General Motors 2012 Annual Report Download - page 21

GENERAL MOTORS COMPANY AND SUBSIDIARIES
General Motors Company was formed in 2009 originally as a Delaware limited liability company, Vehicle Acquisition Holdings
LLC, and subsequently converted to a Delaware corporation, NGMCO, Inc. This company, which on July 10, 2009 acquired
substantially all of the assets and assumed certain liabilities of General Motors Corporation through a Section 363 sale under Chapter
11 of the U.S. Bankruptcy Code (363 Sale) and changed its name to General Motors Company, is sometimes referred to in this Annual
Report on Form 10-K (2012 Form 10-K) for the periods on or subsequent to July 10, 2009 as “we,” “our,” “us,” “ourselves,” the
“Company,” “General Motors,” or “GM.” General Motors Corporation is sometimes referred to in this 2012 Form 10-K, for the
periods on or before July 9, 2009, as “Old GM,” as it is the predecessor entity solely for accounting and financial reporting purposes.
On July 10, 2009 in connection with the 363 Sale, General Motors Corporation changed its name to Motors Liquidation Company,
which is sometimes referred to in this 2012 Form 10-K for the periods after July 10, 2009 as “MLC.” On December 15, 2011 MLC
was dissolved and the Motors Liquidation Company GUC Trust (GUC Trust) assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not concluded prior to MLC’s dissolution. MLC transferred to the GUC
Trust all of MLC’s remaining undistributed shares of our common stock and warrants to acquire our common stock.
Presentation and Estimates
Basis of Presentation
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with
the accompanying consolidated financial statements.
We analyze the results of our business through our five segments, namely GM North America (GMNA), GME, GM International
Operations (GMIO), GM South America (GMSA) and GM Financial.
Consistent with industry practice, market share information includes estimates of industry sales in certain countries where public
reporting is not legally required or otherwise available on a consistent basis.
Use of Estimates in the Preparation of the Financial Statements
The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments
and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are
appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results
could differ from the original estimates, requiring adjustments to these balances in future periods.
Prior Period Financial Statements Conformed to Current Period Presentation
In 2012 we changed the presentation of our consolidated balance sheet, consolidated statements of cash flows and certain notes to
the consolidated financial statements to classify the assets and liabilities of GM Financial as current or non-current and to combine
line items which were either of a related nature or not individually material. We have made corresponding reclassifications to the
comparable information for all periods presented.
Overview
Our Company commenced operations on July 10, 2009 when we completed the acquisition of substantially all of the assets and
assumption of certain liabilities of Old GM through a 363 Sale under Chapter 11 of the U.S. Bankruptcy Code. By commencing
operations following the 363 Sale, we were able to take advantage of a competitive labor agreement with our unions, a restructured
dealer network and a reduced and refocused brand strategy in the U.S. focused on four brands.
In November and December of 2010 we consummated a public offering of 550 million shares of our common stock and 100 million
shares of Series B Preferred Stock and listed both of these securities on the New York Stock Exchange and the common stock on the
Toronto Stock Exchange. In April 2011 in connection with MLC’s distribution of warrants for our common stock to its unsecured
creditors, we listed the warrants expiring July 10, 2016 and the warrants expiring July 10, 2019 on the New York Stock Exchange.
General Motors Company 2012 ANNUAL REPORT18