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) April 19, 2005 GENERAL MOTORS CORPORATION -------------------------- (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 1-143 38-0572515 ----------------- ----- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 300 Renaissance Center, 48265-3000 Detroit, Michigan (Zip Code) ---------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code (313) 556-5000 -------------- ================================================================================ 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 April 19, 2005, a news release was issued on the subject of first quarter consolidated earnings for General Motors Corporation (GM). The news release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of GM's Quarterly Report on Form 10-Q. The following is the first quarter earnings release for GM. GM Reports First Quarter Financial Results o Q1 Adjusted Loss $1.48 Per Share, Excluding Special Items o Q1 Reported Loss $1.95 Per Share on Revenue of $45.8 Billion o Continued Strong Liquidity at GM, GMAC DETROIT - General Motors Corp. (NYSE: GM) today reported a loss of $839 million, or $1.48 per diluted share in the first quarter of 2005, excluding special items and a tax-rate adjustment. These results, in line with the guidance GM issued on March 16, 2005, compare to net income of $1.2 billion, or $2.12 per share, in the first quarter of 2004. Revenue fell 4.3 percent to $45.8 billion. Consolidated net income for the first quarter of 2005, including special items, was a loss of $1.1 billion, or $1.95 per share. The special items include charges for restructuring in Europe, U.S. salaried attrition programs, and facility impairments, partially offset by recognition of the recurring tax benefits above those reflected in the 15-percent rate used in GM's adjusted earnings. These items had a net unfavorable effect of $265 million, or $0.47 per share in the first quarter of 2005. There were no special items in the first quarter of 2004. "While most of our business units exceeded expectations, the results at GM North America (GMNA) were clearly disappointing," said GM Chairman and Chief Executive Officer Rick Wagoner. "We have well thought-out plans to address GMNA's poor performance, starting with aggressive product introductions this year, value-focused marketing initiatives, and further reductions in our cost structure, where the greatest need is to address the challenging health-care cost situation." GM financial results described throughout the remainder of this release exclude special items unless otherwise noted (see "Highlights"). GM Automotive Operations GM's automotive operations reported a loss of $1.3 billion in the first quarter of 2005, compared with earnings of $561 million in the year-ago quarter. GM North America accounted for this weak performance, reporting a loss of $1.3 billion in the first quarter of 2005, compared with earnings of $401 million a year ago. This deterioration reflects lower sales and production volumes, a tougher pricing environment, an unfavorable sales mix, and a continuing, large health-care burden. GM's market share in North America was 25.2 percent in first-quarter of 2005, down from 26.3 percent in the year-ago period. "While we were encouraged by improved sales in March, we significantly reduced production volumes during the first quarter to balance inventories," Wagoner said. "These adjustments reduced dealer inventory levels by nearly 100,000 units from the year-ago period, but they also adversely affected our North American financial results. "We clearly have the need to do a much better job on both the revenue and cost side of our business," Wagoner added. "Our revenue strategy is clear and has already begun to play out. On the cost side of the business, we continue to make progress in most key activities, but we need to accelerate our efforts on the challenging U.S. health-care situation." GM Europe (GME) posted a loss of $103 million in the first quarter of 2005, an improvement from the $116 million loss in the year-ago quarter. 