SEC Comment Letter for GENERAL MOTORS CORP (CIK 0000040730) — Dec 15, 2005
GENERAL MOTORS CORP (CIK 0000040730)
Date: Dec. 15, 2005 · CIK: 0000040730 · Accession: 0000000000-05-062539
AI Filing Summary & Sentiment
Letter
Mail Stop 3651 BY U.S. Mail and Facsimile [ (313) 667-2371 ] Mr. Peter R. Bible Chief Accounting Officer GENERAL MOTORS CORPORATION 300 Renaissance Center Detroit, Michigan 48265-3000
Re: General Motors Corporation Form 10-K for Fiscal Year Ended December 31, 2004 Filed March 16, 2005 File No. 1-143
Dear Mr. Bible:
We have reviewed the above referenced filing based upon an examination restricted solely to considerations of Selected Financial Data, Management`s Discussion and Analysis, and the Financial Statements and have the following comments. Where indicated, we think you should revise your documents in response to these comments in future filings with us. Please confirm that such comments will be complied with. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing the information, we may or may not raise additional comments.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted in electronic form, under the label "corresp," within 15 business days of the date of this letter.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K (Fiscal Year Ended December 31, 2004)
Management`s Discussion and Analysis, page II-4
GMAC Financial Review, page II-10
1. We note your explanation for the increase in net income from financing operations in fiscal 2004 and 2003, includes there were lower credit loss provisions. Expand to discuss the amounts involved, such as the decreases made to your loan loss provisions in the each of the most recent three year period and explain your analysis in determining that lower credit loss provisions were appropriate in comparison with historical experience of loan losses and recent market factors and trends which would lead management to conclude that the established reserves should be reduced.
Book Value per Share, page II- 15
2. We note that your book value per share substantially exceeds the recent trading price of your common stock. In light of this fact, please add disclosure to explain to investors why book value per share is a meaningful financial measure in your business. Also, please indicate whether you believe the excess of your book value per share over the trading price of your common stock is a potential indicator of impairment, and discuss the reasons for your position in this regard.
Form 10-Q (Quarter Ended September 30, 2005)
Financial Statements
Note 3. Asset Impairments, page 14
3. Please expand your disclosure here and in MD&A to disclose how the impairment charges were determined for each region and the number of employees impacted. In this regard, include disclosure of whether your review was triggered by specific events and, if so, describe the triggering events for each region. Also, describe whether the product-specific assets were discontinued and/or written-down and whether office and production facilities were closed and lease contracts terminated. Separately discuss the total impairment charge attributed to product-specific assets and those of office and production facilities to the extent not disclosed in MD&A.
Note 8. Commitments and Contingent Matters, page 16
4. Reference is made to your disclosure of the appropriate accounting treatment for supplier price reductions or credits. Supplementally tell us when and how you determined that your accounting for supplier credits required review of the accounting treatment. Tell us how you determined which supplier credits were erroneously recorded as income in the period received rather than in a future period. Also, disclose and tell us your accounting policy for recognizing supplier credits. Tell us the amounts involved for each respective year (i.e., 2000 through 2004 and each of the quarters in fiscal 2005), and why restatement will be made for 2001 and subsequent periods, but not for 2000. Finally, tell us when you expect your internal review of supplier credits to be completed and your expectation of when the final restatement will occur.
Other
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Closing
You may contact Ms. Beverly A. Singleton at (202) 551-3328, Staff Accountant, if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3211 with any other questions.
Sincerely,
David R. Humphrey
Accounting Branch Chief
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Show Raw Text
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<TEXT>
December 15, 2005
Mail Stop 3651
BY U.S. Mail and Facsimile [ (313) 667-2371 ]
Mr. Peter R. Bible
Chief Accounting Officer
GENERAL MOTORS CORPORATION
300 Renaissance Center
Detroit, Michigan 48265-3000
Re: General Motors Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 16, 2005
File No. 1-143
Dear Mr. Bible:
We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments. Where indicated, we
think you should revise your documents in response to these
comments
in future filings with us. Please confirm that such comments will
be
complied with. If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing the information, we may or may not raise additional
comments.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 15 business days of the date of this letter.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K (Fiscal Year Ended December 31, 2004)
Management`s Discussion and Analysis, page II-4
GMAC Financial Review, page II-10
1. We note your explanation for the increase in net income from
financing operations in fiscal 2004 and 2003, includes there were
lower credit loss provisions. Expand to discuss the amounts
involved, such as the decreases made to your loan loss provisions
in
the each of the most recent three year period and explain your
analysis in determining that lower credit loss provisions were
appropriate in comparison with historical experience of loan
losses
and recent market factors and trends which would lead management
to
conclude that the established reserves should be reduced.
Book Value per Share, page II- 15
2. We note that your book value per share substantially exceeds
the
recent trading price of your common stock. In light of this fact,
please add disclosure to explain to investors why book value per
share is a meaningful financial measure in your business. Also,
please indicate whether you believe the excess of your book value
per
share over the trading price of your common stock is a potential
indicator of impairment, and discuss the reasons for your position
in
this regard.
Form 10-Q (Quarter Ended September 30, 2005)
Financial Statements
Note 3. Asset Impairments, page 14
3. Please expand your disclosure here and in MD&A to disclose how
the
impairment charges were determined for each region and the number
of
employees impacted. In this regard, include disclosure of whether
your review was triggered by specific events and, if so, describe
the
triggering events for each region. Also, describe whether the
product-specific assets were discontinued and/or written-down and
whether office and production facilities were closed and lease
contracts terminated. Separately discuss the total impairment
charge
attributed to product-specific assets and those of office and
production facilities to the extent not disclosed in MD&A.
Note 8. Commitments and Contingent Matters, page 16
4. Reference is made to your disclosure of the appropriate
accounting
treatment for supplier price reductions or credits.
Supplementally
tell us when and how you determined that your accounting for
supplier
credits required review of the accounting treatment. Tell us how
you
determined which supplier credits were erroneously recorded as
income
in the period received rather than in a future period. Also,
disclose and tell us your accounting policy for recognizing
supplier
credits. Tell us the amounts involved for each respective year
(i.e., 2000 through 2004 and each of the quarters in fiscal 2005),
and why restatement will be made for 2001 and subsequent periods,
but
not for 2000. Finally, tell us when you expect your internal
review
of supplier credits to be completed and your expectation of when
the
final restatement will occur.
Other
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
Closing
You may contact Ms. Beverly A. Singleton at (202) 551-3328,
Staff Accountant, if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3211 with any other questions.
Sincerely,
David R. Humphrey
Accounting Branch Chief
??
??
??
??
Peter R. Bible
General Motors Corporation
December 15, 2005
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