8-K

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) June 2, 2009

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	38-0572515
(State or other jurisdiction of incorporation)	(I.R.S. Employer 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 7.01 Regulation FD Disclosure

On June 2, 2009, General Motors Corporation (“GM”) provided the presentation materials attached hereto as Exhibit 99.1 in connection with a Financial Analysts and Media Conference Call held on that day. Copies of the webcast of the conference call and of the materials are available on GM’s website, at http://media.gm.com. The presentation materials contain a non-GAAP financial measure, as defined in Regulation G. The reconciliation of this non-GAAP financial measure to the closest equivalent item presented in accordance with generally accepted accounting principles in the United States is attached as Exhibit 99.2.

ITEM 9.01 Financial Statements and Exhibits

Number	Description
99.1	Presentation Materials, Financial Analysts and Media Conference Call, June 2, 2009
99.2	Reconciliation of non-GAAP financial measure

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)
June 3, 2009	By:	/s/    Nick S. Cyprus
(Date)		Nick S. Cyprus
		Controller and Chief Accounting Officer

EXHIBIT INDEX

Number	Description
99.1	Presentation Materials, Financial Analysts and Media Conference Call, June 2, 2009
99.2	Reconciliation of non-GAAP financial measure

EX-99.1

The New GM

June 2, 2009

Exhibit 99.1

2

Forward-Looking Statements

In this presentation and in related comments by our management, our use of the words

“plan,”

“expect,”

“anticipate,”

“ensure,”

“promote,”

“believe,”

“improve,”

“intend,”

“enable,”

“continue,”

“will,”

“may,”

“would,”

“could,”

“should,”

“project,”

“positioned”

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

might include: our ability to have the 363 sale approved by the Bankruptcy Court and to

complete it on an expedited timeline; our ability to sustain vehicle sales in the U.S. and

globally

while

we

carry

out

our

restructuring

plans;

the

ability

of

our

foreign

subsidiaries

to

restructure, enter into the new investment arrangements they have announced, and receive

other financial support from their local governments; our ability to build consumers’

confidence

in

our

viability

following

Chapter

11

proceedings

and

to

continue

to

attract

customers, particularly for our new products; our ability to continue to sell, spin-off or phase

out some of our brands, to manage the distribution channels for our products, and to

complete

other

planned

asset

sales;

and

the

overall

strength

and

stability

of

general

economic conditions and of the automotive industry, both in the U.S. and globally. 

Our most recent reports on SEC Forms 10-K, 10-Q and 8-K provide information about these

and other factors, which may be revised or supplemented in future reports to the SEC on

those forms.

3

Observations & Results

2005 to 2009

•

From 2005 through 2009, GM experienced substantial deterioration

in

financial

results

and

condition,

including

OCF

burn

of

more

than

$40B

and

decay in reported net worth by more than $100B

•

Business challenges massive and diverse, driven by GMNA and continued

drain from managing and servicing legacy obligations (>$100B over the last

15 years)

–

GME also critical situation

–

GMAC losses, largely driven by ResCap

•

Some critical pillars put in place

–

Global expansion and leverage

–

Developed

many

outstanding

cars,

trucks,

crossovers,

powertrains

and

advanced technology

–

Significant capacity workforce reductions, competitive manufacturing, efficiency

improvements, quality improvements and strong global supply chain support

4

Situational Analysis

Late 2008

•

Massive cash burn depleted reserves in GMNA, Europe and other

operations

•

Critical situation at GMAC as global capital markets and credit availability

highly constrained

•

Lowest industry per-capita sales levels post-WWII in U.S. and almost

equally depressed levels in Europe

–

4Q08 year-over-year U.S. industry decline of 34%; 20% for European industry

–

Global economic linkages significantly undermining emerging market growth

–

China the only exception

•

Fundamental operating challenges at GM magnified by disastrous industry

environment

–

Overcapacity

–

Excess manpower (hourly and salaried)

–

Excess dealers

–

Excess and under-resourced brands with too many nameplates

–

High breakeven point

–

Excess dealer stock

•

Continued drag from Delphi bankruptcy

5

The Last 60 Days

•

Extensive due diligence with Presidential Task Force on Autos

•

April 27 “deeper and faster”

restructuring plan

•

UAW and UAW VEBA negotiations completed

–

Competitive with U.S. transplants

•

CAW labor negotiations completed

–

Competitive with Canadian transplants

•

Progressed with brand and dealer consolidation plans

•

Capacity and production actions to better align inventory with demand

•

Concluded European investor search and obtained German bridge loan

•

Shored up other subsidiary liquidity

•

GMAC bolstered capital position and expanded access to liquidity

6

The Last 60 Days (continued)

•

Launched bond exchange

•

Finalized contingency plans

•

Obtained

support

of

bondholders

for

“363”

sale

process

•

Reached agreement with UST and Canadian and Ontario governments on

DIP Financing arrangements and future capital structure

•

Reached agreement with Delphi on revised Plan of Reorganization

•

Announced MoU

with purchaser for HUMMER

•

Continued to launch great vehicles around the world (Chevrolet Camaro

in

U.S., and Chevrolet Cruze

in China)

