2011 q3 call transcript

8/13/2019 2011 Q3 Call Transcript

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Dan Akerson- General Motors Company - Chairman, CEO

Thanks, Randy. Good morning, everyone, and thank you for joining us. In summary, we produced a solid quarter, generating our best results in

North America and China, the world's most important auto markets, where GM is a market leader.Today's results are an affirmation that we continue

to make steady progress on our long-term goal of sustained financial performance. Having said that, it's also clear we have a lot more work to do,especially in Europe, which is being hurt by challenging economic conditions, and in South America.

Turning to slide 2, our global deliveries and net revenue were both up nicely year-over-year, reflecting the benefits of our broad global footprin

and the value consumers see in our vehicles. Our deliveries were up 9% to 2.2 million units, and net revenue was up 8% to $36.7 billion. It is always

nice to outpace the market, which we were able to do with our global share increasing to 12%, including gains in North America and China.

We delivered $2.2 billion in EBIT-adjusted, down $100 million versus the prior year.We saw higher volume and better pricing, but that was offse

by increased costs, which were mostly engineering and marketing expenses, as well as unfavorable vehicle mix.

We continue to be encouraged by the strong performance of GM North America, which improved its EBIT-adjusted to $2.2 billion largely on the

strength of a strong sales of fuel-efficient vehicles across the portfolio. Despite a $300 million improvement versus a year ago, GM Europe lost $300

million in the quarter, reflecting the weakened vehicle market there, which itself is a manifestation of Europe's economic morass.

GMIO reported EBIT-adjusted of $400 million, down $100 million from a year-ago levels mainly due to increased engineering expenses at our fully

consolidated units. GM South America recorded breakeven EBIT-adjusted, down $200 million from the third quarter in 2010, largely due to increased

costs.

During the third quarter we continued to make good progress strengthening our fortress balance sheet.Yesterday we announced the establishment

of the Canadian Health Care Trust, reducing our OPEB liabilities by $3 billion.

In the third quarter we generated $1.8 billion in automotive cash flow from operating activities and $300 million in automotive free cash flow.

We ended the quarter with available automotive liquidity of approximately $39 billion. All in all, a solid quarter in which we continued to generate

profits and cash despite the uneven global economy. But we have opportunities within our control and challenges outside of our control to work

through, as we pursue sustained, profitable growth around the globe.

Away from the numbers, we had a very busy third quarter indeed, accomplishing a number of things that bode well for the Company's future. First

and foremost among them of course was completing a four-year labor agreement with our UAW partners.The new contract is a landmark deal fo

all involved, and it's very important to us because it allows us to maintain our low breakeven level and protect our balance sheet. It also gives ou

employees an even more direct stake in the Company's performance and, very importantly, it creates jobs.

In other news since I last spoke to you, GM has seen some very important corporate credit rating upgrades, thanks to continued solid operating

performance, our fortress balance sheet, and a new labor agreement. Both S&P and Moody's now have us just 1 notch below investment grade.

We signed a new agreement with SAIC for electric vehicle development.We intend to lead the way -- we intend to lead the industry in advanced

technology, and this is just another step in that direction.

We also signed an agreement with LG Group to jointly design and engineer future electric vehicles.This will help us expand the number and typesof electric vehicles we can offer by leveraging LG's proven expertise in batteries and other systems.

We also announced a number of new, important products. The Cadillac ELR, the world's first extended range luxury electric vehicle.The Chevrole

Colorado midsize pickup. The Chevrolet Spark mini-electric vehicle.The Chevrolet Trailblazer midsize SUV for global markets. And of course we

marked Chevrolet's centennial by producing the best sales so far in the Company's 100-year history.

That is just some of the news we have made. Continue to watch this space for more. Now I would like to turn it over to Dan Ammann.

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Dan Ammann- General Motors Company - SVP, CFO

Thanks, Dan. On slide 4 we provide a summary of our third-quarter 2011 results compared to the prior year. Net revenues were $36.7 billion for the

third quarter of 2011, up $2.6 billion versus the prior year. Operating income was $1.8 billion, up $100 million versus the prior year.

Net income to common stockholders was $1.7 billion, which includes approximately $200 million reduction related to the allocation of undistributed

earnings to the Series B mandatory preferred under the two-class method.The two-class method was not applicable in the third quarter of 2010

as the Series B had not yet been issued. The remaining $100 million reduction in net income to common was driven by decreased EBIT in the

absence of favorable tax items experienced in the third quarter of 2010.

Earnings per share was $1.03 on a fully diluted basis, compared to $1.20 from the prior year.The reduction versus the prior year was driven primarily

by the dilutive impact of the issuance of the Series B mandatory preferred of $0.10; the dilutive impact of the 60 million shares contributed to the

US pension plans of $0.04; and the reduction of earnings available to common of $0.03.

Moving to the non-GAAP metrics on the bottom of the page, EBIT-adjusted was $2.2 billion for the third quarter of 2011, down $100 million versu

the prior year. Automotive free cash flow was $300 million, down $1.1 billion versus the prior year.

In summary, while our consolidated results were solid, we clearly have more work to do towards our goal of achieving long-term, sustainable

performance.

Turning to slide 5, we did not have any special items in the third quarter of 2011 or the prior year; therefore there was no impact to net income o

earnings per share.

On slide 6 we provide a walk from operating income to EBIT-adjusted. As we previously covered, operating income was $1.8 billion for the third

quarter of 2011. Equity income was $400 million, primarily due to our share of income earned by our JVs in China.

Non-controlling interest represents primarily GM Korea. And for the third quarter of 2011, this was zero on a rounded basis.

Non-operating income was also zero for the third quarter of 2011, down $300 million from the prior year. This decrease is due to the absence ofavorable foreign exchange experienced last year.

This totals to EBIT of $2.2 billion for the third quarter of 2011, down $100 million from the prior year.There were no adjustments for the quarter

so EBIT and EBIT-adjusted are the same.

