "GM") is filing this Form 8-K to provide pro forma financial information under Article 11 of Regulation S-X for the potential sale of its Allison Transmission business ("Allison Transmission"). At this time, GM's management believes that a sale of Allison Transmission is probable. Allison Transmission is the leading manufacturer of automatic transmissions for commercial and military vehicles. It designs, engineers, manufactures and sells automatic and power shift transmissions, product parts and support through a worldwide distribution network and sales offices throughout North America, South America, Europe, Africa and Asia. The following unaudited pro forma condensed consolidated financial statements as of March 31, 2007 and for the three months ended March 31, 2007 and 2006, and for the years ended December 31, 2006, 2005 and 2004 have been derived from the historical consolidated financial statements of GM. The unaudited pro forma condensed consolidated statements of operations giving effect to Allison Transmission as a discontinued operation for the three months ended March 31, 2007 and 2006 and for the years ended December 31, 2006, 2005 and 2004 reflect adjustments as if such classification had taken place at January 1, 2004. In the unaudited pro forma condensed consolidated balance sheet as of March 31, 2007, the historical assets and liabilities of Allison Transmission have been presented separately in the assets and liabilities sections, respectively, as held for sale in the unaudited pro forma condensed consolidated balance sheet as if such classification had taken place on March 31, 2007. As discussions for a potential sale are still ongoing, the specific assets and liabilities which may or may not be included in a sale transaction are not known. The assets and liabilities are reflected at their respective carrying amounts, which is the lower of its carrying amount or fair value less costs to sell, since GM management believes a gain will be recognized on any potential sale. Also, any proceeds that would be received from the sale of Allison Transmission have not been contemplated in these pro forma financial statements. GM's management believes that the probable disposition of Allison Transmission will qualify as discontinued operations under Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, based on GM's current plans for such disposition. The unaudited pro forma adjustments are based upon available information and certain assumptions that GM's management believes are reasonable. The unaudited pro forma condensed consolidated financial statements are for informational purposes only and are not intended to represent or be indicative of the consolidated results of operations or financial position that GM would have reported had any such sale of Allison Transmission been completed on the dates indicated, and should not be taken as representative of GM's future consolidated results of operations or financial position. These unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with the General Motors Corporation's Quarterly Report on Form 10-Q for the period ended March 31, 2007 and its Annual Report on Form 10-K for the year ended December 31, 2006. GENERAL MOTORS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 2007 (DOLLARS IN MILLIONS)
GM PRO FORMA TOTAL HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents ........................................ $ 20,923 $ (9)(A) $ 20,914 Marketable securities ............................................ 159 -- 159 -------- ----- -------- Total cash and marketable securities .......................... 21,082 (9) 21,073 Accounts and notes receivable, net ............................... 9,697 (90)(A) 9,607 Inventories ...................................................... 15,431 (126)(A) 15,305 Equipment on operating leases, net ............................... 5,650 -- 5,650 Assets held for sale ............................................. -- 636(A) 636 Deferred income taxes and other current assets ................... 12,143 (23)(A) 12,120 -------- ----- -------- Total current assets .......................................... 64,003 388 64,391 FINANCING AND INSURANCE OPERATIONS ASSETS Cash and cash equivalents ........................................ 301 -- 301 Investments in securities ........................................ 187 -- 187 Equipment on operating leases, net ............................... 10,457 -- 10,457 Investment in GMAC LLC ........................................... 7,355 -- 7,355 Other assets ..................................................... 3,684 -- 3,684 -------- ----- -------- Total Financing and Insurance Operations Assets ............... 21,984 -- 21,984 NON-CURRENT ASSETS Property, net .................................................... 41,612 (388)(A) 41,224 Deferred income taxes ............................................ 32,476 -- 32,476 Prepaid pension .................................................. 17,639 -- 17,639 Other assets ..................................................... 7,484 -- 7,484 -------- ----- -------- Total non-current assets ...................................... 