2 "Our European operations began to show signs of real progress during the quarter, with the region posting its highest quarterly market share in six years," Wagoner said. "While there is still much work to be done to restore GME to profitability, we're pleased with our improving direction in Europe." GM Asia Pacific (GMAP) reported net income of $60 million in the first quarter of 2005, compared with $275 million in the same period last year, reflecting primarily lower equity earnings in China and Japan. The region's market share rose to 5.0 percent in the first quarter of 2005 from 4.9 percent in the year-ago quarter. "GM's Asia Pacific operations delivered profitable results in a challenging environment," Wagoner said. "While net income was down from the year-ago period, we expect stronger profitability in the Asia Pacific region as the year progresses. In China, even though industry sales were down, GM continued to gain market share. We expect to continue to strengthen our product portfolio in China throughout the year as we roll out 10 new or upgraded models." GM Latin America/Africa/Mid-East (GMLAAM) earned $46 million in the first quarter of 2005, an improvement from year-ago earnings of $1 million. GMLAAM recorded record first-quarter sales volume during the quarter but market share declined slightly to 16 percent in the first quarter of 2005 from 16.2 percent a year ago. "GMLAAM reported its fifth consecutive quarter of profitability, with several countries reporting record sales volumes and market share," Wagoner said. "We're particularly pleased with our performance in Argentina, Venezuela and South Africa, where we reported double-digit sales gains." GMAC General Motors Acceptance Corp. (GMAC) earned $728 million in the first quarter of 2005 compared with $764 million in the year-ago period. "GMAC delivered solid results in a very challenging environment," Wagoner said. "Although interest-rate pressures have grown, GMAC has been very adept in funding its businesses and maintaining a strong liquidity position. At the end of the first quarter, GMAC had a balance of cash and certain marketable securities of $18.5 billion. "Much of GMAC's success stems from leveraging its core competencies -- borrowing, lending, collecting and assessing risk -- into diversified business lines that have delivered strong and growing earnings," Wagoner added. GMAC's financing operations reported net income of $248 million in the first quarter of 2005, compared with $442 million a year ago. The decrease reflects significantly lower net interest margins, partially offset by improved credit experience and stronger used car prices. Mortgage operations earned $385 million in the first quarter of 2005, up from $231 million in the comparable period last year, reflecting increases in all three of GMAC's mortgage entities - GMAC Residential Mortgage, GMAC Residential Funding Corp. and GMAC Commercial Mortgage. Although mortgage industry volumes in the first quarter of 2005 were down from year-ago levels, GMAC's residential and commercial mortgage units reported higher origination volumes during the quarter and increased market share. GMAC's insurance operations reported net income of $95 million in the first quarter of 2005, up from the $91 million in the first quarter of 2004. Strong net underwriting revenue and investment income contributed to the results. GMAC continued to provide global support for the marketing of GM vehicles with a U.S. market penetration of 54 percent of GM's retail sales in the first quarter of 2005, up from 41 percent in the year-ago period. In addition, GMAC served as a significant source of cash flow to GM through the payment of a $500 million dividend in the first quarter of 2005. Cash and Liquidity Cash, marketable securities, and readily available assets of the Voluntary Employees' Beneficiary Association (VEBA) Trust totaled $19.8 billion on March 31, 2005, excluding financing and insurance operations, down from $23.3 billion on Dec. 31, 2004. The decline reflects lower production volumes, net losses including restructuring charges and the settlement with Fiat S.p.A. 3 Automotive operating cash flow for the period ended March 31, 2005, totaled a negative $3.0 billion, before European restructuring charges and the Fiat settlement. Outlook GM expects total U.S. industry sales in the second quarter of 2005 to come in at a seasonally adjusted annual selling rate of around 17 million, about flat with the selling rate in the first quarter of 2005. Given the uncertainty affecting key elements of our financial forecast, such as resolution of the health-care cost crisis, GM has determined that it will not provide earnings guidance for the 2005-calendar year at this time. # # # In this press release and related comments by General Motors management, our use of the words "expect," "anticipate," "estimate," "project," "forecast," "outlook," "target," "objective," "plan," "goal," "pursue," "on track," and similar expressions is intended to identify forward-looking statements. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, actual results may differ materially due to numerous important factors that are described in GM's most recent report on SEC Form 10-K (at page II-20) which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. Such factors include, among others, the following: changes in economic conditions; currency-exchange rates or political stability; shortages of fuel, labor strikes or work stoppages; market acceptance of the corporation's new products; significant changes in the competitive environment; changes in laws, regulations and tax rates; and, the ability of the corporation to achieve reductions in cost and employment levels to realize production efficiencies and implement capital expenditures at levels and times planned by management. 4 General Motors Corporation List of Special Items - After Tax (Dollars in millions except per share amounts) (Unaudited) Management believes that the adjusted information set forth herein is useful to investors as it represents how Management views the results of operations and cash of the Corporation and, therefore, is the basis on which internal evaluation metrics are determined. The internal evaluation metrics are those used by the Corporation's Board of Directors to evaluate Management. Three Months Ended March 31, 2005 ------------------ Net $1-2/3 Income EPS ------ ----- REPORTED -------- Net (loss) $(1,104) $(1.95) ADJUSTMENTS ----------- Salaried Attrition Program (A) 148 0.26 Plant and Facility Impairments (B) 84 0.15 GME Restructuring Charge (C) 422 0.75 Tax Items (D) (389) (0.69) -- ---- Subtotal 265 0.47 ADJUSTED -------- --- ---- Adjusted (loss) $(839) $(1.48) === ==== (A) Salaried Attrition Program relates to voluntary early retirement and other separation programs in the U.S. in the first quarter of 2005. (B) Plant and Facility Impairments relates to the write-down to fair market value of various plant assets in connection with the first quarter announcement to discontinue production at the Lansing assembly plant during the second quarter of 2005. (C) In the fourth quarter of 2004, GM Europe announced a restructuring plan targeting a reduction in annual structural costs of an estimated $600 million by 2006. A total reduction of 12,000 employees, including 10,000 in Germany, from 2005-2007 through separation programs, early retirements, and selected outsourcing initiatives is expected. The after-tax separation cost of $422 million in the first quarter of 2005 covers approximately 5,650 people, of whom 4,900 are in Germany. The Corporation's plan is on track and anticipates further separations and associated charges in the remaining three quarters of 2005 and into 2006 and 2007. The amount of such future separation charges will be recognized in the respective periods, and will depend both on the type of separations and associated workforce demographics. (D) Tax Items relate to tax benefits (including the Medicare Part D benefit in the U.S), in excess of GM's previously communicated annual effective tax rate of 15%, which do not vary with the level of pre-tax income. Adjusted loss reflects an effective tax rate of 15%. 