On slide 7 we provide the composition of EBIT by region for the third quarter of 2010 and 2011. GMNA's EBIT was $2.2 billion for the third quarte

of 2011, up $100 million from the prior year. GME's EBIT was a loss of $300 million; however, an improvement of $300 million from the prior year.

GMIO had EBIT of $400 million, down $100 million versus the prior year. And GMSA's EBIT rounded to zero, down $200 million from 2010.

GM Financial reported pretax results of $200 million. And Corporate and Eliminations were $200 million unfavorable for the third quarter versus

flat for the prior year, mostly reflecting unfavorable foreign currency movements.This nets to an EBIT and EBIT-adjusted of $2.2 billion for the third

quarter of 2011.

Turning to slide 8, we provide global deliveries and market share for the last five quarters. For the third quarter of 2011, our global business -- ou

global deliveries were approximately 2.2 million vehicles, up more than 180,000 vehicles from the prior year.

The improvement was the result of a 700,000-unit increase in the industry as well as the success of our fuel-efficient product offering globally. Fo

the third quarter of 2011 our global market share was 12%, up 0.6 percentage points from the prior year.

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Slide 9 shows our consolidated EBIT for the last five quarters. For quarters in which there were special items, EBIT-adjusted is represented by a line.

As we previously covered, we posted EBIT of $2.2 billion for the third quarter of 2011, down $100 million from the prior year.

For the third quarter of 2011, our EBIT-adjusted margin was 6%, down 0.7 percentage points from the prior year.This is primarily related to declinesin GMIO and South America, which we will cover in the segment reviews. Clearly we have more work to do to fully realize our margin opportunity

Turning to slide 10, we provide a year-over-year comparison of our consolidated EBIT. Starting on the left, our consolidated EBIT was $2.3 billion

for the third quarter of 2010.

Moving to the middle portion of the slide, we walk the $100 million decline in EBIT.Volume and mix was flat compared to the third quarter of 2010

This includes $600 million in favorable volume, largely driven by a 4% increase in the industry, and a 0.6 percentage point increase in market share

Mix was unfavorable due primarily to higher compact car volume in GM North America.

Price was favorable $400 million for the quarter. Costs were unfavorable $400 million, which includes $300 million in increased engineering; $200

million in increased marketing; and $200 million in increased commodity and freight costs; partially offset by $300 million in lower depreciation

and amortization expense.

Other was unfavorable $100 million, mostly reflecting unfavorable foreign exchange in the Corporate sector, offset by the consolidation of GM

Financial.This totals to a consolidated EBIT-adjusted of $2.2 billion.

Turning to slide 11 we will now cover the segment reviews starting with GM North America. GMNA deliveries were 745,000 vehicles for the third

quarter of 2011, up 85,000 units from the prior year. The increase was driven by a 230,000 unit increase in the North American industry and a 1.1

percentage point increase in GMNA market share to 18.8%.

US market share increased 1.4 percentage points to 19.7%, but was down slightly from the second quarter. This decline was related primarily to

decreases in fleet volume, as our retail share remained flat at 17.6%.

On slide 12 we provide what we view as key performance indicators for GM North America. The two lines on the top of the slide represent GM's US

total and retail share; the bars on the slide represent GM's average US retail incentives on a per-unit basis. Our US retail incentive spending as a

percentage of average transaction price and a comparison to the industry average is noted on the bottom of the slide.

For the third quarter of 2011, our US retail share was 17.6%, up 1.4 percentage points versus the prior year and equal to the second quarter. Our

incentive levels on an absolute basis have declined approximately $400 per unit from the prior year, but have increased from the second quarter

as we entered our model year sell-down and incentive levels increased across the industry.

On a percentage of ATP basis our incentives were 9.8%, down 1.2 percentage points from the prior year. This puts us at 102% for the industry

average levels for the third quarter, essentially flat versus the prior year and the second quarter.

For October our retail market share was 16.5%. Our incentives were 8.9% of ATP, which is just above the industry average for the month. In terms

of incentive levels we continue to be at approximately industry average on a percentage of ATP basis, and would expect that to remain the case

going forward.These results for share and incentives demonstrate the impact of our plan to produce great vehicles that customers are willing to

pay for.

On slide 13 we have GMNA's EBIT and EBIT-adjusted for the last five quarters. GMNA's EBIT was $2.2 billion for the third quarter of 2011, up $100

million versus the prior year. Revenue was $21.9 billion, up $400 million versus the prior year due to the impact of increased volume of $900 million

offset with an favorable mix of $800 million and favorable pricing of $300 million.

GMNA's EBIT-adjusted margin was 10% for the third quarter, up 0.1 percentage points from the prior year and the highest for GMNA since the new

company was formed.

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US dealer inventory was 558,000 units at the end of the third quarter, or 67 days supply.This is a 47,000 unit or 6 selling day reduction from June

levels. Based on our current industry expectations we anticipate we will end the year at dealer stock levels in the high 500,000s; and this include

meeting our goal of approximately 200,000 full-size pickup truck or approximately 90 days' supply at year-end.

On slide 14 we provide the year-over-year comparison of GMNA's third-quarter EBIT. Starting on the left-hand side, GMNA's EBIT was $2.1 billion

for the third quarter of 2010. The middle section of the slide details the $100 million improvement in GMNA EBIT.

Volume and mix was unfavorable $400 million.This includes a $300 million improvement in volume driven by a 6% increase in the industry and a

1.1 percentage point increase in market share, partially offset by 70,000 units and lower stock builds. In the third quarter of 2011, dealer inventory

was depleted by approximately 41,000 units compared to building approximately 30,000 units the prior year.

Vehicle mix was unfavorable $700 million due primarily to increased production of compact cars. GMNA production in this segment was virtually

zero in the third quarter of 2010, as we were just beginning the Cruze launch and had already phased out the Cobalt.

Price was favorable on a year-over-year basis $300 million due to the success of our new fuel-efficient vehicles and prior price increases to offset

commodity costs.