99,211 (388) 98,823 -------- ----- -------- TOTAL ASSETS ..................................................... $185,198 $ -- $185,198 ======== ===== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable (principally trade) ............................. $ 30,065 $(156)(A) $ 29,909 Short-term borrowings and current portion of long-term debt ...... 4,834 -- 4,834 Liabilities related to assets held for sale ...................... -- 486(A) 486 Accrued expenses ................................................. 34,518 (210)(A) 34,308 -------- ----- -------- Total current liabilities ..................................... 69,417 120 69,537 FINANCING AND INSURANCE OPERATIONS LIABILITIES Accounts payable ................................................. 133 -- 133 Debt ............................................................. 8,297 -- 8,297 Other liabilities and deferred income taxes ...................... 1,572 -- 1,572 -------- ----- -------- Total Financing and Insurance Operations Liabilities .......... 10,002 -- 10,002 NON-CURRENT LIABILITIES Long-term debt ................................................... 33,120 -- 33,120 Postretirement benefits other than pensions ...................... 48,998 -- 48,998 Pensions ......................................................... 11,293 -- 11,293 Other liabilities and deferred income taxes ...................... 15,570 (120)(A) 15,450 -------- ----- -------- Total non-current liabilities ................................. 108,981 (120) 108,861 -------- ----- -------- Total liabilities ........................................... 188,400 -- 188,400 Minority interests ............................................... 1,145 -- 1,145 Total Stockholders' Deficit ...................................... (4,347) -- (4,347) -------- ----- -------- TOTAL LIABILITIES, MINORITY INTERESTS AND STOCKHOLDER'S DEFICIT .. $185,198 $ -- $185,198 ======== ===== ========
The accompanying notes are an integral part of the unaudited Pro Forma Condensed Consolidated Financial Statements. GENERAL MOTORS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
GM PRO FORMA TOTAL HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- Net sales and revenue Automotive sales ................................. $42,923 $ (540)(A) $42,383 Financial services and insurance revenue ......... 986 -- 986 ------- ------ ------- Total net sales and revenue ......................... 43,909 (540) 43,369 ------- ------ ------- Costs and expenses Automotive cost of sales ......................... 39,047 (314)(A) 38,733 Selling, general, and administrative expense ..... 3,375 (65)(A) 3,310 Financial services and insurance expense ......... 883 -- 883 ------- ------ ------- Total costs and expenses ............................ 43,305 (379) 42,926 ------- ------ ------- Operating income ................................. 604 (161) 443 Equity in loss of GMAC LLC .......................... (183) -- (183) Automotive and other interest expense ............... (799) -- (799) Automotive interest income and other non-operating income ............................. 386 -- 386 ------- ------ ------- Income(loss) from continuing operations before income taxes, other equity income and minority interests ........................................ 8 (161) (153) Income tax benefit .................................. -- (60)(C) (60) Equity income and minority interests, net of tax .... 54 -- 54 ------- ------ ------- Income(loss) from continuing operations ............. 62 (101) (39) ======= ====== ======= BASIC EARNINGS PER SHARE: Earnings(loss) per share from continuing operations ....................................... $ .11 $ (.07)(B) ======= ======= Weighted average common shares outstanding (millions) ....................................... 566 566 ======= ======= DILUTED EARNINGS PER SHARE: Earnings(loss) per share from continuing operations ....................................... $ .11 $ (.07)(B) ======= ======= Weighted average common shares outstanding (millions) ....................................... 567 567 ======= =======
The accompanying notes are an integral part of the unaudited Pro Forma Condensed Consolidated Financial Statements GENERAL MOTORS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
GM PRO FORMA TOTAL HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- Net sales and revenue Automotive sales ................................. $43,529 $(529)(A) $ 43,000 Financial services and insurance revenue ......... 8,847 -- 8,847 ------- ----- -------- Total net sales and revenue ......................... 52,376 (529) 51,847 ------- ----- -------- Costs and expenses Automotive cost of sales ......................... 40,073 (331)(A) 39,742 Selling, general, and administrative expense ..... 3,427 (62)(A) 3,365 Financial services and insurance expense ......... 8,285 -- 8,285 ------- ----- -------- Total costs and expenses ............................ 51,785 (393) 51,392 ------- ----- -------- Operating income ................................. 