SEC Comment Letter for General Motors Co (GM) (CIK 0001467858) (GM) — Sep 29, 2016
General Motors Co (GM) (CIK 0001467858)
Date: Sept. 29, 2016 · CIK: 0001467858 · Accession: 0000000000-16-095119
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34960
Letter
September 28 , 2016 Charles K. Stevens III Executive Vice President and Chief Financial Officer General Motors Company 300 Renaissance Center Detroit, Michigan 48265 -3000
Re: General Motors Company Form 8-K dated July 21, 2016 Filed July 21, 2016 File No. 001-34960
Dear Mr. Stevens :
We have limited our review of your filing to those issues w e have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments appl y to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8 -K dated July 21, 2016
Exhibit 99.1
1. In your next earnings release, please provide a more substantive and concise discussion of how each of your non -GAAP me asures is useful to investors. Please provide us with your proposed changes in your response letter .
2. Please revise your next earnings release to (a ) provide at least an equally prominent descriptive characterization of your GAAP measures when describing your non -GAAP measures (e.g., “record EBIT ”); and (b) begin your reconciliations with GAAP results rather than non-GAAP results. See Question 102.10 of the updated Non-GAAP C ompliance and Disclosure Interpretations issued on May 17, 2016.
3. Please quantify significant components of “special items” in the narrative discussion of those adjustments.
Charles K. Stevens III General Motors Company September 28 , 2016 Page 2
4. Please retitl e return on invested capital (ROIC) to make clear that it is calculated on an adjusted basis using EBIT -adjusted rather than net income in your next earnings release.
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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 responding to our comments, please provide a written 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 proce eding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Amy Geddes at 202 -551-3304 or Lyn Shenk at 202 -551-3380 with any questions related to these comments. You may also contact me at 202 -551-3377.
Sincerely,
/s/ Andrew Mew
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September 28 , 2016 Charles K. Stevens III Executive Vice President and Chief Financial Officer General Motors Company 300 Renaissance Center Detroit, Michigan 48265 -3000 Re: General Motors Company Form 8-K dated July 21, 2016 Filed July 21, 2016 File No. 001-34960 Dear Mr. Stevens : We have limited our review of your filing to those issues w e have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments appl y to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8 -K dated July 21, 2016 Exhibit 99.1 1. In your next earnings release, please provide a more substantive and concise discussion of how each of your non -GAAP me asures is useful to investors. Please provide us with your proposed changes in your response letter . 2. Please revise your next earnings release to (a ) provide at least an equally prominent descriptive characterization of your GAAP measures when describing your non -GAAP measures (e.g., “record EBIT ”); and (b) begin your reconciliations with GAAP results rather than non-GAAP results. See Question 102.10 of the updated Non-GAAP C ompliance and Disclosure Interpretations issued on May 17, 2016. 3. Please quantify significant components of “special items” in the narrative discussion of those adjustments. Charles K. Stevens III General Motors Company September 28 , 2016 Page 2 4. Please retitl e return on invested capital (ROIC) to make clear that it is calculated on an adjusted basis using EBIT -adjusted rather than net income in your next earnings release. 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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 responding to our comments, please provide a written 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 proce eding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Amy Geddes at 202 -551-3304 or Lyn Shenk at 202 -551-3380 with any questions related to these comments. You may also contact me at 202 -551-3377. Sincerely, /s/ Andrew Mew Andrew Mew Senior Assistant Chief Accountant Office of Transportation and Leisure