Costs were unchanged this quarter.This includes a $300 million decrease in depreciation and amortization, as well as $100 million in increased

pension income, offset by $100 million in increased marketing, $100 million in increased material costs, and $100 million in increased engineering

expense.

Other was favorable $200 million versus the third-quarter 2010. This includes approximately $500 million in year-over-year favorable FX-related

primarily to the Canadian net dollar liability position; partially offset by $100 million in expense related to the UAW agreement; and $200 million

related to employee reserve adjustments, including the absence of favorable adjustments that we had in the third-quarter 2010.

By the end of the fourth quarter of 2011 we expect to have our Canadian dollar net liability position substantially hedged, which will significantly

lower the non-cash translational exchange impact we have been recording to the P&L on a quarterly basis.

This totals to an EBIT-adjusted of $2.2 billion for the third quarter of 2011.There were no special items; so EBIT and EBIT-adjusted are equal.

On slide 15, GME deliveries totaled 407,000 units in the third quarter of 2011, up 18,000 units versus the prior year. The increase in deliveries i

attributable to a 225,000 unit increase in the European vehicle industry, offset by a 0.1 percentage point decline in market share.

Third-quarter 2011 market share was 8.6% in Germany, up 0.1 percentage points from the prior year; and 11.9% in the UK, down 0.7 percentage

points versus the prior year. Compared to the second quarter, market share declined to 0.3 percentage points in Germany; 1.4 percentage points

in the UK; and 0.3 percentage points across the region.

These reductions reflect increased competitive pressure and a lower volume quarter. More specifically, UK third-quarter share was driven by ou

strategy to improve sales profitability as well as timing of rental and fleet volumes into the first half, with Vauxhall market share equal to 2010 on

a year-to-date basis.

As seen on slide 16, GME reported an unfavorable EBIT of $300 million for the third quarter. However, this is the $300 million improvement from

the prior year.

Revenue was $6.2 billion for the quarter, up $500 million from the prior year. This improvement was due to $200 million in unfavorable volume

offset by $200 million in favorable mix, as well as $400 million in favorable foreign currency translation and $100 million favorable related to

Strasbourg transmission plant.

GME's EBIT-adjusted margin was a negative 4.7% for the third quarter, which was an improvement of 5.2 percentage points from the prior year.

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Turning to slide 17 we provide the major components of GME's $300 million year-over-year improvement in EBIT-adjusted.Volume and mix were

favorable $100 million.

Volume impact was zero, and vehicle mix was $100 million favorable, driven by increased sales of the new generation Opel Meriva and the newgeneration Opel Astra. Price was flat year-over-year.

There were no change in cost from the prior year. This includes a $100 million reduction in manufacturing and warrantee, offset by an increase in

engineering expense. Other was favorable $200 million due to a $100 million favorable net effect of various foreign exchange items and a $100

million in lower restructuring costs.

This totals to GME's EBIT-adjusted of negative $300 million for the third quarter of 2011.There were no special items for the quarter.

Before I move on, I went to mention that given current challenging economic conditions across Europe we do not believe we will be able to reach

our goal of breakeven EBIT-adjusted before restructuring charges for the calendar year.

Turning to slide 18, GMIO deliveries totaled 816,000 units in the third quarter of 2011, up 71,000 units versus the prior year.The increase was driven

primarily by a 120,000 unit increase in the industry and a 0.7 percentage point increase in market share to 9.4%.

GMIO third-quarter market share benefited from year-over-year gains in key markets. In China, market share increased 0.5 percentage points to

14.1%; and in India market share increased 0.7 percentage points to 3.7%.

Relative to the second quarter, GMIO market share declined slightly because of the recovery of the industry in Japan, where we do not have a

significant presence. Regarding the flooding situation in Thailand, we do not anticipate a material impact at this time.

Moving on to slide 19, GMIO posted EBIT of $400 million, down $100 million versus the prior year. GMIO's revenue was $6.3 billion, up $1.2 billion

from the prior year, due primarily to increased volume of $700 million, improved vehicle mix of $100 million, and favorable foreign currency

translation of $300 million.

Noted below revenue is GMIO EBIT margins from consolidated operations, as well as total net income margins for our China JVs. GMIO's EBIT margin

from consolidated operations decreased 5 percentage points versus the prior year to a negative 0.6%.

Total China JV net income margins declined 1.3 percentage points to 10.5%. Consolidated operations were adversely affected by GM Korea, which

incurred foreign exchange losses as well as increased engineering expense. China JVs' margin percentage decline is a result of costs associated

with launching the new Baojun brand and increased sales incentives in the mini commercial vehicle market.

On slide 20 we provide the major components of GMIO's $100 million decline in EBIT-adjusted. GMIO's EBIT was $500 million in the third quarte

of 2010.

The impact of volume and mix was favorable $200 million.This is due to improved volumes driven by a 1.5% increase in industry volume and a 0.7

percentage point increase in market share.

Mix was flat on a year-over-year basis.The effective price was unchanged for the quarter.

Costs were unfavorable $200 million, due primarily to increased engineering expense. Other was unfavorable $100 million on a year-over-yea

basis.

In the third quarter of 2010 we realized approximately $100 million favorable derivative and FX adjustments versus $100 million unfavorable in

the third quarter of 2011.This was partially offset by $100 million favorable minority interests.This totals to GMIO's third-quarter 2011 EBIT-adjusted

of $400 million.

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As seen on slide 21, GM South America deliveries totaled 277,000 units for the third quarter of 2011, up 9,000 units from the prior year.The increase

was largely driven by a 128,000 unit increase in the industry partially offset by a 1.1 percentage point decline in market share.

The decline in GMSA market share was attributable primarily to 1.2 percentage point decrease in Brazil market share due to competitive pressurein the age of our portfolio there. However, we just launched the Chevy Cruze and are in the process of launching the new Cobalt there, and believe

this will help improve our position. In fact we are scheduled to launch seven additional products in the market next year.

