Edgar Filing: General Motors Co

GM 2013 Q1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

Form 10-Q



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

For the quarterly period ended March 31, 2013



¨	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)



STATE OF 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) 556-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨

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

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

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

As of April 26, 2013 the number of shares outstanding of common stock was 1,374,639,044 shares.

Website Access to Company's Reports

General Motors Company's internet website address is www.gm.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

INDEX



			Page
PART I - Financial Information
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Income Statements (Unaudited)		1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		2
	Condensed Consolidated Balance Sheets (Unaudited)		3
	Condensed Consolidated Statements of Equity (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements		6
	Note 1.	Nature of Operations	6
	Note 2.	Basis of Presentation and Recent Accounting Standards	6
	Note 3.	Acquisition of Businesses	7
	Note 4.	Marketable Securities	7
	Note 5.	GM Financial Finance Receivables, net	11
	Note 6.	Securitizations	14
	Note 7.	Inventories	14
	Note 8.	Equity in Net Assets of Nonconsolidated Affiliates	14
	Note 9.	Goodwill	16
	Note 10.	Intangible Assets, net	17
	Note 11.	Variable Interest Entities	18
	Note 12.	Depreciation, Amortization and Impairment Charges	20
	Note 13.	Debt	21
	Note 14.	Product Warranty Liability	24
	Note 15.	Pensions and Other Postretirement Benefits	24
	Note 16.	Derivative Financial Instruments and Risk Management	25
	Note 17.	Commitments and Contingencies	27
	Note 18.	Income Taxes	32
	Note 19.	Restructuring and Other Initiatives	32
	Note 20.	Stockholders' Equity	34
	Note 21.	Earnings Per Share	34
	Note 22.	Stock Incentive Plans	36
	Note 23.	Segment Reporting	37
	Note 24.	Subsequent Event	39
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		64
Item 4.	Controls and Procedures		64
PART II - Other Information
Item 1.	Legal Proceedings		66
Item 1A.	Risk Factors		66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		66
Item 6.	Exhibits		66
Signature			68

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In millions, except per share amounts)

(Unaudited)



	Three Months Ended
	March 31, 2013			March 31, 2012
Net sales and revenue
Automotive	$	36,344		$	37,328
GM Financial	540			431
Total	36,884			37,759
Costs and expenses
Automotive cost of sales	32,617			32,910
GM Financial operating and other expenses	356			248
Automotive selling, general and administrative expense	2,939			2,973
Other automotive expenses, net	13			15
Goodwill impairment charges	—			617
Total costs and expenses	35,925			36,763
Operating income	959			996
Automotive interest expense	91			110
Interest income and other non-operating income, net	171			275
Loss on extinguishment of debt	—			18
Income before income taxes and equity income	1,039			1,143
Income tax expense	409			216
Equity income, net of tax	555			423
Net income	1,185			1,350
Net income attributable to noncontrolling interests	(10		)	(35		)
Net income attributable to stockholders	$	1,175		$	1,315
Net income attributable to common stockholders	$	865		$	1,004

Earnings per share
Basic
Basic earnings per common share	$	0.63		$	0.64
Weighted-average common shares outstanding	1,372			1,572
Diluted
Diluted earnings per common share	$	0.58		$	0.60
Weighted-average common shares outstanding	1,507			1,692

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)



	Three Months Ended
	March 31, 2013			March 31, 2012
Net income	$	1,185		$	1,350
Other comprehensive income, net of tax
Foreign currency translation adjustments	263			63
Unrealized losses on securities, net	(13		)	(4		)
Defined benefit plans, net	183			43
Other comprehensive income, net of tax	433			102
Comprehensive income	1,618			1,452
Comprehensive income attributable to noncontrolling interests	(2		)	(44		)
Comprehensive income attributable to stockholders	$	1,616		$	1,408

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)

(Unaudited)



	March 31, 2013			December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	20,643		$	18,422
Marketable securities	6,560			8,988
Restricted cash and marketable securities	713			686
Accounts and notes receivable (net of allowance of $312 and $311)	12,559			10,395
GM Financial finance receivables, net (including gross consumer finance receivables transferred to SPEs of $4,512 and $3,444)	4,286			4,044
Inventories	15,200			14,714
Equipment on operating leases, net	1,730			1,782
Deferred income taxes	9,336			9,429
Other current assets	1,543			1,536
Total current assets	72,570			69,996
Non-current Assets
Restricted cash and marketable securities	623			682
GM Financial finance receivables, net (including gross consumer finance receivables transferred to SPEs of $7,131 and $6,458)	7,169			6,954
Equity in net assets of nonconsolidated affiliates	7,470			6,883
Property, net	24,893			24,196
Goodwill	1,968			1,973
Intangible assets, net	6,997			6,809
GM Financial equipment on operating leases, net (including assets transferred to SPEs of $2,047 and $540)	2,039			1,649
Deferred income taxes	27,669			27,922
Other assets	2,377			2,358
Total non-current assets	81,205			79,426
Total Assets	$	153,775		$	149,422
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	27,117		$	25,166
Short-term debt and current portion of long-term debt
Automotive (including certain debt at VIEs of $273 and $228; Note 11)	1,756			1,748
GM Financial	5,216			3,770
Accrued liabilities	22,450			23,308
Total current liabilities	56,539			53,992
Non-current Liabilities
Long-term debt
Automotive (including certain debt at VIEs of $116 and $122; Note 11)	3,419			3,424
GM Financial	8,033			7,108
Postretirement benefits other than pensions	7,246			7,309
Pensions	26,775			27,420
Other liabilities and deferred income taxes	13,428			13,169
Total non-current liabilities	58,901			58,430
Total Liabilities	115,440			112,422
Commitments and contingencies (Note 17)
Equity
Preferred stock, $0.01 par value
Series A	5,536			5,536
Series B	4,855			4,855
Common stock, $0.01 par value	14			14
Capital surplus (principally additional paid-in capital)	23,776			23,834
Retained earnings	11,017			10,057
Accumulated other comprehensive loss	(7,611		)	(8,052		)
Total stockholders’ equity	37,587			36,244
Noncontrolling interests	748			756
Total Equity	38,335			37,000
Total Liabilities and Equity	$	153,775		$	149,422