591 (136) 455 Automotive and other interest expense ............... (638) -- (638) Automotive interest income and other non-operating income ........................................... 798 (1)(A) 797 ------- ----- -------- Income from continuing operations before income taxes, other equity income and minority interests ........................................ 751 (137) 614 Income tax expense (benefit) ........................ 232 (51)(C) 181 Equity income and minority interests, net of tax .... 83 -- 83 ------- ----- -------- Income from continuing operations ................... $ 602 $ (86) $ 516 ======= ===== ======== BASIC EARNINGS PER SHARE: Earnings per share from continuing operations ....... $ 1.06 $ .91(B) ======= ======== Weighted average common shares outstanding (millions) ....................................... 566 566 ======= ======== DILUTED EARNINGS PER SHARE: Earnings per share from continuing operations ....... $ 1.06 $ .91(B) ======= ======== Weighted average common shares outstanding (millions) ....................................... 569 569 ======= ========
The accompanying notes are an integral part of the unaudited Pro Forma Condensed Consolidated Financial Statements. GENERAL MOTORS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
GM PRO FORMA TOTAL HISTORICAL ADJUSTMENTS PRO FORMA ------------ ----------- --------- SEE NOTE (1) Net sales and revenue Automotive sales ................................ $172,927 $(2,180)(A) $170,747 Financial services and insurance revenue ........ 34,422 -- 34,422 -------- ------- -------- Total net sales and revenue ........................ 207,349 (2,180) 205,169 -------- ------- -------- Costs and expenses Automotive cost of sales ........................ 164,682 (1,391)(A) 163,291 Selling, general, and administrative expense .... 13,903 (253)(A) 13,650 Financial services and insurance expense ........ 29,551 -- 29,551 Other expenses .................................. 4,238 -- 4,238 -------- ------- -------- Total costs and expenses ........................... 212,374 (1,644) 210,730 -------- ------- -------- Operating loss .................................. (5,025) (536) (5,561) Equity in loss of GMAC LLC ......................... (5) -- (5) Automotive and other interest expense .............. (2,643) -- (2,643) Automotive interest income and other non-operating income ............................ 2,721 (1)(A) 2,720 -------- ------- -------- Loss from continuing operations before income taxes, other equity income and minority interests ....................................... (4,952) (537) (5,489) Income tax benefit ................................. (2,785) (199)(C) (2,984) Equity income and minority interests, net of tax ............................................. 189 -- 189 -------- ------- -------- Loss from continuing operations .................... $ (1,978) $ (338) $ (2,316) ======== ======= ======== BASIC EARNINGS PER SHARE: Loss per share from continuing operations .......... $ (3.50) $ (4.09)(B) ======== ======== Weighted average common shares outstanding (millions) ...................................... 566 566 ======== ======== DILUTED EARNINGS PER SHARE: Loss per share from continuing operations .......... $ (3.50) $ (4.09)(B) ======== ======== Weighted average common shares outstanding (millions) ...................................... 566 566 ======== ========
The accompanying notes are an integral part of the unaudited Pro Forma Condensed Consolidated Financial Statements. GENERAL MOTORS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
GM PRO FORMA TOTAL HISTORICAL ADJUSTMENTS PRO FORMA ------------ ----------- --------- SEE NOTE (1) Net sales and revenue Automotive sales............................ $160,228 $(1,773)(A) $158,455 Financial services and insurance revenue.... 34,427 -- 34,427 -------- ------- -------- Total net sales and revenue.................... 194,655 (1,773) 192,882 -------- ------- -------- Costs and expenses Automotive cost of sales.................... 158,887 (1,166)(A) 157,721 Selling, general, and administrative expense 13,201 (261)(A) 12,940 Financial services and insurance expense.... 30,813 -- 30,813 Other expenses.............................. 7,024 -- 7,024 -------- ------- -------- Total costs and expenses....................... 209,925 (1,427) 208,498 -------- ------- -------- Operating loss.............................. (15,270) (346) (15,616) Automotive and other interest expense.......... (2,536) -- (2,536) Automotive interest income and other non-operating income......................... 1,066 (3)(A) 1,063 -------- ------- -------- Income (loss) from continuing operations before income taxes, other equity income (loss) and minority interests............... (16,740) (349) (17,089) Income tax expense............................. (5,870) (125)(C) (5,995) Equity income and minority interests, net of tax......................................... 562 -- 562 -------- ------- -------- Loss from continuing operations................ (10,308) (224) (10,532) ======== ======= ======== BASIC EARNINGS PER SHARE: Loss per share from continuing operations...... $ (18.23) $ (18.62)(B) ======== ======== Weighted average common shares outstanding (millions)................................... 565 565 ======== ======== DILUTED EARNINGS PER SHARE: Loss per share from continuing operations...... $ (18.23) $ (18.62)(B) ======== ======== Weighted average common shares outstanding (millions).................................. 565 565 ======== ========