Turning to slide 22, GMSA's EBIT was a breakeven for the third quarter of 2011, down $200 million versus the prior year. Revenue was $4.4 billion

up $400 million due largely to increased volume of $100 million, favorable mix of $100 million, favorable pricing of $100 million, and $200 million

favorable foreign currency translation. GMSA EBIT-adjusted margins declined 5.1 percentage points to a negative 1% due primarily to increased

costs.

On slide 23 we provide the major components of GM South America's $200 million reduction in the EBIT versus the prior year.The impact of both

volume and mix was flat versus the prior year.

Price was favorable approximately $100 million, largely related to increases in Venezuela and Argentina. Costs were unfavorable $200 million driven

by unfavorable labor economics of $100 million, commodity and local material cost increases of $100 million, as well as other miscellaneousmarketing costs.

Other was $100 million unfavorable due primarily to the elimination of the preferential exchange rate in Venezuela.This totals to a breakeven EBIT

for GMSA's third quarter of 2011. There were no special items for the quarter.

Clearly we have more work to do to improve our results in South America. While we're in the midst of a product renaissance there, we need to

remain focused on controlling costs to ensure we can maintain our operating leverage.

One important step along these lines is the implementation of a fourth-quarter attrition program for workers in Brazil. This program was jus

completed and reduced hourly and salaried headcount by approximately 4%.

Turning to slide 24 we provide our walk of automotive free cash flow for the third quarter of 2011 as well as the prior year. After adding back

noncontrolling interests, preferred dividends, and undistributed earnings allocated to Series B, and subtracting GM Financial, our automotive net

income was $2 billion for the third quarter of 2011.

D&A was $1.4 billion non-cash expense. Working capital was a $300 million use of cash due to an increase in inventory brought about by the

resumption of production after the summer shutdown period.The impact of increased inventory levels was largely offset by positive changes to

accounts receivable and accounts payable.

Pension and OPEB cash payments exceeded expense by $300 million. Other was negative $1 billion, including adjustments for the impact of our

non-cash equity income from our JVs and non-cash FX gains in GMNA, as well as some overseas tax items.This totals down to automotive net cash

provided by operating activities of $1.8 billion.

After deducting capital expenditures of $1.5 billion our automotive free cash flow was $300 million, $1.1 billion reduction from the prior year.

Approximately $600 million of the reduction is driven by increased capital spending net of depreciation and amortization.

In the third quarter of 2011 our CapEx net of depreciation was negative $100 million versus positive $500 million the prior year. In terms of capita

expenditures, we expect the run rate to accelerate during the fourth quarter in support of our future product portfolio, capital accruals for the yea

totaling $7.5 billion approximately, and cash outflows ranging between $6 billion and $7 billion.

On slide 25 we provide a summary of our key automotive balance sheet items.We finished the third quarter with $38.8 billion of total automotive

liquidity consisting of $33 billion in cash and marketable securities, $5.9 billion of undrawn credit facilities.

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On the bottom portion of the slide, our book value of debt and Series A preferred stock was $4.2 billion and $5.5 billion, respectively. Both obligations

are significant reductions from levels a year ago.

US qualified pension plans were underfunded by approximately $9 billion based on assumptions at year-end 2010. This includes the impact of theapproximate $2 billion stock contribution completed January 13, 2011, which became a plan asset for accounting purposes in July 2011.

We continue to make progress toward our de-risking objective. Additionally, as a prudent measure, we have elected funding relief that was still

available to us under the Pension Relief Act of 2010 for certain of our US pension plans.

This election enabled us to defer any minimum funding requirements further into the future. We'll provide a more fulsome update on pension

funding status with our fourth-quarter results.

Our OPEB liability was approximately $9.5 billion in the third quarter of 2011.The Canadian Health Care Trust became effective in the fourth quarte

as Dan previously indicated, further strengthening our fortress balance sheet.This will transfer the retiree healthcare obligation for CAW represented

employees, retirees, and eligible surviving spouses and dependents to an independent Trust. With the settlement we will transfer $800 million o

restricted cash to the Health Care Trust and issue a $1.1 billion note to the Trust.

In the fourth quarter we expect to reduce our OPEB liability by approximately $3 billion and recognize an $800 million non-cash settlement gain

as a special item.

Slide 26 provides a summary of key operational metrics for GM Financial. GM Financial reported their results earlier this morning and will be holding

an earnings conference call at noon.

Our US subprime financing has increased over the prior year to 6.6% and continues to exceed the industry average. Our US lease penetration o

11.4% has also increased over the prior year, but is down versus the prior two quarters and trails the industry average. We still have opportunitie

to increase our overall lease penetration in the US market.

Lease penetration in Canada has continued to improve. In April, GM Financial acquired FinanciaLinx, the Canadian lease platform, and expanded

their lease program in Canada to all four GM brands and every province of Canada. The broad availability of the lease program increased GM

Canadian lease penetration to 9.4%, which is 7.3 percentage points higher than the prior year, but still below the industry average.

GM new vehicles as a percentage of GM Financial originations and GM Financial's percentage of GM's US subprime financing and leasing volume

have both increased significantly since the third quarter of 2010 when GM Financial was an independent entity with a smaller percentage of GM

loan and lease originations.

GM Financial saw strong credit performance in its loan portfolio, with annualized net credit losses of 3% for the quarter, better than the 5.4%

annualized loss rate from the prior year. Earnings before tax were $178 million for the third quarter of 2011.

Turning to slide 27, I want to provide our view on the fourth-quarter outlook. Based on our current industry outlook we expect fourth-quarter 2011

EBIT-adjusted to be similar to the fourth quarter of 2010. This is a result of seasonal trends in North America as well as continued weakness in

Europe.

As previously mentioned, we do not expect GME to reach its target of breakeven EBIT-adjusted before restructuring for the calendar year due to

the declining economic conditions. Finally, we expect to report positive special items that will be excluded from EBIT-adjusted in the fourth quarter

This includes the previously discussed $800 million settlement gain associated with the Canadian Health Care Trust.

With that, I would like to turn it back over to Dan Akerson for his summary and closing remarks.