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

(Unaudited)



	Series A Preferred Stock		Series B Preferred Stock		Common Stockholders’											Noncontrolling Interests			Total Equity
	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance at December 31, 2011	$	5,536	$	4,855	$	16	$	26,391		$	7,183		$	(5,861	)	$	871		$	38,991
Net income	—		—		—		—			1,315			—			35			1,350
Other comprehensive income	—		—		—		—			—			93			9			102
Exercise of common stock warrants	—		—		—		3			—			—			—			3
Stock based compensation	—		—		—		(60		)	—			—			—			(60		)
Cash dividends paid on Series A Preferred Stock and cumulative dividends on Series B Preferred Stock	—		—		—		—			(215		)	—			—			(215		)
Dividends declared or paid to noncontrolling interests	—		—		—		—			—			—			(28		)	(28		)
Other	—		—		—		—			—			—			(3		)	(3		)
Balance at March 31, 2012	$	5,536	$	4,855	$	16	$	26,334		$	8,283		$	(5,768	)	$	884		$	40,140

Balance at December 31, 2012	$	5,536	$	4,855	$	14	$	23,834		$	10,057		$	(8,052	)	$	756		$	37,000
Net income	—		—		—		—			1,175			—			10			1,185
Other comprehensive income (loss)	—		—		—		—			—			441			(8		)	433
Exercise of common stock warrants	—		—		—		1			—			—			—			1
Stock based compensation	—		—		—		(59		)	—			—			—			(59		)
Cash dividends paid on Series A Preferred Stock and cumulative dividends on Series B Preferred Stock	—		—		—		—			(215		)	—			—			(215		)
Dividends declared or paid to noncontrolling interests	—		—		—		—			—			—			(15		)	(15		)
Other	—		—		—		—			—			—			5			5
Balance at March 31, 2013	$	5,536	$	4,855	$	14	$	23,776		$	11,017		$	(7,611	)	$	748		$	38,335

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



	Three Months Ended
	March 31, 2013			March 31, 2012
Net cash provided by operating activities	$	819		$	2,499
Cash flows from investing activities
Expenditures for property	(1,940		)	(1,994		)
Available-for-sale marketable securities, acquisitions	(564		)	(2,368		)
Trading marketable securities, acquisitions	(1,773		)	(2,198		)
Available-for-sale marketable securities, liquidations	985			4,027
Trading marketable securities, liquidations	3,727			1,694
Acquisition of companies, net of cash acquired	(1		)	56
Proceeds from sale of business units/investments, net of cash disposed	(82		)	—
Increase in restricted cash and marketable securities	(174		)	(176		)
Decrease in restricted cash and marketable securities	188			315
Purchases and funding of finance receivables	(2,374		)	(1,369		)
Principal collections and recoveries on finance receivables	1,861			1,016
Purchases of leased vehicles, net	(478		)	(304		)
Proceeds from termination of leased vehicles	37			8
Other investing activities	78			1
Net cash used in investing activities	(510		)	(1,292		)
Cash flows from financing activities
Net increase (decrease) in short-term debt	50			(146		)
Proceeds from issuance of debt (original maturities greater than three months)	3,542			2,394
Payments on debt (original maturities greater than three months)	(1,184		)	(2,057		)
Dividends paid	(218		)	(217		)
Other financing activities	(23		)	(2		)
Net cash provided by (used in) financing activities	2,167			(28		)
Effect of exchange rate changes on cash and cash equivalents	(255		)	128
Net increase in cash and cash equivalents	2,221			1,307
Cash and cash equivalents at beginning of period	18,422			16,071
Cash and cash equivalents at end of period	$	20,643		$	17,378

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

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations

General Motors Company, is sometimes referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” the “Company,” “General Motors,” or “GM.” General Motors Corporation is sometimes referred to in this Quarterly Report on Form 10-Q, for the periods on or before July 9, 2009, as “Old GM.” Old GM was renamed Motors Liquidation Company (MLC), which was dissolved on December 15, 2011 and transferred its remaining assets and liabilities to the Motors Liquidation Company GUC Trust (GUC Trust).

We design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services through General Motors Financial Company, Inc. (GM Financial).

We analyze the results of our business through our five segments: GM North America (GMNA), GM Europe (GME), GM International Operations (GMIO), GM South America (GMSA) and GM Financial. Nonsegment operations are classified as Corporate. Corporate includes investments in Ally Financial, Inc. (Ally Financial), certain centrally recorded income and costs, such as interest, income taxes and corporate expenditures and certain nonsegment specific revenues and expenses.