5 General Motors Corporation List of Special Items - After Tax (Dollars in millions except per share amounts) (Unaudited) Restated Three Months Ended March 31, 2004 ------------------ Net $1-2/3 Income EPS ------ ----- REPORTED -------- Income from continuing operations $1,208 $2.12 ===== ==== There were no special items in the First Quarter of 2004. 6 General Motors Corporation Summary Corporate Financial Results (Unaudited) First Quarter -------------- Restated 2005 2004 ---- ---- (Dollars in millions except per share amounts) Total net sales and revenues $45,773 $47,830 Adjusted $45,773 $47,830 Net income (loss) $(1,104) $1,208 Adjusted $(839) $1,208 Net margin (Net income /Total net sales and revenues) (2.4%) 2.5% Adjusted (1.8%) 2.5% Earnings (losses) per share - basic $1-2/3 par value $(1.95) $2.14 Earnings (losses) per share - diluted $1-2/3 par value $(1.95) $2.12 Earnings (losses) per share - adjusted diluted $1-2/3 par value $(1.48)(1) $2.12 GM $1-2/3 par value average shares outstanding (Mil's) Basic shares 565 564 Diluted shares 566 569 Cash dividends per share of common stocks GM $1-2/3 par value $0.50 $0.50 See reconciliation of adjusted financial results on pages 9 - 11 and footnotes on page 14. 7 General Motors Corporation Summary Corporate Financial Results (Unaudited) First Quarter -------------- Restated 2005 2004 ---- ---- Book value per share of common stocks at March 31 GM $1-2/3 par value $45.27 $46.58 Auto & Other total cash & marketable securities at March 31 ($Bil's) $15.6 $20.0 Readily-available assets in VEBA 4.2(2) 3.5 ---- ---- Total Auto & Other cash & marketable securities plus readily-available assets in VEBA $19.8 $23.5 ==== ==== Auto & Other Operations ($Mil's) Depreciation $1,270 $1,148 Amortization of special tools 816 726 Amortization of intangible assets 10 7 ----- ----- Total $2,096 $1,881 ===== ===== GM's share of nonconsolidated affiliates' net income (loss) ($Mil's) Italy $21 $18 Japan $50 $106 China $33 $162 South Korea $(8) $(8) See footnotes on page 14. 8 General Motors Corporation Summary Corporate Financial Results (Unaudited) First Quarter 2005 and 2004 -------------- (Dollars in millions) Reported Special Items Adjusted -------- ------------- -------- Restated Restated 2005 2004 2005 2004 2005 2004 ---- ---- ---- ---- ---- ---- Total net sales and revenues GMNA $25,378 $29,103 $ - $ - $25,378 $29,103 GME 7,957 7,543 - - 7,957 7,543 GMLAAM 2,299 1,833 - - 2,299 1,833 GMAP 1,694 1,599 - - 1,694 1,599 ------ ------ --- --- ------ ------ Total GMA 37,328 40,078 - - 37,328 40,078 Other (25) 59 - - (25) 59 ------ ------ --- --- ------ ------ Total Auto & Other 37,303 40,137 - - 37,303 40,137 ------ ------ --- --- ------ ------ GMAC 8,221 7,570 - - 8,221 7,570 Other Financing 249 123 - - 249 123 ------ ------ --- --- ------ ------ Total FIO 8,470 7,693 - - 8,470 7,693 ------ ------ --- --- ------ ------ Total net sales and revenues $45,773 $47,830 $ - $ - $45,773 $47,830 ====== ====== == == ====== ====== Income (loss) before income taxes, equity income and minority interests GMNA $(1,923) $575 $357 $ - $(1,566) $575 GME (875) (223) 671 - (204) (223) GMLAAM 67 8 - - 67 8 GMAP (36) 13 - - (36) 13 ----- --- ----- --- ----- --- Total GMA (2,767) 373 1,028 - (1,739) 373 Other (445) (320) 13 - (432) (320) --- --- ----- --- --- --- Total Auto & Other (3,212) 53 1,041 - (2,171) 53 ----- ----- --- --- ----- ----- GMAC 1,106 1,212 - - 1,106 1,212 Other Financing (2) (1) - - (2) (1) ----- ----- --- --- ----- ----- Total FIO 1,104 1,211 - - 1,104 1,211 ----- ----- ----- --- ----- ----- Total income (loss) before income taxes, equity income and minority interests $(2,108) $1,264 $1,041 $ - $(1,067) $1,264 ===== ===== ==== == ===== ===== 9 General Motors Corporation Summary Corporate Financial Results (Unaudited) First Quarter 2005 and 2004 -------------- (Dollars