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Okay; thanks, Dan. So all in all, third-quarter results are encouraging. I just want to emphasize that despite a challenging global economic environmen

we continue to generate profits and cash. And although we have to do a better job in some areas, I find it a very encouraging sign.

Our year-to-date numbers tell a good story. Revenue stands at $112 billion, up 14%. Our global share is up half a point to 11.9%, a sign that ou

fuel-efficient portfolio is paying off and we continue to bring the right products to the right markets at the right time.

And our year to date EBIT-adjusted is a solid $7.2 billion, up $1.2 billion from the prior year. So we're making good progress, but we know that --

as I said -- there is much more work left to be done. We need to do a better job in Europe and South America; results there are not sustainable and

not acceptable. We will continue to work on reducing the breakeven levels in those regions to ensure profitable and sustainable growth going

forward.

We must and shall continue to work for new ways to reduce complexity and contain cost in all regions of the world. At the same time we wil

continue to better leverage our scale to take advantage of expected global growth and (technical difficulty) our margins.

Finally on slide 29 our new business model remains a beacon for us to follow.We continue to systemically execute our plan, which includes investing

in new products, strengthening in our balance sheet, preserving our low breakeven point, and growing in emerging markets.

We have three key elements to long-term, sustained performance which you see on this pyramid. On the bottom foundation is our aim to reduce

the Company's risk profile so that we are in a position to invest in new products during good and bad times. Smoothing the workload in our produc

development organization; reducing churn; and most importantly, consistently launching great new products in key growth markets globally.

Second, to leverage GM's leading position in key growth markets and to sustainable profitable growth. That includes strengthening the value o

all of our brands around the world.

And on top, a new business model that is built around our vision to design, build, and sell the world's best vehicles. Everything we do starts and

ends with great products.

Our third-quarter results already show encouraging signs of success with the new business model. On a year-over-year basis, global market shareis up 0.6 point. Net revenue is up 8%, and pricing is positive $400 million globally.

That is our plan for the fourth quarter and beyond. And despite the challenges of the fourth quarter we're striving to improve every day.We continue

to be vigilant in reducing cost and complexity while at the same time keeping our product king above all else.That is our roadmap to success.

Thank you, everyone, and we can now open it up for questions.

Q U E S T I O N S A N D A N S W E R S

Operator

(Operator Instructions) Adam Jonas, Morgan Stanley.

Adam Jonas- Morgan Stanley - Analyst

Hi, thanks. Good morning, guys. Can you elaborate a little further on the GM Korea engineering cost burden? As you integrate GM [DAT] into your

smaller product architecture globally, when should that unit start seeing some of the benefit?

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Well, the engineering expense is something that we measure on a global basis and allocate back out on a global basis. So the whole engineering

function globally is run as a global entity including the Korean operations currently. So it is fully integrated.

Clearly as we have talked about before, going back to the business conference back in August, we have substantial opportunities and initiatives

underway to improve our overall engineering effectiveness to make sure that we are getting more out of the system for less input into the system

And that benefit as it is realized will accrue to all of the regions around the world.


Okay. Moving to pensions, you mentioned you took advantage of some of the pension relief for the US plans. I understand you're going to give

further details later on.

But just broadly, how does this change your funding strategy near-term? Because many of us on this call would be expecting you to contribute on

the order of $5 billion or more of cash in the coming quarters. Is that materially changed, given the pension relief?


No, what the pension relief does is it really takes any required contributions from being a long way out to a really, really long way out. So it doesn't

change the way that we are thinking about the fundamental strategy. It was simply an opportunity that was there that made sense for us to take

advantage of.

But more generally on pension, we have continued with the strategy that we articulated on the de-risking side of the plan. We have been moving

consistently in that direction from when we started talking about that last year.

I would say -- and this is as far as I want to go at this point -- that our de-risking strategy has benefited us through the period of market turmoi

relative to if we had not been pursuing that strategy.


But as far as voluntary contributions, I mean, does that change?


No, no change to -- and again, we haven't articulated a specific plan for voluntary contributions. From my point of view, the de-risking is as or more

important than the fully funded component of our strategy right now. So we want to make sure that we are getting the assets and liabilities of the

plan better aligned to taking all of the de-risking initiatives that we can. And we will continue to fund the plans over time as needed.


Got it, Dan.Then just one more on the truck changeover, looking to next year as you prepare for the changeover. Do you have an opportunity to

overlap production of the old truck and new truck? Can you produce them concurrently to smooth the changeover? Or should we view this as a

0/1 kind of binary where you have got to have the GMT 900 completely done before you start production of the new truck? Thanks.

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Chuck Stevens- General Motors Company - CFO of GM North America

Yes, this is Chuck Stevens. We are not planning on overlapping production between the old generation and the new generation trucks. Next yea

we are taking selective downtime of 24 weeks across all of our full-size pickups to start the conversion work. But when we start rolling out the new

generation, the trucks will roll in, new model versus old model. And there will be a cadence between certain models, like trucks will launch firstand then SUVs. But we don't anticipate producing an old model truck and a new model truck at the same time.


All right.Thanks very much.

Operator

Himanshu Patel, JPMorgan.

Himanshu Patel- JPMorgan - Analyst

Hi, good morning, guys. Just wanted to talk about the fourth-quarter guidance. You guys alluded to North American seasonal trends that caused

the weakness Q to Q. I am just curious.When we go back to the fourth quarter of last year there was a similar setup where there was I think elevated

marketing and launch costs that had hurt the North American results third to the fourth quarter.

It sounds like we are seeing a repeat of some of those issues. But if I remember a year ago, a lot of those issues were deemed as being transitory

and somewhat one-timer in nature. So can you just talk a little bit more to what is exactly happening third to the fourth quarter sequentially in

North America this year?


Yes, sure. Let us expand on that. I will make some comments and Chuck can chime in as well.

First of all I want to make sure that everyone is thinking about the seasonal nature of the North American business in the right way, because there

are some seasonal elements going on; and then both this year and last year there are some more unique elements for those given periods.