Note 2. Basis of Presentation and Recent Accounting Standards

The accompanying condensed consolidated financial statements have been prepared 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 accompanying condensed consolidated financial statements include all adjustments, composed of normal recurring adjustments, 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 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC.

Use of Estimates in the Preparation of the Financial Statements

The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Venezuelan Exchange Regulations

Our Venezuelan subsidiaries utilize the U.S. Dollar as their functional currency because of the hyperinflationary status of the Venezuelan economy. The Venezuelan government has foreign exchange control regulations which make it more difficult to convert Bolivar Fuerte (BsF) to U.S. Dollars. These regulations affect our Venezuelan subsidiaries' ability to pay non-BsF denominated obligations that do not qualify to be processed by the Venezuela currency exchange agency at the official exchange rates.

The aggregate net assets denominated in BsF at March 31, 2013 and December 31, 2012 were $713 million and $940 million which included monetary assets of $1.3 billion and $1.6 billion and monetary liabilities of $0.9 billion and $1.1 billion. At March 31, 2013 and December 31, 2012 other consolidated entities have receivables from our Venezuelan subsidiaries denominated in other currencies of $299 million and $224 million. The total amounts pending government approval for settlement at March 31, 2013 and December 31, 2012 were BsF 3.3 billion (equivalent to $555 million) and BsF 2.2 billion (equivalent to $523 million), for which some requests have been pending from 2007.

In February 2013 the Venezuelan government announced that the official fixed exchange rate of BsF 4.3 to $1.00 changed to BsF 6.3 to $1.00 effective February 13, 2013. The devaluation required remeasurement of our Venezuelan subsidiaries' non-U.S. dollar denominated monetary assets and liabilities. The remeasurement resulted in a charge of $162 million in the three months ended March 31, 2013.

We believe it is possible that the Venezuelan government may further devalue the BsF against the U.S. dollar in the future. If the BsF were devalued further, it would result in a charge to our income statement in the period of devaluation. Based on our

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

March 31, 2013 net monetary assets, a further devaluation of the BsF by 1 BsF to $1.00 would result in a charge of approximately $50 million.

Significant Non-Cash Activity

Investing Cash Flows

The following table summarizes the amounts of property additions which have been accrued during the period but not paid for and are therefore excluded from Expenditures for property within the investing activities section of the condensed consolidated statements of cash flows (dollars in millions):



	Three Months Ended
	March 31, 2013		March 31, 2012
Non-cash property additions	$	1,673	$	1,927

Recently Adopted Accounting Principles

In the three months ended March 31, 2013, we adopted Accounting Standards Update (ASU) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This ASU does not change current requirements for reporting net income or other comprehensive income (OCI) in financial statements; rather, it requires certain disclosures of the amount of reclassifications of items from OCI to net income by component. The related disclosures are presented in Note 20.

Note 3. Acquisition of Businesses

Acquisition of SAIC GM Investment Limited

In September 2012 we obtained control of SAIC GM Investment Limited, the holding company of General Motors India Private Limited and Chevrolet Sales India Private Limited (collectively HKJV) through a series of transactions that resulted in us owning a 90.8% interest and we consolidated HKJV effective September 1, 2012.

Acquisition of GMAC South America LLC

In March 2012 we acquired from Ally Financial for cash of $29 million 100% of the outstanding equity interests of GMAC South America LLC whose only asset is GMAC de Venezuela CA (GMAC Venezuela) comprising the business and operations of Ally Financial in Venezuela. This acquisition provides us with a captive finance offering in Venezuela which we believe is important in maintaining market position and will provide continued sources of financing for our Venezuela dealers and customers. We recorded the fair value of the assets acquired and liabilities assumed as of March 1, 2012, the date we obtained control, and have included GMAC Venezuela's results of operations and cash flows from that date forward.

Note 4. Marketable Securities

We measure the fair value of our marketable securities using a market approach where identical or comparable prices are available and an income approach in other cases. We obtain the majority of the prices used in this valuation from a pricing service. Our pricing service utilizes industry standard pricing models that consider various inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. We conduct an annual review of valuations provided by our pricing service, which includes discussion and analysis of the inputs used by the pricing service to provide prices for the types of securities we hold. These inputs include prices for comparable securities, bid/ask quotes, interest rate yields and prepayment spreads. Based on our review we believe the prices received from our pricing service are a reliable representation of exit prices. We measure the fair value of our investment in Peugeot S.A. (PSA) common stock using the published stock price. At March 31, 2013 the fair value of our investment in PSA exceeded the carrying amount.

GM Korea Company Preferred Shares

In September 2012 we entered into a transaction to acquire security interests in certain mandatorily redeemable preferred shares issued by GM Korea Company (GM Korea) for $293 million. The transaction did not meet the criteria for an extinguishment of the liability. Subsequently, GM Korea partially redeemed the mandatorily redeemable preferred shares resulting in an

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

extinguishment of the liability and redemption of a portion of the security interests. The remaining unredeemed interests are classified as available-for-sale corporate debt securities and had a fair value of $178 million and $177 million at March 31, 2013 and December 31, 2012.

