Randy Arickx - Director of Investor Relations - General Motors Daniel F. Akerson - Chairman, Chief Executive Officer, Chairman of Executive Committee and Member of Proxy Committee Daniel Ammann - Chief Financial Officer, Senior Vice President, Member of Proxy Committee and Director of Opel Chuck Stevens - Chief Financial Officer for North America

Adam Jonas - Morgan Stanley, Research Division Rod Lache - Deutsche Bank AG, Research Division H. Peter Nesvold - Jefferies & Company, Inc., Research Division Brian Arthur Johnson - Barclays Capital, Research Division Ryan Brinkman - JP Morgan Chase & Co, Research Division Patrick Archambault - Goldman Sachs Group Inc., Research Division Colin Langan - UBS Investment Bank, Research Division Christopher J.

Ceraso - Crédit Suisse AG, Research Division John Murphy - BofA Merrill Lynch, Research Division

Thanks, operator. Good morning, and thank you for joining us as we review our second quarter 2012 results.

Our press release was issued earlier this morning, and the conference call materials are available on the Investor Relations website. I would also like to mention that GM is broadcasting this call via the Internet.

Before we begin, I would like to direct your attention to the legend regarding forward-looking statements on the first page of the chart set. As always, the content of our call will be governed by this language.

This morning, Dan Akerson, General Motors' Chairman and CEO, will provide opening remarks, followed by a more detailed review with Dan Ammann, Senior Vice President and CFO. Dan Akerson will then conclude the remarks portion of our call with some closing comments.

After the presentation portion of the call, we will open the lines for questions from security analysts. Today, we also have Nick Cyprus, Vice President, Controller and Chief Accounting Officer; Chuck Stevens, CFO North America and South America; and Jim Davlin, Vice President, Finance and Treasurer, to assist in answering your questions.

With that, I'd like to turn the call over to Dan Akerson.

Thank you, Randy, and thank you to everyone on the call for joining us. Today, we are reporting financial results that reflect a number of realities about our business, the competitive landscape and the global economy.

The first is that in a tough environment, we have been profitable -- we had a profitable year-to-date in 4 out of our 5 segments, which reflects the strong diversification of our earnings base. GM North America is a powerful earnings engine with the potential to become even stronger.

The second concern is Europe. In the past, we haven't moved fast enough to fix the things that we can control, but that's changed.

Third, at GMIO, staying on offense has helped us increase our year-over-year sales and share in China and positions us for growth in key markets like Russia. In South America, where GM underinvested for years, our product lineup is being revitalized.

And finally, GM Financial has been a tremendously successful acquisition, and it is delivering on all the synergies we expected. Before we go deeper into the results, I'd like to address the subject of leadership.

In recent weeks, you've seen that we had to -- we would not hesitate to act when changes required to make the business stronger. That may mean promoting leaders who have motivated teams to achieve great things from our customers, or it could mean recruiting talent from outside GM to accelerate things.

From time to time, it will mean parting company with people who are not delivering expected results or, alternatively, who do not meet the highest standards for accountability and integrity. That's the way it has to be for all of us in order for the company to reach its full potential.

All right. Let's turn back to the second quarter.

At the top of Slide 2, you can see that we increased our global deliveries year-over-year by roughly 70,000 units, thanks to Chevrolet, which is on a roll. The brand has now delivered 7 consecutive quarters of record sales.

While our net revenue was down $1.8 billion to $37.6 billion, virtually the entire decline reflects the strengthening of the dollar against the euro and other major currencies. Looking at net income attributable to common stockholders, the bottom line was $1.5 billion, down from $2.5 billion a year ago due largely to losses in Europe.

Turning to our non-GAAP results, our EBIT-adjusted was $2.1 billion in the second quarter, down from $3 billion a year ago, largely because of Europe. North America was down slightly.

Europe's EBIT-adjusted loss was $0.4 billion. GMIO's results were essentially equal to a year ago, and South America was slightly down.

GM Financial had earnings before taxes of $0.2 billion for the quarter, which was a strong $0.1 billion increase from last year. Finally, our automotive free cash flow was $1.7 billion.

As I said before, these are solid results in a difficult global environment but our aspirations are much higher, which is why we are systematically entering more new segments, improving our execution and driving cost and complexity out of the business. If you'll turn to Slide 3, I'll cover some of the recent accomplishments on these fronts then I'll turn it back to Dan Ammann.