As you think about the North America business seasonally, a simple way to think about it is that in any given year we will generally generate about

two-thirds of our EBIT for the year in the middle two quarters, Q2 and Q3; with the remaining third being generated in Q1 and Q4; with a little bi

of a bias to Q1. And that is the pattern that you saw last year. It is the pattern that you will see this year. And frankly, as we look ahead to next year,

it's the pattern that we'd expect you to see if we are talking about this a year from now.

So the question is, what drives that seasonal or that sequential walk, if you like, from Q3 to Q4? It really breaks down into three buckets in terms of

the seasonal impacts you would expect to see each year.

The first component of it is the model year changeover happens primarily in the third quarter. So we get pricing benefit and dealer stock adjustmenbenefits in Q3 that then essentially reverse to some extent in the fourth quarter, because we are building mostly new model year vehicles into

inventory and we are beginning to tick up incentives as those vehicles began their aging process through the model year. So that is about a third

of the typical seasonal impact.

Another third of it or so comes from seasonal marketing spend. Just the way that the different marketing events and sponsorships and other thing

play out around the calendar or through the year is we typically see a pickup in marketing in the fourth quarter.We saw it last year. We are seeing

a similar effect this year.

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And then the final seasonal element is the fourth quarter is the quarter with the most holidays in it. So from a manufacturing point of view there's

some cost penalty associated with that.

So those three factors together drive what you're going to see. Each year is a typical fourth-quarter seasonal weakness, and are part of the equationwhere we make roughly two-thirds of the profit in the middle two quarters of the year with the balance split Q1/Q4, as I said.

Now, beyond that, this year -- last year we had some items around launch that came in the fourth quarter.This year the one other item I would

point you to is you might recall when we released the second-quarter results we talked about the fact that in the second quarter, given the truck

production in that quarter and the inventory build in trucks in that quarter, there was about a $300 million extra contribution to profit in Q2 of this

year. And essentially that has come out of the fourth quarter as we have adjusted schedules in the fourth quarter.

So that is what I would highlight as perhaps the meaningful sort of one-time benefit. So you've got the seasonal impact that I described; the truck

mix factor from the inventory build in Q2 versus not in Q4. And so that is really the North America equation.

On top of that, looking at Europe, we have been through the first three quarters of this year.We've in aggregate broken even before restructuring.

We are clearly signaling that we don't expect to achieve that result in the fourth quarter. So you put that in the mix to the overall equation and you

can get back to an EBIT result for the whole Company, and it's similar to last year. So hopefully that helps give you some color as to how we getwhere we get to.


That helps.Thank you. So, $300 million hit from basically T900 inventory reduction in Q4. So that is understandable.

Can you talk a little bit more to Europe? I just want to understand what is happening there.You are signaling cautiously not just on your guidance

but just in general, talking about cost containment needs and all these things.

Are you seeing any sort of cliff event in Europe prospectively? Or is this just a comment that broadly reflects the obvious macro issues there?

On a related note, you provided a year-over-year Europe walk that talked about pricing being flat. I am curious if you can talk about pricingsequentially in Europe recently.


Yes, so in terms of the overall environment, clearly there is a lot of uncertainty even just overnight and exactly what is happening in Europe. I think

we and others are seeing that come through in the business. So whether there is a cliff event or not out there, your crystal ball is as good as ours.

What we are focused on obviously is -- if you go back to the first three quarters of this year versus the first three quarters of last year in Europe, we

improved about $1.3 billion year-over-year in EBIT or $700 million improvement excluding restructuring; so we have achieved significant improvemen

year-over-year. So we know how to make progress in the business.

There's cost elements to that, but there's also market elements and product elements to that. And we are still continuing to work obviously on al

of those fronts.

But at the same time we are not expecting to get bailed out by a big ramp up in volumes in Europe. We are very focused on what are the actions

that we need to be taking to make sure that we get the business, get the breakeven point down so we can be sustainably profitable even in a

challenging environment.

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So we have done that recently year-over-year. Our assumption is that the market is not going to continue to improve materially from where we

are. And that implies that we need to further reduce the breakeven point in order to get where we want to be.


Thank you.

Operator

Rod Lache, Deutsche Bank.

Rod Lache- Deutsche Bank - Analyst

Good morning, everybody. Hoping just to get a little bit more detail on this, the bridge here in North America into the fourth quarter. I think last

year you had a $700 million sequential increase in structural costs; and I believe that you had indicated that normally it is $300 million or something

along those lines.

Is this something that repeats? Is there anything unusual in terms of the structural costs that you can point to, maybe vis-a-vis the UAW contrac

accruals or anything along those lines? Or is this -- basically the pattern last year and this year is something that we should expect every year?

Chuck Stevens- General Motors Company - CFO of GM North America

Yes, Rod, it's Chuck. Last year, Q3 to Q4 sequential structural cost increase was about $400 million. A big portion of that was the aforementioned

marketing and then there was some engineering.This year when we look Q4 to Q3 it looks to be about $500 million increase in structural cost.

About half of that is marketing. The other portion is really the impact of the C-dollar benefit that we got in Q3. So on a normalized basis I would

expect to see Q4 versus Q3 up $200 million or $300 million, fundamentally associated with the marketing and the manufacturing impact.

From a UAW perspective, we had an impact in Q3 this year of roughly $100 million; and we will have an impact in Q4 of roughly $100 million as

well. So no sequential impact.


Okay. Just relative to your comments on pension, could you tell us what the pension performance has been on a year-to-date basis and any updated

thoughts on how you would expect to deploy cash, free cash flow going forward?


No, we are not providing midyear return updates. But I will say again what I said, which is our de-risking strategy that we have been pursuing we

think has -- given where we are today and the volatility in the markets -- has meaningfully benefited us relative to a typical pension plan with typicaasset allocation. So we've had some benefit from that and will provide a full update at the end of the year.

In terms of the funding, really the same answer that I gave to Adam earlier, I think, which is we are most focused on de-risking opportunities and

pursuing that. And we will continue to fund the plan as needed over time, but no immediate decisions on that front.