In April 2013 GM Korea redeemed early the remaining balance of GM Korea's mandatorily redeemable preferred shares resulting in an extinguishment of the liability and redemption of the majority of our remaining security interests. For additional information on the early redemption of GM Korea's mandatorily redeemable preferred shares refer to Note 13.

Marketable Securities

The following tables summarize information regarding marketable securities (dollars in millions):

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	March 31, 2013
			Unrealized				Fair Value		Fair Value Measurements on a Recurring Basis
	Cost		Gains		Losses		Fair Value		Level 1		Level 2
Cash and cash equivalents
Available-for-sale securities
U.S. government and agencies	$	2,944	$	—	$	—	$	2,944	$	—	$	2,944
Certificates of deposit	66		—		—		66		—		66
Money market funds	2,625		—		—		2,625		2,625		—
Corporate debt	4,100		—		—		4,100		—		4,100
Total marketable securities classified as cash equivalents	$	9,735	$	—	$	—	9,735		$	2,625	$	7,110
Cash, time deposits and other cash equivalents							10,908
Total cash and cash equivalents							$	20,643
Marketable securities - current
Available-for-sale securities
U.S. government and agencies	$	1,048	$	1	$	—	$	1,049	$	—	$	1,049
Sovereign debt	26		—		—		26		—		26
Certificates of deposit	8		—		—		8		—		8
Corporate debt(a)	2,246		39		1		2,284		—		2,284
Total available-for-sale securities	$	3,328	$	40	$	1	3,367		—		3,367
Trading securities
Sovereign debt							3,193		—		3,193
Total trading securities							3,193		—		3,193
Total marketable securities - current							6,560		—		6,560
Marketable securities - non-current
Available-for-sale securities
Equity(b)	$	179	$	1	$	—	180		180		—
Total marketable securities - non-current	$	179	$	1	$	—	180		180		—
Total marketable securities							$	6,740	$	180	$	6,560
Restricted cash and marketable securities
Available-for-sale securities
Money market funds	$	940	$	—	$	—	$	940	$	940	$	—
Sovereign debt	22		1		—		23		—		23
Other	170		—		—		170		—		170
Total marketable securities classified as restricted cash and marketable securities	$	1,132	$	1	$	—	1,133		$	940	$	193
Restricted cash, time deposits, and other restricted cash equivalents							203
Total restricted cash and marketable securities							$	1,336

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	December 31, 2012
			Unrealized				Fair Value		Fair Value Measurements on a Recurring Basis
	Cost		Gains		Losses		Fair Value		Level 1		Level 2
Cash and cash equivalents
Available-for-sale securities
U.S. government and agencies	$	4,190	$	—	$	—	$	4,190	$	—	$	4,190
Certificates of deposit	120		—		—		120		—		120
Money market funds	1,799		—		—		1,799		1,799		—
Corporate debt	3,102		—		—		3,102		—		3,102
Total available-for-sale securities	$	9,211	$	—	$	—	9,211		1,799		7,412
Trading securities
Sovereign debt							1,408		—		1,408
Total trading securities							1,408		—		1,408
Total marketable securities classified as cash equivalents							10,619		$	1,799	$	8,820
Cash, time deposits and other cash equivalents							7,803
Total cash and cash equivalents							$	18,422
Marketable securities - current
Available-for-sale securities
U.S. government and agencies	$	1,231	$	—	$	—	$	1,231	$	—	$	1,231
Sovereign debt	30		—		—		30		—		30
Certificates of deposit	10		—		—		10		—		10
Corporate debt(a)	2,455		40		—		2,495		—		2,495
Equity	—		21		—		21		21		—
Total available-for-sale securities	$	3,726	$	61	$	—	3,787		21		3,766
Trading securities
Sovereign debt							5,201		—		5,201
Total trading securities							5,201		—		5,201
Total marketable securities - current							8,988		21		8,967
Marketable securities - non-current
Available-for-sale securities
Equity(b)	$	179	$	—	$	—	179		179		—
Total marketable securities - non-current	$	179	$	—	$	—	179		179		—
Total marketable securities							$	9,167	$	200	$	8,967
Restricted cash and marketable securities
Available-for-sale securities
Money market funds	$	933	$	—	$	—	$	933	$	933	$	—
Sovereign debt	23		1		—		24		—		24
Other	175		—		—		175		—		175
Total marketable securities classified as restricted cash and marketable securities	$	1,131	$	1	$	—	1,132		$	933	$	199
Restricted cash, time deposits and other restricted cash equivalents							236
Total restricted cash and marketable securities							$	1,368

________


(a)	Includes security interest in the GM Korea mandatorily redeemable preferred shares.


(b)	Represents our seven percent ownership in PSA acquired in connection with our agreement with PSA to create a long-term and strategic alliance. The investment is recorded in Other assets.

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Sales proceeds from investments in marketable securities classified as available-for-sale and sold prior to maturity were $386 million and $427 million in the three months ended March 31, 2013 and 2012.

The following table summarizes the amortized cost and the fair value of investments classified as available-for-sale within cash equivalents, marketable securities and restricted cash by contractual maturity at March 31, 2013 (dollars in millions):



	Amortized Cost		Fair Value
Due in one year or less	$	8,690	$	8,724
Due after one year through five years	1,783		1,788
Total contractual maturities of available-for-sale securities	$	10,473	$	10,512

Net Unrealized gains (losses) on trading securities were $(47) million and $89 million in the three months ended March 31, 2013 and 2012. Unrealized gains (losses) are primarily related to the remeasurement of Canadian Dollar (CAD) denominated securities.