in millions) Reported Special Items Adjusted -------- ------------- -------- Restated Restated 2005 2004 2005 2004 2005 2004 ---- ---- ---- ---- ---- ---- Net income (loss) GMNA $(1,560) $401 $224 $ - $(1,336) $401 GME (525) (116) 422 - (103) (116) GMLAAM 46 1 - - 46 1 GMAP 60 275 - - 60 275 --- --- --- --- ----- --- Total GMA (1,979) 561 646 - (1,333) 561 Other 146 (117) (381) - (235) (117) ----- --- --- --- ----- --- Total Auto & Other (1,833) 444 265 - (1,568) 444 ----- --- --- --- ----- --- GMAC 728 764 - 728 764 Other Financing 1 - - - 1 - --- --- --- --- --- --- Total FIO 729 764 - - 729 764 ----- ----- --- --- ---- --- Net income (loss)$(1,104) $1,208 $265 - $(839) $1,208 ===== ===== === === ==== ===== Income tax expense (benefit) GMNA $(404) $141 $133 $ - $(271) $141 GME (327) (85) 249 - (78) (85) GMLAAM 22 5 - - 22 5 GMAP (13) 6 - - (13) 6 --- --- --- --- --- --- Total GMA (722) 67 382 - (340) 67 Other (585) (204) 394 - (191) (204) --- --- --- --- --- --- Total Auto & Other (1,307) (137) 776 - (531) (137) ----- --- --- --- --- --- GMAC 375 446 - - 375 446 Other Financing (3) (1) - - (3) (1) --- --- --- --- --- --- Total FIO 372 445 - - 372 445 --- --- --- --- --- --- Income tax expense (benefit) $(935) $308 $776 $ - $(159) $308 === === === == === === 10 General Motors Corporation Summary Corporate Financial Results (Unaudited) First Quarter 2005 and 2004 --------------- (Dollars in millions) Reported Special Items Adjusted -------- ------------- -------- Restated Restated 2005 2004 2005 2004 2005 2004 ---- ---- ---- ---- ---- ---- Effective tax rate Total GM Corp. 44% 24% 75% - 15% 24% GMNA 21% 25% 37% - 17% 25% GME 37% 38% 37% - 38% 38% GMAC 34% 37% - - 34% 37% Equity income (loss) and minority interests GMNA $(41) $(33) $ - $ - $(41) $(33) GME 23 22 - - 23 22 GMLAAM 1 (2) - - 1 (2) GMAP 83 268 - - 83 268 --- --- -- -- --- --- Total GMA $66 $255 $ - $ - $66 $255 == === == == == === 11 General Motors Corporation Operating Statistics First Quarter ---------------- 2005 2004 ---- ---- (Units in thousands) Worldwide Production Volume GMNA - Cars 470 525 GMNA - Trucks 713 820 ----- ----- Total GMNA 1,183 1,345 GME 502 473 GMLAAM 185 159 GMAP 341 296 ----- ----- Total Worldwide 2,211 2,273 ===== ===== Vehicle Unit Deliveries Chevrolet - Cars 218 214 Chevrolet - Trucks 397 387 Pontiac 100 120 GMC 123 130 Buick 61 78 Oldsmobile 1 17 Saturn 48 52 Cadillac 50 51 Other 17 18 ----- ----- Total United States 1,015 1,067 Canada, Mexico, and Other 166 164 ----- ----- Total GMNA 1,181 1,231 GME 513 501 GMLAAM 183 159 GMAP 231 224 ----- ----- Total Worldwide 2,108 2,115 ===== ===== Market Share United States - Cars 23.3% 25.9% United States - Trucks 27.1% 27.3% Total United States 25.4% 26.7% Total North America 25.2% 26.3% Total Europe 9.8% 9.4% Total LAAM 16.0% 16.2% Asia and Pacific 5.0% 4.9% Total Worldwide 13.4% 13.6% U.S. Retail/Fleet Mix % Fleet Sales - Cars 39.5% 37.8% % Fleet Sales - Trucks 18.1% 18.2% Total Vehicles 26.9% 26.7% GMNA Capacity Utilization (2 shift rated) 87.6% 90.2% GMNA Vehicle Revenue Per Unit $18,396 $19,084 12 General Motors Corporation Operating Statistics First Quarter ---------------- 2005 2004 ---- ---- GMAC's Worldwide Cost of Borrowing (3) 4.30% 3.62% Period End Debt Spreads Over U.S. Treasuries 2 Year 350 bp 140 bp 5 Year 465 bp 175 bp 10 Year 460 bp 220 bp GMAC cash reserve balances ($Bil's)(4) $18.5 $17.2 GMAC Automotive Finance Operations Consumer credit (North America) Net charge-offs as a % of managed receivables 0.96% 1.22% Retail contracts 30 days delinquent - % of average number of contracts outstanding (5) 2.09% 2.08% Retail penetration (U.S. only) Total retail contract volume and lease as % of retail sales 54% 41% SmartLease and SmartBuy as % of retail sales 20% 14% Off-lease vehicle remarketing (U.S. only) Average net gain per vehicle $1,179 $461 Off-lease vehicles terminated (units in 000s) 72 118 GMAC Mortgage Operations ($Bil's) Origination volume $41.8 $35.6 Mortgage servicing rights - net $4.2 $3.9 GMAC Insurance Operations ($Mil's) Premiums revenue written $1,118 $1,057 Investment portfolio market value $7,322 $6,531 After-tax net unrealized capital gains $463 $529 Worldwide Employment at March 31 (in 000's) United States Hourly 109 114 United States Salary 39 40 --- --- Total United States 148 154 Canada, Mexico, and Other 31 32 --- --- GMNA 179 186 GME 58 63 GMLAAM 30 25 GMAP 15 14 GMAC 34 33 Other 5 5 --- --- Total 321 326 === === Worldwide Payrolls ($Bil's) $5.3 $5.5 See footnotes on page 14. 