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Okay, and just lastly any broad thoughts on the trajectory of profits in Brazil and China, just given some of the volatility in those markets? And also

any commentary on -- we have seen some pretty sharp declines in steel, copper, and other commodities. Is that something that you are looking

to become a tailwind any time soon?


On the commodity side, we don't do a whole lot of hedging on the commodity side. So we have various programs, but relative to others we probably

have less overall hedging activity. So as we get raw material improvements we will be looking to obviously capitalize on those to the maximum

extent possible.

In terms of South America, you have seen the results in the quarter here. We have talked extensively before about the product turnover, portfolio

turnover that we have going on down there and we are in the middle of executing that right now.

What we have continued to see in the last quarter or two is it's quite an inflation inflationary environment in general down there.We have begun

to take some actions as I referenced in my prepared remarks around headcount reduction to make sure that we are getting the cost structure andthe breakeven point where it needs to be to really support that new product portfolio when it gets into the marketplace and get the profitability

of that business back to where it should be.


Let me add a couple things too; this is Dan Akerson. In China, our growth year-to-date is about 10.5% year-over-year. The market is growing at

about 3% to 3.5%, 4%, somewhere in there. So we are growing at almost 2.5 times the market, and we are taking share.

Our market share through the third quarter was up to 14.1%, which is good and it signals that the products are doing well. Over the next 12 to 18

months we have a couple more plants going online. So if this market continues to grow -- and it looks like it will -- we will be in a better position

than we were last year to take advantage of market growth.

So, China I would say is a good story if it holds. And our expectation is that it will.

In South America, just briefly, we have introduced two products in the last two months, the Cobalt and the Cruze. Initial indications are positive.

I actually -- we look at market share on a week-to-week basis, anal as we can be around here, and we have seen some pickup with the take on these

two products. As Dan said, we have got seven other product launches. Recognizing that we are playing offense on one hand and defense on the

other, our cost structure needs to be modulated a bit; and we have already taken steps in that direction.

We have got a 4% take on headcount reduction, voluntary, and we recognize we are going to have to go deeper. At the same time, we have got a

lot of product launches, many product launches that we have got to make sure are handled properly. So we are reasonably optimistic over the

intermediate term.

I wouldn't be surprised to see fourth quarter be flat to maybe marginally down. We think we will be slightly positive, but there may be somerestructuring costs associated with efforts in Latin America.

So net-net in those two markets, pretty positive. And as Dan said, we are watching Europe, what's going on systemically. And then I think episodically

we need to lower our breakeven point even lower than we have it today in Europe, so more to come on that.

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Okay, thank you.

Operator

John Murphy, Bank of America Merrill Lynch.

John Murphy- BofA Merrill Lynch - Analyst

Good morning, guys. First question is, I think generally externally it has not being well appreciated how much launch costs -- how high they are,

and how much of a pressure that is on margins. Obviously you are going through this product renaissance globally, not just in North America and

South America, but globally. I am just curious; if we look into next year you've got a pretty heavy launch cadence. But as we get through late next

year and maybe into 2013, do you think you will get a lot more efficient in this launch process and really be globalizing your platforms, and that

we will get some relief from these pressures? Just trying to understand the timing of when this anniversaries and you get some real savings going

forward.


Yes, you know, I would say the following. Which is clearly -- if you take the South America example, part of the pressure on profitabil ity there is

around the product turnover and portfolio turnover. But let's be clear, a chunk of it is just due to cost inflation outside of the launch activity.

That is why you have seen us take the actions that I described and Dan just further expanded upon around headcount and so on, to make sure

that we are keeping the structural cost where it needs to be, so that when we get the right products in the market that we are able to get the

margins dropping through in the way that we want them to.

So I don't want anyone to have the impression that South America is just a launch cost issue. It is broader inflations, an inflationary environment

There are broader cost challenges, and we are taking action against that pretty promptly and decisively.

More generally around the world, we have launches going on all of the time, so I would be cautious about looking forward to an environment

where we don't have launches as a general matter. There's always launches going on somewhere.There are obviously periods of greater or lesse

activity and bigger or smaller launches. But I don't think if I was you I would want to get into focusing too much on that as being a big driver of

sequential or year-over-year profit changes.


Okay.Then the second question, which is sort of a corollary to that. Obviously as you launch new product and you try to present your product wel

in the market, pricing is incredibly important. I was just curious.

There is a lot of talk about cost, but as far as the pricing strategy as you launch these new products -- really what the pricing strategy is to technology

get a good return on these, what seem to be stepped-up launch costs. Really that the strategy is there both in the short term and then in the longterm, globally.

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Well, I think what is really important to understand is what we have been doing year-over-year. So if we take the first nine months of this year

compared to the first nine months of last year, we have $1.2 billion of profit improvement from price. So we have taken a fair amount of price

year-over-year.

We are very focused on making sure that we understand the value proposition of the vehicles in the marketplace to the consumer. And we are

pursuing price opportunities not just on launches but on every vehicle that we can around the world, to make sure we are really optimizing on

price.

And frankly, as we look at different places around the world, product line by product line, we still have opportunity to gain price relative to

competition. As we are getting the right vehicles in the market, as we are improving residual values, we are having the ability to take share and

get price.

We have done that year-over-year. Clearly we want to keep doing that going forward with our new launches as well as our existing products.


So, Dan would it be -- I'm sorry.


If you were to look at October, where we had about a 2% rise in sales, there's two factors in there. One, October '10 was a very good year. I'm talking

about North America in particular.

So the comparisons for us were good. I mean they were challenging a bit.

At the same time, 80% of the cars, the vehicles, the cars we sold in October were '12 models; and 50% of the trucks were '12 models. That was a

much higher proportion than our competition.

To go to your question, we wanted to be very disciplined about pricing as it related to '12 models. We weren't going to discount, not nearly as

aggressively as we might otherwise have.