Note 5. GM Financial Finance Receivables, net

In April 2012 GM Financial commenced commercial lending activities in the U.S. centered on floorplan financing of dealer vehicle inventory and dealer loans to finance dealer sites, facilities, facility improvements and working capital. In March 2013 GM Financial launched similar commercial lending in Canada. These loans are made on a secured basis.

The following table summarizes the components of GM Financial finance receivables, net relating to consumer and commercial activities (dollars in millions):



	March 31, 2013			December 31, 2012
Pre-acquisition finance receivables, outstanding balance	$	1,759		$	2,162
Pre-acquisition finance receivables, carrying amount	$	1,580		$	1,958
Post-acquisition finance receivables, net of fees(a)	10,268			9,391
Total finance receivables	11,848			11,349
Less: allowance for loan losses on post-acquisition finance receivables	(393		)	(351		)
Total GM Financial finance receivables, net	$	11,455		$	10,998

________


(a)	At March 31, 2013 and December 31, 2012 the balances include finance receivables and loans of $836 million and $560 million in connection with the commercial lending program.

The following table summarizes activity for finance receivables relating to consumer and commercial activities (dollars in millions):



	Three Months Ended
	March 31, 2013			March 31, 2012
Pre-acquisition finance receivables, carrying amount, beginning of period	$	1,958		$	4,027
Post-acquisition finance receivables, net of fees, beginning of period	9,391			5,314
Loans funded or purchased(a)	2,357			1,396
Charge-offs	(132		)	(51		)
Principal collections and other(a)	(1,698		)	(920		)
Change in carrying amount adjustment on the pre-acquisition finance receivables	(28		)	(82		)
Balance at end of period	$	11,848		$	9,684

________


(a)	Includes loans funded of $998 million and principal collections of $723 million in connection with the commercial lending program in the three months ended March 31, 2013.

The following table summarizes the carrying amount and estimated fair value of GM Financial finance receivables, net (dollars in millions):

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	March 31, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
GM Financial finance receivables, net	$	11,455	$	11,752	$	10,998	$	11,313

GM Financial determined the fair value of consumer finance receivables using Level 3 inputs within a cash flow model. The Level 3 inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the finance receivable portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables which is the basis for the calculation of the series of cash flows that derive the fair value of the portfolio. The series of cash flows is calculated and discounted using a weighted-average cost of capital (WACC) using unobservable debt and equity percentages, an unobservable cost of equity and an observable cost of debt based on companies with a similar credit rating and maturity profile as the portfolio. Macroeconomic factors could negatively affect the credit performance of the portfolio and therefore could potentially affect the assumptions used in GM Financial's cash flow model.

Substantially all commercial finance receivables have variable interest rates and maturities of one year. Therefore, the carrying amount is considered to be a reasonable estimate of fair value.

GM Financial purchases consumer finance contracts from automobile dealers without recourse, and accordingly, the dealer has no liability to GM Financial if the consumer defaults on the contract. Finance receivables are collateralized by vehicle titles and GM Financial has the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract.

At March 31, 2013 and December 31, 2012 the accrual of finance charge income has been suspended on delinquent consumer finance receivables based on contractual amounts due of $403 million and $503 million. At March 31, 2013 the commercial finance receivables or loans on non-accrual status were insignificant.

GM Financial reviews its pre-acquisition portfolio for differences between contractual cash flows and the cash flows expected to be collected from its initial investment in the pre-acquisition portfolio to determine if the difference is attributable, at least in part to credit quality. In the three months ended March 31, 2013 and 2012 as a result of improvements in credit performance of the pre-acquisition portfolio, which resulted in an increase of expected cash flows of $48 million and $167 million, GM Financial transferred this excess non-accretable difference to accretable yield. GM Financial will recognize this excess as finance charge income over the remaining life of the portfolio.

The following table summarizes the activity for accretable yield (dollars in millions):



	Three Months Ended
	March 31, 2013			March 31, 2012
Balance at beginning of period	$	404		$	737
Accretion of accretable yield	(81		)	(136		)
Transfer from non-accretable difference	48			167
Balance at end of period	$	371		$	768

The following table summarizes the allowance for post-acquisition loan losses on consumer and commercial finance receivables (dollars in millions):



	March 31, 2013		December 31, 2012
Current	$	301	$	266
Non-current	92		85
Total allowance for post-acquisition loan losses	$	393	$	351

The following table summarizes activity for the allowance for post-acquisition loan losses on consumer and commercial finance receivables (dollars in millions):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	Three Months Ended
	March 31, 2013			March 31, 2012
Balance at beginning of period	$	351		$	179
Provision for loan losses	94			48
Charge-offs	(132		)	(51		)
Recoveries	80			32
Balance at end of period	$	393		$	208

Credit Quality

Consumer Finance Receivables

Credit bureau scores, generally referred to as FICO scores, are determined during GM Financial's automotive loan origination process. The following table summarizes the credit risk profile of finance receivables by FICO score band, determined at origination (dollars in millions):



	March 31, 2013		December 31, 2012
FICO score less than 540	$	3,178	$	3,011
FICO score 540 to 599	5,164		5,014
FICO score 600 to 659	2,455		2,513
FICO score 660 and greater	394		455
Balance at end of period(a)	$	11,191	$	10,993

__________


(a)	Composed of the sum of pre-acquisition consumer finance receivables - outstanding balance and post-acquisition consumer finance receivables, net of fees.

