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 8, 2006
GENERAL MOTORS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
On May 8, 2006, General Motors Corporation issued the following press release on
first quarter earnings for 2006.
GM Finalizes First-Quarter Financial Results
o Q1 Reported Net Income Revised to $445 million, or $0.78 Per Share
o GM North America Adjusted Loss Reduced to $462 Million
o Health-Care Settlement Costs to Be Recognized Over 7 Years
DETROIT - General Motors Corp. (NYSE: GM) today announced that it had finalized
its first-quarter 2006 financial results to reflect final determination of the
first-quarter accounting treatment for the recently approved retiree health-care
settlement agreement and other adjustments.
As a result, GM earned $445 million, or $0.78 per diluted share of common stock,
in the first quarter. These results compare with a preliminary loss for the
period of $323 million, or $0.57 a share. GM reported a loss of $1.3 billion, or
$2.22 per share in the first quarter of 2005.
The difference between the preliminary and final results primarily reflects a
change in the way GM will account for the health-care settlement agreement
between GM and the United Auto Workers union. As part of the agreement, GM will
make contributions to a new independent Voluntary Employees' Beneficiary
Association trust (VEBA) of $1 billion in each of 2006, 2007, and 2011. GM will
also make supplemental contributions to this VEBA related to events like
profit-sharing payments, wage deferrals from active employees, and increases in
the value of GM stock.
After discussions with the U.S. Securities and Exchange Commission on the proper
accounting treatment for the settlement agreement, GM has determined that it
will recognize the impact of the contributions over approximately 7 years,
beginning in the third quarter of 2006 when the health-care changes are
scheduled to take effect.
Excluding special items, GM reported adjusted net income of $184 million, or
$0.32 per diluted share in the first quarter of 2006, compared with a
preliminary adjusted loss for the period of $529 million, or $0.94 per share. In
the year-ago quarter, GM reported an adjusted loss before special items of $988
million, or $1.75 per share.
The following table describes the effects of the accounting treatment, and the
adjustment in GMAC's profitability as noted below, on adjusted net income, which
excludes special items.
GM First Quarter Adjusted Net Income (loss) (Dollars in millions
except per share amounts)
Preliminary Q1-2006 Final Q1-2006 Q1-2005
GMNA $ (946) $ (462) $ (1,513)
Total Automotive (721) (237) (1,504)
Other (413) (216) (212)
GMAC 605 637 728
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Total GM $ (529) $ 184 $ (988)
Earnings (loss)
per share - diluted $ (0.94) $0.32 $(1.75)
The reported results for the first quarter of 2006 include special items
totaling a favorable $261 million after tax, or $0.46 per diluted share. These
results include a gain of $372 million from the sale of most of GM's stake in
Suzuki. This gain was increased by $55 million to reflect finalization of the
foreign exchange treatment for the transaction. The gain was partially offset by
restructuring charges totaling $111 million, or $0.19 per share, at GM North
America, GM Europe and GM Latin America/Africa/Middle East.
GM is also revising its first-quarter financial results for General Motors
Acceptance Corporation (GMAC) to reflect finalization of the tax effect of the
sale of GMAC Commercial Mortgage, which closed late in March. As a result, GMAC
earned $637 million in the first quarter of 2006, compared to the previously
reported preliminary first-quarter net income of $605 million. GMAC earned $728
million in the year-ago period.
GM remains committed to reducing structural costs in North America by $7 billion
on a running rate basis by the end of 2006. Running rate basis refers to the
average annualized cost savings into the foreseeable future anticipated to
result from cost savings actions when fully implemented.
Due to the change in the accounting treatment of the UAW health-care settlement,
GM now expects approximately $4.5 billion of structural cost reductions to be
realized during calendar year 2006, compared with $4 billion previously
estimated for calendar year 2006.
GM plans to file a complete set of revised financial results when it files its
10-Q report with the Securities and Exchange Commission later this week.
Forward-Looking Statements
In this press release and in related comments by General Motors' and GMAC's
management, the use of the words "expect," "anticipate," "intend," "commit,"
"may," "would," "could," "should," or the negative of any of those words or
similar expressions is intended to identify forward-looking statements. Other
than statements of historical fact, all statements in this press release and in
related comments, including without limitation, statements about future events
and financial performance, are forward-looking statements that involve certain
risks and uncertainties. While these statements represent our current judgment
on possible future events, and we believe that when we made these judgments they
were reasonable, these statements are not guarantees of any events or financial
results, and GM's actual results may differ materially due to numerous important
factors that may be revised or supplemented in subsequent reports on SEC Forms
10-K, 10-Q and 8-K.
Such factors include, among others, the following: the ability of GM to realize
production efficiencies, to achieve reductions in costs as a result of the
turnaround restructuring, health care cost reductions and an accelerated
attrition program and to implement capital expenditures at levels and times
planned by management; the pace of product introductions; market acceptance of
the Corporation's new products; significant changes in the competitive
environment and the effect of competition in the Corporation's markets,
including on GM's pricing policies; our ability to maintain adequate liquidity
and financing sources and an appropriate level of debt; costs and risks
associated with litigation; changes in our accounting principles, or their
application or interpretation, and our ability to make estimates and the
assumptions underlying the estimates, which could result in an impact on
earnings; changes in relations with unions and employees/retirees and the legal
interpretations of the agreements with those unions with regard to
employees/retirees; shortages of and price increases for fuel; and changes in
economic conditions, commodity prices, currency exchange rates or political
stability in the markets in which we operate.
In addition, GMAC's actual results may differ materially due to numerous
important factors that are described in GMAC's most recent report on SEC Form
10-K, which may be revised or supplemented in subsequent reports on SEC Forms
10-Q and 8-K. Such factors include, among others, the following: the ability of
GM to complete the sale of a 51-percent controlling interest in GMAC;
significant changes in the competitive environment and the effect of competition
in GMAC's and GM's markets, including on GMAC's and GM's pricing policies; and
GMAC's ability to maintain adequate financing sources and an appropriate level
of debt.
Investors are cautioned not to place undue reliance on forward-looking
statements. GM undertakes no obligation to update publicly or otherwise revise
any forward-looking statements, whether as a result of new information, future
events or other such factors that affect the subject of these statements, except
where expressly required by law.
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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
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(Registrant)
Date: May 9, 2006 By: /s/PETER R. BIBLE
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(Peter R. Bible,
Chief Accounting Officer)