The accompanying notes are an integral part of the unaudited Pro Forma Condensed Consolidated Financial Statements. GENERAL MOTORS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
GM PRO FORMA TOTAL HISTORICAL ADJUSTMENTS PRO FORMA ------------ ----------- --------- SEE NOTE (1) Net sales and revenue Automotive sales............................ $163,341 $(1,676)(A) $161,665 Financial services and insurance revenue.... 32,010 -- 32,010 -------- ------- -------- Total net sales and revenue.................... 195,351 (1,676) 193,675 -------- ------- -------- Costs and expenses Automotive cost of sales.................... 152,115 (1,063)(A) 151,052 Selling, general, and administrative expense.................................. 11,852 (244)(A) 11,608 Financial services and insurance expense.... 28,057 -- 28,057 Other expenses.............................. 1,584 -- 1,584 -------- ------- -------- Total costs and expenses....................... 193,608 (1,307) 192,301 -------- ------- -------- Operating income............................ 1,743 (369) 1,374 Automotive and other interest expense.......... (2,288) -- (2,288) Automotive interest income and other non-operating income........................ 1,400 (3)(A) 1,397 -------- ------- -------- Income from continuing operations before income taxes, other equity income and minority interests.......................... 855 (372) 483 Income tax expense (benefit)................... (1,126) (138) (C) (1,264) Equity income and minority interests, net of tax......................................... 720 -- 720 -------- ------- -------- Income from continuing operations.............. $ 2,701 $ (234) $ 2,467 ======== ======= ======== BASIC EARNINGS PER SHARE: Earnings per share from continuing operations.. $ 4.78 $ 4.37(B) ======== ======== Weighted average common shares outstanding (millions).................................. 565 565 ======== ======== DILUTED EARNINGS PER SHARE: Earnings per share from continuing operations.. $ 4.76 $ 4.35(B) ======== ======== Weighted average common shares outstanding (millions).................................. 567 567 ======== ========
The accompanying notes are an integral part of the unaudited Pro Forma Condensed Consolidated Financial Statements. GENERAL MOTORS CORPORATION AND SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (A) Amounts have been derived from the consolidated financial statements and accounting records of General Motors Corporation using the historical basis of assets and liabilities and historical results of operations related to the Allison Transmission business. Certain historical operations of Allison Transmission were maintained on separate accounting records of the business unit. While the historical results of operations of Allison Transmission include general corporate allocations for certain functions historically provided by GM, such as consolidation accounting, treasury, tax, human resources, facility maintenance and other services, for the purposes of these pro forma financial statements no amounts for these general corporate expenses have been allocated to discontinued operations in the pro forma adjustments. Allocations have been made for other costs such as employee pension costs and share based payments to employees based upon a reasonable and rational allocation method. (B) Basic earnings per share have been computed by dividing income from continuing operations by the respective weighted average number of common shares outstanding during the period. Diluted earnings per share considers the effect of potential common shares unless the inclusion of the potential common shares would have an antidilutive effect. The effect of share-based awards currently held by employees of Allison Transmission has not been eliminated from the weighted average number of shares outstanding for purposes of computing the weighted average shares outstanding and the effects would not be significant. (C) For all periods presented, the effective tax rate was used. NOTE: (1) During the first quarter of 2007, GM changed its income statement presentation to present costs and expenses of its Financing and Insurance Operations ("FIO") as a separate line item. In so doing, GM reclassified FIO's portion of selling, general and administrative expenses and interest expense to the income statement caption "financial services and insurance expense". Also, Automotive and other interest expense have been presented within non-operating income and expenses. Certain reclassifications have been made to the comparable 2006 financial information for the three months ended March 31, 2006 and for the years ended December 31, 2006, 2005 and 2004 to conform to the current period presentation. -----END PRIVACY-ENHANCED MESSAGE-----