Commercial Finance Receivables

GM Financial's commercial finance receivables consist of dealer financings. A proprietary model is used to assign a risk rating to each dealer. A credit review of each dealer is performed at least annually and, if necessary, the dealer's risk rating is adjusted on the basis of the review.

Delinquency

Consumer Finance Receivables

The following summarizes the contractual amount of consumer finance receivables, which is not materially different than the recorded investment, more than 30 days delinquent, but not yet in repossession, and in repossession, but not yet charged off (dollars in millions):



	March 31, 2013				March 31, 2012
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts
31-to-60 days	$	477	4.3	%	$	318	3.2	%
Greater-than-60 days	169		1.5	%	125		1.2	%
Total finance receivables more than 30 days delinquent	646		5.8	%	443		4.4	%
In repossession	32		0.3	%	25		0.3	%
Total finance receivables more than 30 days delinquent or in repossession	$	678	6.1	%	$	468	4.7	%

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies may vary from period to period based upon the average age of the portfolio, seasonality within the calendar year and economic factors.

Note 6. Securitizations

The following table summarizes securitization activity and cash flows from consolidated special purpose entities (SPEs) used for securitizations (dollars in millions):



	Three Months Ended
	March 31, 2013		March 31, 2012
Receivables securitized	$	1,055	$	1,916
Net proceeds from securitization	$	1,000	$	1,800
Servicing fees - variable interest entities	$	67	$	59
Net distributions from trusts - variable interest entities	$	374	$	451

GM Financial retains servicing responsibilities for receivables transferred to securitization SPEs. At March 31, 2013 and December 31, 2012 GM Financial serviced finance receivables that have been transferred to certain SPEs of $9.7 billion and $9.9 billion. At March 31, 2013 and December 31, 2012 a Canadian subsidiary of GM Financial serviced leased assets of $535 million and $625 million for a third party.

Note 7. Inventories

The following table summarizes the components of Inventories (dollars in millions):



	March 31, 2013		December 31, 2012
Productive material, supplies and work in process	$	6,923	$	6,560
Finished product, including service parts	8,277		8,154
Total inventories	$	15,200	$	14,714

Note 8. Equity in Net Assets of Nonconsolidated Affiliates

Nonconsolidated affiliates are entities in which an equity ownership interest is maintained and for which the equity method of accounting is used, due to the ability to exert significant influence over decisions relating to their operating and financial affairs.

The following table summarizes information regarding Equity income, net of tax (dollars in millions):



	Three Months Ended
	March 31, 2013		March 31, 2012
China joint ventures (China JVs)	$	548	$	419
Others	7		4
Total equity income, net of tax	$	555	$	423

Sales and income of our China JVs are not consolidated into our financial statements; rather, our proportionate share of the earnings of each joint venture is reflected as Equity income, net of tax.

We received dividends from nonconsolidated affiliates of $68 million and $21 million in the three months ended March 31, 2013 and 2012. At March 31, 2013 and December 31, 2012 we had undistributed earnings including dividends declared but not received of $2.2 billion and $1.7 billion related to our nonconsolidated affiliates.

Investment in China JVs

The following table summarizes our direct ownership interests in China JVs:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	March 31, 2013		March 31, 2012
Shanghai General Motors Co., Ltd. (SGM)	50	%	49	%
Shanghai GM Norsom Motor Co., Ltd. (SGM Norsom)	25	%	25	%
Shanghai GM Dong Yue Motors Co., Ltd. (SGM DY)	25	%	25	%
Shanghai GM Dong Yue Powertrain (SGM DYPT)	25	%	25	%
SAIC-GM-Wuling Automobile Co., Ltd. (SGMW)	44	%	44	%
FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM)	50	%	50	%
Pan Asia Technical Automotive Center Co., Ltd.	50	%	50	%
Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar)	40	%	40	%
Shanghai Chengxin Used Car Operation and Management Co., Ltd. (Shanghai Chengxin Used Car)	33	%	33	%
SAIC General Motors Sales Co., Ltd. (SGMS)	49	%	49	%

SGM is a joint venture established in 1997 by Shanghai Automotive Industry Corporation (SAIC) (50%) and us (50%). SGM has interests in three other joint ventures in China: SGM Norsom, SGM DY and SGM DYPT. These three joint ventures are jointly held by SGM (50%), SAIC (25%) and us (25%). These four joint ventures are engaged in the production, import and sale of a comprehensive range of products under the brands of Buick, Chevrolet and Cadillac. SGM has interests in Shanghai OnStar (20%) and Shanghai Chengxin Used Car (33%). SGM also has 20% equity interest in GMAC-SAIC Automotive Finance Company Limited (GMAC-SAIC), a joint venture established by General Motors Acceptance Corporation (now Ally Financial) (40%) and SAIC Finance Co., Ltd. (40%) in 2007. Refer to Note 24 for information relating to GM Financial's acquisition of Ally Financial’s non-controlling equity interests in GMAC-SAIC and certain other Ally Financial international operations.

SGMS is a joint venture established in November 2011 by SAIC (51%) and us (49%) to engage in the sales of the imported brands of Buick, Chevrolet and Cadillac and the sales of automobiles manufactured by SGM.