13 General Motors Corporation Footnotes: ---------- (1) This amount is comparable to First Call analysts' consensus. (2) The increase in readily-available assets results from higher withdrawal capacity from the hourly VEBA trust due to increased other postretirement employee benefit payments, and the addition of withdrawal capacity from the salaried VEBA that was funded in 2004. (3) Calculated by dividing total interest expense (excluding mark to market adjustments) by total debt. (4) Balance at March 31, 2005 comprises $16.1 billion of cash and cash equivalents and $2.4 billion in marketable securities with maturities greater than 90 days. Balance at March 31, 2004 consisted entirely of cash. (5) Excludes accounts in bankruptcy. 14 GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, ------------------ Restated 2005 2004 ---- ------- (dollars in millions except per share amounts) Total net sales and revenues $45,773 $47,830 Cost of sales and other expenses 39,313 38,841 Selling, general, and administrative expenses 4,889 4,941 Interest expense 3,679 2,784 ------ ------ Total costs and expenses 47,881 46,566 ------ ------ Income (loss) before income taxes, equity income and minority interests (2,108) 1,264 Income tax expense (benefit) (935) 308 Equity income (loss) and minority interests 69 252 ----- ----- Net income (loss) $(1,104) $1,208 Basic earnings (loss) per share attributable to common stocks $1-2/3 par value $(1.95) $2.14 ==== ==== Earnings (loss) per share attributable to common stocks assuming dilution $1-2/3 par value $(1.95) $2.12 ==== ==== 15 GENERAL MOTORS CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION TO THE CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, ------------------ Restated 2005 2004 ---- ------- (dollars in millions AUTOMOTIVE AND OTHER OPERATIONS Total net sales and revenues $37,303 $40,137 ------ ------ Cost of sales and other expenses 36,906 36,431 Selling, general, and administrative expenses 2,837 3,023 ------ ------ Total costs and expenses 39,743 39,454 ------ ------ Interest expense 685 562 Net expense from transactions with Financing and Insurance Operations 87 68 ------ ------ Income (loss) before income taxes, equity income, and minority interests (3,212) 53 Income tax (benefit) (1,307) (137) Equity income (loss) and minority interests 72 254 ----- --- Net income - Automotive and Other Operations $(1,833) $444 ===== === FINANCING AND INSURANCE OPERATIONS Total revenues $8,470 $7,693 ----- ----- Interest expense 2,994 2,222 Depreciation and amortization expense 1,398 1,399 Operating and other expenses 2,143 1,850 Provisions for financing and insurance losses 918 1,079 ----- ----- Total costs and expenses 7,453 6,550 Net income from transactions with Automotive and Other Operations (87) (68) --- --- Income before income taxes, equity income, and minority interests 1,104 1,211 Income tax expense 372 445 Equity income (loss) and minority interests (3) (2) --- --- Net income - Financing and Insurance Operations $729 $764 === === 16 GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Restated Mar. 31, Mar. 31, 2005 Dec. 31, 2004 (Unaudited) 2004 (Unaudited) --------- --------- --------- ASSETS (dollars in millions) Cash and cash equivalents $26,389 $35,993 $28,535 Marketable securities 26,256 21,737 21,036 ------ ------ ------ Total cash and marketable securities 52,645 57,730 49,571 Finance receivables - net 190,646 199,600 186,550 Loans held for sale 22,569 19,934 18,285 Accounts and notes receivable (less allowances) 18,001 21,236 19,515 Inventories (less allowances) 13,189 12,247 11,718 Deferred income taxes 26,615 26,241 27,357 Net equipment on operating leases - (less accumulated depreciation) 34,371 34,214 31,637 Equity in net assets of nonconsolidated affiliates 6,500 6,776 6,054 Property - net 38,106 39,020 37,664 Intangible assets - net 4,864 4,925 4,727 Other assets 60,264 57,680 61,149 ------- ------- ------- Total assets $467,770 $479,603 $454,227 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable (principally trade) $28,519 $28,830 $27,163 Notes and loans payable 291,831 300,279 278,972 Postretirement benefits other than pensions 28,393 28,111 31,512 Pensions 9,300 9,455 7,795 Deferred income taxes 6,709 7,078 7,660 Accrued expenses and other liabilities 77,001 77,727 74,512 ------ ------ ------ Total liabilities 441,753 451,480 427,614 Minority interests 416 397 319 Stockholders' equity $1-2/3 par value common stock (outstanding, 565,470,511; 565,132,021; and 564,488,127 shares) 942 942 941 Capital surplus (principally additional paid-in capital) 15,234 15,241 15,135 Retained earnings 13,041 14,428 13,678 ------ ------ ------ Subtotal 29,217 30,611 29,754 Accumulated foreign currency translation adjustments (1,784) (1,194) (1,768) Net unrealized gains (losses) on derivatives 612 589 (8) Net unrealized gains on securities 535 751 762 Minimum pension liability adjustment (2,979) (3,031) (2,446) ------ ------ ------ Accumulated other comprehensive loss (3,616) (2,885) (3,460) ------- ------ ------ Total stockholders' equity 25,601 27,726 26,294 ------- ------ ------ Total liabilities and stockholders' equity $467,770 $479,603 $454,227 ======= ======= ======= 17 GENERAL MOTORS CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION TO THE CONSOLIDATED BALANCE SHEETS Restated Mar. 31, Mar. 31, 2005 Dec. 31, 2004 (Unaudited) 2004 (Unaudited) --------- --------- --------- ASSETS (dollars in millions) Automotive and Other Operations Cash and cash equivalents $10,205 $13,148 $11,262 Marketable securities 5,447 6,655 8,763 ------ ------ ------ Total cash and marketable securities 15,652 19,803 20,025 Accounts and notes receivable (less allowances) 6,493 6,713 6,868 Inventories (less allowances) 12,736 11,717 11,718 Net equipment on operating leases - (less accumulated depreciation) 6,329 6,488 6,519 Deferred income taxes and other current assets 11,002 10,794 10,855 ------ ------ ------ Total current assets 52,212 55,515 55,985 Equity in net assets of nonconsolidated affiliates 6,500 6,776 6,054 Property - net 36,265 37,170 35,768 Intangible assets - net 1,550 1,599 1,438 Deferred income taxes 17,763 17,399 18,302 Other assets 40,405 40,844 42,103 ------ ------ ------ Total Automotive and Other Operations assets 154,695 159,303 159,650 Financing and Insurance Operations Cash and cash equivalents 16,184 22,845 17,273 Investments in securities 20,809 15,082 12,273 Finance receivables - net 190,646 199,600 186,550 Loans held for sale 22,569 19,934 18,285 Net equipment on operating leases (less accumulated depreciation) 28,042 27,726 25,119 Other assets 34,825 35,113 35,077 Net receivable from Automotive and Other Operations 2,300 2,426 1,660 ------ ------ ------- Total Financing and Insurance Operations assets 315,375 322,726 296,237 ------- ------- ------- Total assets $470,070 $482,029 $455,887 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Automotive and Other Operations Accounts payable (principally trade) $24,168 $24,257 $23,970 Loans payable 2,446 2,062 2,868 Accrued expenses 44,269 46,147 45,305 Net payable to Financing and Insurance Operations 2,300 2,426 1,660 ------ ------ ------ Total current liabilities 73,183 74,892 73,803 Long-term debt 29,879 30,460 29,557 Postretirement benefits other than pensions 23,685 23,406 27,519 Pensions 9,209 9,371 7,731 Other liabilities and deferred income taxes 15,381 15,657 15,617 ------- ------- ------- Total Automotive and Other Operations liabilities 151,337 153,786 154,227 Financing and Insurance Operations Accounts payable 4,351 4,573 3,193 Debt 259,506 