So as I said on the roadshow we are going to price for profit not for market share. I think we did the right thing for us -- and for us; I'm not commenting

anybody else. Just for General Motors it was the right decision in October to hold to our pricing especially on our '12 models, which we had a highe

percentage of. So that should give you some indication how we view the pricing algorithms.


That's very helpful. Just on cash flow in the fourth quarter, Dan, I was just wondering if you can help us with some of maybe be seasonal swings

there. Obviously the profit might be a little bit lower than folks were expecting.

But just curious if, other than maybe the EBIT being lower than some people were expecting externally, if there is anything that you would expect

in cash flow that could be a real benefit or hit in the fourth quarter, seasonally and sort of one-time.

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No, I mean it's a little bit of what you saw in the third quarter, which is we have been increasing capital expenditure as we had previously signaled.

So that is a big element of it.

The only other thing in the fourth quarter is we have the UAW payment associated with the ratification. So that is really probably the only othe

sort of one-time item.


And working capital swings?


Just typical seasonal activity, nothing unusual out there.


Okay, great.Thank you very much.

Operator

Chris Ceraso, Credit Suisse.

Chris Ceraso- Credit Suisse - Analyst

Thanks, good morning. A couple of items. First, on the pension, you mentioned de-risking. I guess typically when I think about that -- and we have

talked about this in the past -- I think, okay, you get the plan to a better position and then you're going to reallocate your assets so they bettermatch the liabilities.

But what are you doing in the interim in light of de-risking that you feel is helping the performance here?


Well, we don't want to get into a lot of detail about what specifically we are doing, so I will go back to what I said.Which is, we have been pursuing

de-risking actions and opportunities really since we started talking about this over a year ago. That has accrued to our benefit, we think, relative

to perhaps your typical pension plan asset allocation year-over-year.

The other big thing that we have been -- the other big thing that we have achieved in this quarter was to make sure that we are not adding to the

liability through pension increases, through the labor contract. People might have glossed over that, but that is the first time in over 50 years that

there hasn't been a pension increase associated with a new UAW labor contract. So that was a really important component of addressing the

pension problem.

The first thing you've got to do is make sure you don't let it grow on you. So we've made good progress on that. And then as I said, we will have

more to say at the fourth-quarter results.

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Then on the Canadian Health Care Trust, did you say what that is going to save you from a P&L standpoint, let's say on a full-year 2012 basis?


At the EBIT level, it's a bit over $100 million. But then obviously there's some interest expense associated with the note; but that will be below the

line.


Right, okay.Then lastly, you have talked a lot about the step-down in EBIT from Q3 to Q4. Is the cash flow delta similar? Or are there timing differences

or other changes that would render the change in cash either better or worse than the change in profit from Q3 to Q4?


Yes, the cash flow cycle will be a bit different than the profitability cycle.


Is it better or is it worse?


We would expect less change in cash flow.


A smaller change in cash flow?


Correct.


Okay, then just one more. In Europe I noticed that there was an important management change there. Is this signaling a significant change in

direction? Or are there big things that you can do in that business to meaningfully change performance? Or are you subject to the market?


No, I don't think there is a significant change here.We moved Karl Stracke over their last spring. He has been running Opel now for the better par

of 2011.

Nick Reilly has been with the Company 37 years. He will step down next March, but he will step down from his responsibilities in Europe effective

the end of this year. So I don't see any significant change there.

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Okay, thank you.

Operator

Brian Johnson, Barclays Capital.

Brian Johnson- Barclays Capital - Analyst

Yes, continuing on the Europe scene, when -- do you expect to have to revisit the restructuring plan you got the Works Councils to agree to over

the past couple years? Or is this something you can do on other elements of your spend to bring this back towards breakeven?


Well, it's not just cost, right? If you look at where we are being successful in restructuring around the Company, whether it's in North America or

the progress we have made to date in Europe, it hasn't just been a cost play. It is both revenue and costs in sort of roughly equal contributions.

So we have some important products that are getting underway in Europe that will help us from a share point of view, improve our ability to take

prices. As Dan was saying, we are being much more disciplined around pricing on new product as well as existing product.

So we clearly have opportunities in the marketplace to do more. But at the same time we're going to be taking a very close look at the cost structure

and how do we help move the breakeven point, but using both the cost structure and the revenue side of the equation.

So there is no one single solution. It is going to be -- again back to the improvement we've had year-over-year; we've had significant improvement

this year over last year; and we will be looking at all of the same opportunities to do the same thing again going forward.


So even with the new headwinds it is more of an incremental adjustment to the prior plan as opposed to a massive new restructuring?


Well, again, I don't know how you characterize things. I mean from my perspective it is much more about continuous improvement, right? We have

got to get the breakeven point of the business to a point where we are generating sustainable profitability in any reasonable market scenario. And

that is very much the strategy we have outlined from the outset, to have our breakeven at the bottom of the cycle.

We have been breakeven for the first nine months of the year in Europe in total. And what we are looking at is an increasingly challenged economic

environment going forward with a lot of uncertainty. We have got to get the breakeven point to lower, get the revenue higher in order to be

profitable in that kind of market environment.We are not going to accept the level of profitability that we have shown in the quarter we have jusannounced here.


In terms of South America, just as we think through 2012, when do you expect the combination of the new product line and the cost reduction

to start getting that back to the profitability you used to have in the past and some of your competitors are still posting?

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Well, it's too early to provide specific outlook on 2012 other than to say that the product launches have gotten under way.There are many more

to come into next year.The cost actions have gotten under way, the ones that we described earlier here; more to come.

So I think that is a story that will evolve clearly as we move through 2012 on both the revenue and cost side.


Okay, thanks.

Operator

Mr. Arickx, there are no further questions at this time. Back to you for your closing remarks.

Randy Arickx- General Motors Company - Executive Director IR & Communications

Thank you, operator. Thanks, everyone for your time today.We will be talking to you soon. Bye.

Operator

Ladies and gentlemen, this does conclude the conference call for today. We thank you all for your participation and kindly ask that you please

disconnect your lines. Have a great day, everyone.

D I S C L A I M E R

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2011 q3 call transcript

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