•

Continued commitment to fuel economy and greenhouse gas reduction

–

Announced

collaborative

effort

with

Segway

to

develop

personal

urban

mobility

vehicles to address urban congestion

–

Announced formation of GM/University of Michigan Technology Institute for

development

of

advanced

technologies

-

with

emphasis

on

advanced

battery

development

7

UAW Agreements

Modifications to 2007 GM UAW Agreement

•

On May 29, UAW ratified modifications to 2007 GM-UAW Agreement

addressing U.S. Treasury loan provisions

–

Agreement to fund New VEBA with greater than 50% equity

–

Significant modifications essentially close active wage and benefit gap to U.S.

transplants

and

attain

cost

/

cash

savings

comprehended

in

April

27

Viability

Plan, including:

•

Skilled trades classifications reduced and work practice improvements

•

Greater utilization of temporary workers and no cap on Tier 2 workers thru 2015

•

JOBS, COLA and performance bonuses suspended

•

Changes to holiday schedule, vacation and overtime rules

•

Special Attrition Program

•

Other provisions include:

–

Commitment to reinvest in an idled U.S. assembly and stamping facility to

profitably produce small & compact cars

–

Maintaining sourcing commitments to 5 U.S. Delphi facilities

8

UAW VEBA Agreement

Key Terms

•

GM to continue PAYGO through 2H09

–

Estimated $1.2B, net of health care plan changes

•

UAW will reverse $1.8B in “pension pass through”

from 2007 Agreement

•

UAW VEBA to be funded with:

–

Transfer of ~$10B existing internal VEBA

–

$6.5B 9% cumulative perpetual preferred stock

–

$2.5B note payable in 3 equal payments of ~$1.4B in 2013, 2015 and 2017

–

17.5% ownership of New GM

–

Five year warrants for 2.5% of New GM

•

Exercise price set to equate aggregate equity value of $75B

•

UAW VEBA to have right to nominate one GM Board member

–

UAW must consent to nominee

–

VEBA to vote in same proportion as independent directors

9

U.S. Dealer Network Restructuring

Participation & Wind-Down Agreements

•

Accelerating dealer network restructuring plans for higher throughput and

profit opportunity to match key competitors

•

Dealers that GM looks forward to having as a part of the New GM will

receive a participation agreement which modifies certain terms of the

existing franchise agreement

–

Dealers choosing not to continue with GM will be offered wind-down support

•

Dealers that GM would prefer to wind-down will receive a wind-down

support agreement under which GM will provide support payments to assist

dealers with orderly wind-down of their inventory and business

–

GM will move to reject the dealer agreements of those dealers who do not sign

either a participation or wind-down support agreement

10

Non-Core Brand Update

•

Today announced completion of MOU with buyer for sale of HUMMER

–

GM would provide contract manufacturing and services for a transition period

–

Sale expected to close by end of Q3

•

Continuing to pursue sale of Saturn

–

16 parties expressed interest

–

Product continuation agreements under discussion

•

Saab (filed for reorganization) is in discussion with 3 parties about purchase

–

Bridge loan discussions with Swedish government progressing positively

•

Pontiac dealer network is being wound down

11

Delphi Update

•

GM and Platinum Equity reached agreement with Delphi

–

GM to acquire key UAW sites and global steering business

–

Platinum to acquire substantially all of remaining Delphi

•

Represents important step in resolving Delphi bankruptcy and advancing

reinvention of GM

•

Delphi pursuing a Modified Plan of Reorganization

–

Seeking 363 sale in event Plan is unsuccessful

•

GM to provide bridge financing of $250M until close

•

Targeting emergence at end of July

–

Court hearing scheduled July 23

•

DIP Accommodation due to expire June 2; Delphi seeking extension

12

Non-U.S. Restructuring Activities

•

Canada

–

Negotiated CAW concessions amounting to C$1.4B reduction in legacy

obligations

–

Signed agreements with individual dealers to reduce dealer network

from >700 to ~450

•

Europe

–

Operations isolated from GM court supervised process

–

Opel/Vauxhall will continue operate as normal

–

Secured Memorandum of Understanding with Magna International Inc.

