SEC Company Response from General Motors Co (GM) (CIK 0001467858) (GM) — Jun 2, 2015
General Motors Co (GM) (CIK 0001467858)
Date: June 2, 2015 · CIK: 0001467858 · Accession: 0001467858-15-000140
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34960
Referenced dates: May 26, 2015
Letter
VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporate Finance RE: General Motors Company Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 4, 2015 File No. 001-34960
Dear Ms. Raminpour:
This letter from General Motors Company (the “Company” or “GM”) is in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 26, 2015, relating to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2014 (File No. 001-34960) filed with the Commission on February 4, 2015 (the “Form 10-K”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.
Form 10-K for the Year Ended December 31, 2014
Exhibit 12
1.
Since your ratio of earnings to fixed charges is less than 1 for the year ended December 31, 2012, please revise to disclose the dollar amount of the deficiency of earnings to cover fixed charges for this period. Refer to the guidance in Instruction 2 to Item 503(d) of Regulation S-K.
The Company respectfully advises the Staff that the disclosures required under the guidance in Instruction 2 to Item 503(d) of Regulation S-K are included in the following sentence under the table that includes the calculation of the ratio of earnings to fixed charges on Exhibit 12:
“Earnings in the year ended December 31, 2012 were inadequate to cover fixed charges by $28.8 billion and combined fixed charges and preferred stock dividends by $29.7 billion.”
Form 8-K filed April 23, 2015
2.
We note from the press release included in exhibit 99.1 that EBIT-adjusted is the first measure presented in the exhibit, prior to net income. As required by instruction 2 of Item 2.02 of Form 8-K and Item 10(e)(1)(i)(A) of Regulation S-K, please revise to present GAAP net income with equal or greater prominence to the non-GAAP measure EBIT-adjusted.
In response to the Staff’s comment, the Company will ensure that its disclosures in future filings present GAAP net income with equal or greater prominence to the non-GAAP measure EBIT-adjusted.
3.
We further note from page 1 of exhibit 1 of your first quarter 2015 earnings release that you reconcile EBIT-adjusted to Income (loss) before income taxes. Please note that the most directly comparable GAAP measure would be net income (loss). Refer to Question 103.02 outlined in the Division of Corporation Finance’s Compliance and Disclosure Interpretations regarding Non-GAAP measures maintained on the Commission’s website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm and revise appropriately.
In response to the Staff’s comment, the Company proposes to revise its disclosures in future filings to reconcile the non-GAAP measure EBIT-adjusted to the most directly comparable GAAP measure net income attributable to stockholders as follows:
The following table summarizes the reconciliation of EBIT-adjusted to its most comparable U.S. GAAP measure, Net income attributable to stockholders (dollars in millions):
Three Months Ended
March 31, 2015
March 31, 2014
Operating segments
GM North America (GMNA)
$
2,182
$
GM Europe (GME)
(239
)
(284
)
GM International Operations (GMIO)
GM South America (GMSA)
(214
)
(156
)
General Motors Financial Company, Inc. (GM Financial)(a)
Total operating segments(a)
2,314
Corporate and eliminations
(232
)
(124
)
EBIT-adjusted(b)
2,082
Special items
(547
)
(427
)
Automotive interest income
Automotive interest expense
(110
)
(103
)
Income tax benefit (expense)
(529
)
Net income attributable to stockholders
$
$
__________________
(a)
GM Financial amounts represent income before income taxes-adjusted.
(b)
GM's automotive operations' interest income and interest expense are recorded centrally in Corporate.
In connection with the responses to your comments we hereby acknowledge that:
•
The Company is responsible for the adequacy and accuracy of the disclosure in its 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.
We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-3434.
Very Truly Yours,
/s/ THOMAS S. TIMKO
Show Raw Text
CORRESP 1 filename1.htm SEC Comments 05262015 Response Thomas S. Timko Vice President, Controller, & CAO General Motors Company M/C 482-C34-D71 300 Renaissance Center Detroit, MI 48265 313-667-3434 June 2, 2015 VIA EDGAR AND OVERNIGHT DELIVERY Melissa Raminpour Branch Chief Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 RE: General Motors Company Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 4, 2015 File No. 001-34960 Dear Ms. Raminpour: This letter from General Motors Company (the “Company” or “GM”) is in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 26, 2015, relating to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2014 (File No. 001-34960) filed with the Commission on February 4, 2015 (the “Form 10-K”). In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto. Form 10-K for the Year Ended December 31, 2014 Exhibit 12 1. Since your ratio of earnings to fixed charges is less than 1 for the year ended December 31, 2012, please revise to disclose the dollar amount of the deficiency of earnings to cover fixed charges for this period. Refer to the guidance in Instruction 2 to Item 503(d) of Regulation S-K. The Company respectfully advises the Staff that the disclosures required under the guidance in Instruction 2 to Item 503(d) of Regulation S-K are included in the following sentence under the table that includes the calculation of the ratio of earnings to fixed charges on Exhibit 12: “Earnings in the year ended December 31, 2012 were inadequate to cover fixed charges by $28.8 billion and combined fixed charges and preferred stock dividends by $29.7 billion.” Form 8-K filed April 23, 2015 2. We note from the press release included in exhibit 99.1 that EBIT-adjusted is the first measure presented in the exhibit, prior to net income. As required by instruction 2 of Item 2.02 of Form 8-K and Item 10(e)(1)(i)(A) of Regulation S-K, please revise to present GAAP net income with equal or greater prominence to the non-GAAP measure EBIT-adjusted. In response to the Staff’s comment, the Company will ensure that its disclosures in future filings present GAAP net income with equal or greater prominence to the non-GAAP measure EBIT-adjusted. 3. We further note from page 1 of exhibit 1 of your first quarter 2015 earnings release that you reconcile EBIT-adjusted to Income (loss) before income taxes. Please note that the most directly comparable GAAP measure would be net income (loss). Refer to Question 103.02 outlined in the Division of Corporation Finance’s Compliance and Disclosure Interpretations regarding Non-GAAP measures maintained on the Commission’s website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm and revise appropriately. In response to the Staff’s comment, the Company proposes to revise its disclosures in future filings to reconcile the non-GAAP measure EBIT-adjusted to the most directly comparable GAAP measure net income attributable to stockholders as follows: The following table summarizes the reconciliation of EBIT-adjusted to its most comparable U.S. GAAP measure, Net income attributable to stockholders (dollars in millions): Three Months Ended March 31, 2015 March 31, 2014 Operating segments GM North America (GMNA) $ 2,182 $ 557 GM Europe (GME) (239 ) (284 ) GM International Operations (GMIO) 371 252 GM South America (GMSA) (214 ) (156 ) General Motors Financial Company, Inc. (GM Financial)(a) 214 221 Total operating segments(a) 2,314 590 Corporate and eliminations (232 ) (124 ) EBIT-adjusted(b) 2,082 466 Special items (547 ) (427 ) Automotive interest income 49 53 Automotive interest expense (110 ) (103 ) Income tax benefit (expense) (529 ) 224 Net income attributable to stockholders $ 945 $ 213 __________________ (a) GM Financial amounts represent income before income taxes-adjusted. (b) GM's automotive operations' interest income and interest expense are recorded centrally in Corporate. In connection with the responses to your comments we hereby acknowledge that: • The Company is responsible for the adequacy and accuracy of the disclosure in its 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. We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-3434. Very Truly Yours, /s/ THOMAS S. TIMKO Thomas S. Timko Vice President, Controller and Chief Accounting Officer