Transactions with Nonconsolidated Affiliates

Nonconsolidated affiliates are involved in various aspects of the development, production and marketing of cars, trucks and automobile parts. We purchase component parts and vehicles from certain nonconsolidated affiliates for resale to dealers. We also sell component parts and vehicles to certain nonconsolidated affiliates. The following tables summarize the effects of transactions with nonconsolidated affiliates (dollars in millions):



	Three Months Ended
	March 31, 2013		March 31, 2012
Results of operations
Automotive sales and revenue	$	594	$	583
Automotive purchases, net	$	179	$	103
Interest income and other non-operating income, net	$	1	$	15



	March 31, 2013		December 31, 2012
Financial position
Accounts and notes receivable, net	$	1,704	$	1,668
Accounts and notes payable	$	185	$	167
Deferred revenue and customer deposits	$	47	$	46

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	Three Months Ended
	March 31, 2013			March 31, 2012
Cash flows
Operating	$	401		$	563
Investing	$	(10	)	$	(37	)

Note 9. Goodwill

The following table summarizes the changes in the carrying amounts of Goodwill (dollars in millions):



	GMNA			GME			GMIO			GMSA		Total Automotive			GM Financial		Total
Balance at January 1, 2013	$	—		$	—		$	549		$	146	$	695		$	1,278	$	1,973
Goodwill from business combinations	—			—			—			10		10			—		10
Effect of foreign currency translation and other	—			—			(15		)	—		(15		)	—		(15		)
Balance at March 31, 2013	$	—		$	—		$	534		$	156	$	690		$	1,278	$	1,968

Accumulated impairment charges at December 31, 2012	$	(26,399	)	$	(3,072	)	$	(426	)	$	—	$	(29,897	)	$	—	$	(29,897	)
Accumulated impairment charges at March 31, 2013	$	(26,399	)	$	(3,072	)	$	(426	)	$	—	$	(29,897	)	$	—	$	(29,897	)

In the three months ended March 31, 2013 and 2012 we performed event-driven goodwill impairment tests for our GM Korea reporting unit as we determined the carrying amount of GM Korea exceeded its fair value. The fair value of GM Korea is below its carrying value due to ongoing economic weakness in certain markets to which GM Korea exports as well as higher raw material costs and unfavorable foreign currency exchange rates. The event-driven impairment tests resulted in a Goodwill impairment charge of $27 million within our GMIO segment in the three months ended March 31, 2012. Our GME reporting unit had a negative carrying amount and because it was more likely than not further goodwill impairment existed at March 31, 2012 we recorded a Goodwill impairment charge of $590 million.

The following table summarizes the Goodwill impairment charges recorded in the three months ended March 31, 2012 (dollars in millions):



	Three Months Ended March 31, 2012
	GMNA		GME(a)		GMIO		GMSA		Total Automotive		GM Financial		Total
Impairment charges	$	—	$	590	$	27	$	—	$	617	$	—	$	617

________


(a)	At March 31, 2012 GME's Goodwill balance was $0.

The impairment charges recorded as part of the event-driven goodwill impairment tests in the three months ended March 31, 2012 represent the net decreases in implied goodwill resulting primarily from decreases in the fair value-to-U.S. GAAP differences attributable to those assets and liabilities that gave rise to goodwill upon our application of fresh-start reporting. The net decreases resulted primarily from a decrease in our nonperformance risk and an improvement in our incremental borrowing rates since July 10, 2009. In addition, for the purpose of deriving an implied goodwill balance, deterioration in the business outlook for GME resulted in a reduction in the fair value of certain tax attributes and an increase in the fair value of estimated employee benefit obligations. The amount of implied goodwill derived from GM Korea decreased in the three months ended March 31, 2012 primarily from a reduction in the fair value of certain tax attributes.

When performing our goodwill impairment testing, the fair values of our reporting units were determined based on valuation techniques using the best available information, primarily discounted cash flow projections. We make significant assumptions and estimates about the extent and timing of future cash flows, growth rates, market share and discount rates that represent unobservable inputs into our valuation methodologies. The cash flows are estimated over a significant future period of time, which makes those

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

estimates and assumptions subject to a high degree of uncertainty. Where available and as appropriate, comparative market multiples and the quoted market price of our common stock are used to corroborate the results of the discounted cash flow method.

The following table summarizes the Goodwill balances and key assumptions, which are unobservable, utilized for each of our reporting units that required a Step 2 analysis (dollars and industry volumes in millions):



							Industry Volumes(a)		Market Share(a)
	Goodwill(b)		WACC		Long-Term Growth Rates		2012/2013	2015/2016	2012/2013		2015/2016
GME - At March 31, 2012	$	594	17.5	%	0.5	%	19.1	21.9	6.2	%	6.3	%
GM Korea - At March 31, 2012(c)	$	564	14.8	%	3.0	%	81.0	97.1	1.4	%	1.1	%
GM Korea - At March 31, 2013(c)	$	450	14.3	%	3.0	%	86.2	99.7	1.1	%	1.2	%

_________


(a)	GME forecast volumes are 2012 through 2016. GM Korea forecast volumes at March 31, 2012 are 2012 through 2015 and are 2013 through 2016 at March 31, 2013.


(b)	Represents the balance of Goodwill evaluated for impairment under the Step 2 analysis.