–

Bridge financing of €1.5 billion provided by German Government

•

Continuing discussion with governments from various other foreign

countries regarding financial support for foreign operations

13

Executing on the Plan

U.S. Chapter 11 Filing & §363 Sale

•

GM has filed for relief under chapter 11 to complete aspects of our

reinvention that we were not able to accomplish outside of court

•

Under agreement with U.S. Treasury (UST), GM will sell substantially all

assets to a UST-sponsored entity in a §363 Sale

–

Speed essential to preserve revenue

–

All employees will transfer to New GM

–

Current leadership to remain

–

Agreement subject to Court approval

•

DIP financing provided by UST and by Canadian and Ontario governments

–

Conditioned upon §363 sale

–

U.S. DIP total size of $33.3B (excl. funding received to date)

•

First Day Motions approved by Court, permitting GM to maintain conduct of

normal business operations without impacting customers, employees and

key suppliers

–

Also authorized access to $15B of U.S. DIP

•

Operations outside of the U.S. are not included in U.S. court filings

14

New GM Capital Structure

•

Critical to GM’s reinvention is a significantly healthier balance sheet

–

On March 31, 2009, GM reported consolidated debt of $54.4 billion along with

approximately a $20 billion UAW VEBA obligation.

•

Other than $8B of debt, all other amounts owed to UST and Canadian and

Ontario governments will be exchanged for common and preferred equity

($ Billions)

Debt

9% Perp.

Pref. Equity

Common

Stock

Memo:

Warrants

U.S. Treasury

$  6.7

$ 2.1

60.8%

Canadian & Ontario Governments

1.3

0.4

11.7%

New VEBA

2.5

6.5

17.5%

2.5%

Unsecured Bondholders, Other Creditors

-

-

10.0%

15.0%

Other Debt

~ 6.8

n/a

n/a

Total

~$17.3

$9.0

100%

17.5%

15

Commitment to Advanced Technology

•

GM committed to reduce fuel consumption and greenhouse gas emissions

•

Fully supportive of recently announced breakthrough national fuel economy

policy, which harmonizes CAFE with greenhouse gas emission regulations

•

Expanding use of smaller displacement engines and turbo charging

•

Accelerating development of electric vehicles and technologies

–

Chevrolet Volt remains on track for late 2010 launch

–

Expanding portfolio of hybrid vehicle offerings and systems

•

Leading in the development of advanced automotive batteries

–

Construction of the largest automotive battery test facility in the U.S.

–

Establishment of a lithium battery pack manufacturing facility in the U.S.

–

Further development of hydrogen fuel cell technologies

–

Announced formation of GM/University of Michigan Technology Institute for

development

of

advanced

technologies

-

with

emphasis

on

advanced

battery

development

•

Continued emphasis on biofuels

and

infrastructure development

–

Flex-Fuel Vehicles increasing to 65% of fleet by 2014

16

Looking Ahead

•

New GM will be simpler and faster

–

Fewer people, fewer executives

–

Leaner management processes with faster decision making

•

New GM will benefit from a much improved operating structure

–

Still global –

but a mix of wholly-owned and partially owned relationships

–

Significantly lower breakeven

–

Much cleaner balance sheet

–

Revitalized GMAC

•

New GM must win in the U.S.

–

4 core brands and fewer, better nameplates

–

Focused U.S. dealer network

–

Competitive active worker labor costs

–

Much improved capacity utilization

–

Fuel economy and advanced propulsion technologies

•

Well-prepared, but process will not be easy

•

We are confident that we will get through it

EX-99.2

Exhibit 99.2

The table below provides a reconciliation of operating cash flow on a managerial basis, which is not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP), to its most comparable GAAP financial measure.

Management believes this non-GAAP financial measure provides meaningful supplemental information regarding GM’s operating results because it excludes certain amounts that GM management does not consider part of operating results and includes certain amounts that GM management does consider part of operating results when assessing and measuring the operational and financial performance of the organization. GM believes this non-GAAP financial measure is useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making.

While GM believes that this non-GAAP financial measure provides useful supplemental information, there are limitations associated with the use of this non-GAAP financial measure. This non-GAAP financial measure is not prepared in accordance with GAAP, does not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in the method of calculation between companies. As a result, this non-GAAP financial measure has limitations and should not be considered in isolation from, or as a substitute for, net earnings, cash flow from operations, or other measures of performance or liquidity prepared in accordance with GAAP. GM compensates for these limitations by using this non-GAAP financial measure as a supplement to GAAP financial measures and by providing a reconciliation of the non-GAAP financial measure to its most comparable GAAP financial measure. Investors are encouraged to review the reconciliation of the non-GAAP financial measure to its most comparable GAAP financial measure in the table below.

Table – Reconciliation of Operating Cash Flow Presented in Accordance with GAAP to Operating Cash Flow on a Managerial Basis (Dollars in Billions)

	Cumulative Total (a)
Total Operating Cash Flow (GAAP) (b)	$	(43.6	)
GMAC-related Cash Flows		34.3
Capital Expenditures (c)		(32.0	)
VEBA Withdrawals		(11.4	)
Cash Restructuring Costs including Delphi-related Cash Flows		10.6
Other		0.5
Total Operating Cash Flow (Managerial)	$	(41.6	)

(a) Total operating cash flows for the periods ended December 31, 2005 through the three months ended March 31, 2009

(b) Cumulative consolidated Net cash used in continuing operating activities

(c) Excludes GMAC-related capital expenditures