267,757 246,547 Other liabilities and deferred income taxes 28,859 27,790 25,307 ------- ------- ------- Total Financing and Insurance Operations liabilities 292,716 300,120 275,047 ------- ------- ------- Total liabilities 444,053 453,906 429,274 Minority interests 416 397 319 Total stockholders' equity 25,601 27,726 26,294 ------- ------- ------- Total liabilities and stockholders' equity $470,070 $482,029 $455,887 ======= ======= ======= 18 GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, ------------------ Restated 2005 2004 ---- ------- (dollars in millions Net cash used in operating activities $(4,137) $(3,279) Cash flows from investing activities Expenditures for property (1,288) (1,399) Investments in marketable securities - acquisitions (6,178) (2,652) Investments in marketable securities - liquidations 4,567 2,905 Net originations and purchases of mortgage servicing rights (397) (300) Increase in finance receivables (391) (11,076) Proceeds from sales of finance receivables 6,475 5,962 Operating leases - acquisitions (3,672) (3,153) Operating leases - liquidations 1,439 1,957 Investments in companies, net of cash acquired (75) 5 Other (2,496) (2,196) Net cash used in investing activities (2,016) (9,947) Cash flows from financing activities Net increase in loans payable 1,292 2,217 Long-term debt - borrowings 10,545 20,677 Long-term debt - repayments (16,127) (15,068) Cash dividends paid to stockholders (283) (282) Other 1,566 1,764 ------ ------ Net cash provided by (used in) financing activities (3,007) 9,308 Effect of exchange rate changes on cash and cash equivalents (444) (101) ------ ------ Net decrease in cash and cash equivalents (9,604) (4,019) Cash and cash equivalents at beginning of the period 35,993 32,554 ------ ----- Cash and cash equivalents at end of the period $26,389 $28,535 ====== ====== 19 GENERAL MOTORS CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Automotive and Financing and Other Insurance -------------- ------------- Three Months Ended March 31, ---------------------------------------- Restated 2005 2004 2005 2004 ---- ---- ---- ---- (dollars in millions) Net cash used in operating activities $(2,555) $(1,809) $(1,582) $(1,470) Cash flows from investing activities Expenditures for property (1,233) (1,298) (55) (101) Investments in marketable securities - acquisitions (93) (700) (6,085) (1,952) Investments in marketable securities - liquidations 1,429 1,004 3,138 1,901 Net change in mortgage services rights - - (397) (300) Increase in finance receivables - - (391) (11,076) Proceeds from sales of finance receivables - - 6,475 5,962 Operating leases - acquisitions - - (3,672) (3,153) Operating leases - liquidations - - 1,439 1,957 Net investing activity with Financing and Insurance Operations 500 - - - Investments in companies, net of cash acquired (75) (16) - 21 Other (374) (16) (2,122) (2,180) --- -- ----- ----- Net cash provided by (used in) investing activities 154 (1,026) (1,670) (8,921) Cash flows from financing activities Net increase (decrease) in loans payable 223 (149) 1,069 2,366 Long-term debt - borrowings 13 24 10,532 20,653 Long-term debt - repayments - (26) (16,127) (15,042) Net financing activity with Automotive & Other - - (500) - Cash dividends paid to stockholders (283) (282) - - Other - 34 1,566 1,730 ---- ---- ----- ----- Net cash provided by (used in) financing activities (47) (399) (3,460) 9,707 Effect of exchange rate changes on cash and cash equivalents (369) (96) (75) (5) Net transactions with Automotive/Financing Operations (126) 168 126 (168) --- --- ------ --- Net decrease in cash and cash equivalents (2,943) (3,162) (6,661) (857) Cash and cash equivalents at beginning of the period 13,148 14,424 22,845 18,130 ------ ------ ------ ------ Cash and cash equivalents at end of the period $10,205 $11,262 $16,184 $17,273 ====== ====== ====== ====== 20 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: April 19, 2005 By: /s/PETER R. BIBLE --- ----------------- (Peter R. Bible, Chief Accounting Officer) 21