(c)	Industry forecast volumes and market share for GM Korea are based on global industry volumes because GM Korea exports vehicles globally.

The WACCs considered various factors including bond yields, risk premiums and tax rates; the terminal values were determined using a growth model that applied a reporting unit's long-term growth rate to its projected cash flows beyond the forecast period; and industry volumes and a market share for each reporting unit included annual estimates through the forecast period. In addition minimum operating cash needs that incorporate specific business, economic and regulatory factors giving rise to varying cash needs were estimated.

Because the fair value of goodwill can be measured only as a residual amount and cannot be determined directly we calculated the implied goodwill, which utilized Level 3 measures, for the GME and GM Korea reporting units in the same manner that goodwill is recognized in a business combination pursuant to Accounting Standards Codification (ASC) 805, "Business Combinations." At March 31, 2012 our Step 2 analyses indicated GME's and GM Korea's implied goodwill was less than their recorded goodwill; therefore, Goodwill was adjusted as of that date. At March 31, 2013 GM Korea's implied goodwill exceeded its recorded goodwill.

Future goodwill impairments could be recognized should economic uncertainty continue, our equity price decline on a sustained basis, global economies enter into another recession and industry growth stagnates, or should we release deferred tax asset valuation allowances in certain tax jurisdictions. In these circumstances future goodwill impairments would largely be affected by decreases in either the fair value of a reporting unit or in the fair value-to-U.S.-GAAP differences that have occurred subsequent to our application of fresh-start reporting, which in the future would primarily occur upon a decline in the fair value of GM Financial or reversal of our remaining deferred tax asset valuation allowances. Any declines would have a negative effect on our earnings.

Our fair value estimates for event-driven impairment tests assume the achievement of the future financial results contemplated in our forecasted cash flows and there can be no assurance that we will realize that value. The estimates and assumptions used are subject to significant uncertainties, many of which are beyond our control, and there is no assurance that anticipated financial results will be achieved.

Note 10. Intangible Assets, net

The following table summarizes the components of Intangible assets, net (dollars in millions):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	March 31, 2013						December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Technology and intellectual property	$	8,435	$	6,621	$	1,814	$	7,775	$	6,320	$	1,455
Brands	4,456		462		3,994		4,464		431		4,033
Dealer network and customer relationships	1,359		345		1,014		1,375		327		1,048
Favorable contracts	366		287		79		367		269		98
Other	17		17		—		17		17		—
Total amortizing intangible assets	14,633		7,732		6,901		13,998		7,364		6,634
Nonamortizing in process research and development	96				96		175				175
Total intangible assets	$	14,729	$	7,732	$	6,997	$	14,173	$	7,364	$	6,809

In December 2012 we entered into a product development agreement with PSA to collaborate on the development of certain vehicle platforms, components and modules. As a result of this agreement, in the three months ended March 31, 2013, we acquired the rights to certain intellectual property and technology for total consideration of Euro 500 million (equivalent to $642 million). Consideration of Euro 155 million (equivalent to $199 million) is expected to be paid in cash during 2013 with the remaining consideration to be paid in cash or in-kind exchanges by May 2018. The acquired rights were recorded at the present value of the total payments to be made as technology and intellectual property of $594 million.

The following table summarizes amortization expense related to intangible assets (dollars in millions):



	Three Months Ended
	March 31, 2013		March 31, 2012
Amortization expense related to intangible assets	$	384	$	398

The following table summarizes estimated amortization expense related to intangible assets in each of the next five years (dollars in millions):



	2014		2015		2016		2017		2018
Estimated amortization expense	$	621	$	323	$	323	$	321	$	319

Note 11. Variable Interest Entities

Consolidated VIEs

Automotive

Variable interest entities (VIEs) that we do not control through a majority voting interest that are consolidated because we are the primary beneficiary include certain vehicle assembling, manufacturing and selling venture arrangements, the most significant of which is GM Egypt. At March 31, 2013 and December 31, 2012: (1) Total assets of these VIEs were $514 million and $436 million, which were composed of Cash and cash equivalents, Accounts and notes receivable, net, Inventories and Property, net; and (2) Total liabilities were $343 million and $254 million, which were composed of Accounts payable (principally trade) and Accrued liabilities. In the three months ended March 31, 2013 and 2012 Total net sales and revenue recorded by these VIEs were $236 million and $236 million and Net income (loss) was $18 million and $(5) million. These amounts are stated prior to intercompany eliminations. Liabilities recognized as a result of consolidating VIEs generally do not represent claims against us or our other subsidiaries and assets recognized generally are for the benefit of the VIEs' operations and cannot be used to satisfy our obligations.

GM Korea and HKJV are non-wholly owned consolidated subsidiaries that we control through a majority voting interest. They are also VIEs because in the future they may require additional subordinated financial support.

The following table summarizes the liabilities of GM Korea and HKJV for which their creditors do not have recourse to our general credit (dollars in millions):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)



	March 31, 2013						December 31, 2012
	GM Korea		HKJV		Total		GM Korea		HKJV		Total
Short-term debt	$	107	$	166	$	273	$	124	$	104	$	228
Current derivative	$	—	$	—	$	—	$	18	$	—	$	18
Long-term debt	$	1	$	115	$	116	$	2	$	120	$	122

Automotive Financing - GM Financial