As we talk about our regional progress, you can see how it is linked together by our global growth strategy of great products, strong brands and strength in the most important growth markets. Let's start with North America, where 70% of our nameplate will be all new or redesigned over the course of 2012 and 2013.

This rejuvenation of our product portfolio combined with all of the new and renovated stores our dealers are building around the country is unprecedented for GM. We are investing in all of our brands, but the focus of our launch activities this spring and summer has been Cadillac and Chevrolet.

The new Cadillac XTS began shipping in June, and it's off to a very strong start as you heard on yesterday sales call. When it's joined by the all-new ATS compact luxury sedan this quarter, Cadillac will have great products in 5 of the 6 largest segments of the luxury market.

At Chevrolet, the all-new 2013 Malibu 4-cylinder, which will represent about 3/4 of our mix, is now in production, as is the Chevrolet Spark. And finally, we will begin delivering the all-new Malibu Turbo late this quarter.

Of course, our biggest non-product initiative was the pension lump sum and annuitization program we launched for U.S. salaried employees.

All affected participants have made their elections and will complete the transaction by the end of the year. Turning to Europe.

We have made progress on all of the key components of our restructuring plan: building a stronger team, investing in new products and addressing our cost and capacity. We have already reached competitive operating agreements with our Ellesmere Port complex in England and our Gliwice plant in Poland.

We have also made good progress streamlining decision-making, reducing our material cost and managing our working capital and cash flow. As we announced in June, Opel Management and German unions are continuing to discuss a broad range of issues that will help ensure the sustainability of the business, including productivity, cost and capacity.

We expect to have a comprehensive agreement in place sometime this fall. Next I'd like to discuss the new leadership team in Europe.

Progress always comes faster if you approach the business unconstrained by the past. That's why we've hired change agents to help us to accelerate our progress.

Former AlixPartners executive, Thomas Sedran, joined the management board in April, and he is bringing extensive restructuring experience to his new role as Deputy Chairman. In July, Alfred Rieck, the Volkswagen executive who led the launch of Skoda in China, became our new Vice President of Sales, Marketing and Aftersales.

And most recently, Michael Lohscheller, who is the CFO of Volkswagen America, helped steer its rapid growth, will join the Opel board in September as Chief Financial Officer. These executives have come to GM because they are confident in our plan, and they see the long-term potential that exists when Opel's great products are married to a competitive cost structure and the right go-to-market strategy.

As always, success starts with great products. The Opel lineup continues to get stronger.

For example, we announced that Opel's first urban car, the Adam, will reach the market in early 2013. In addition, the new Opel Mokka compact SUV, an entirely new segment for the brand, went into production just last week.

Finally, we continue to advance our relationship with PSA. In July, we announced that PSA subsidiary, Gefco, will become GM's inbound and outbound logistics architect for a 30-site network of assembly and powertrain plants, parts warehouses and ports of discharge.

Our goal is to meaningfully lower our total cost of logistics per vehicle, and we expect to be operational in the first half of '13. I want to highlight this example because it beautifully illustrates our approach, which is to rethink how we do business to build a truly sustainable model.

This same philosophy is guiding all of our GM PSA work streams, which we continue to make good progress on. Turning to GMIO, we continue to be the best-positioned global automaker because of our success in countries like China and the strategic investments we are making for growth.

In China, for example, we're taking a longer view of the market and preparing for an industry that should grow to more than 30 million units by the end of the decade. To that end, we continue to optimize our manufacturing capacity, and we are adding 600 dealers this year.

In addition, we are investing $1 billion in Russia over the next 5 years. And in June, we began an expansion at GM Auto in St.

Petersburg, Russia. That will see our annual capacity double to 230,000 Opel and Chevrolet vehicles by 2015.

Further east, Thailand became the first market to launch the all-new Chevrolet TrailBlazer mid-size SUV. And we also announced plans to build the Chevrolet Spin MPV in Indonesia, beginning in 2013.

Turning to South America. We're getting back to a much healthier market position, especially in Brazil.

The just-launched Chevrolet Cobalt S10 and Cruze are all performing well. To keep our momentum going, we've launched another 3 vehicles in the second quarter: the Cruze hatchback, the Sonic and the Spin MPV, which has been earning very strong reviews.

In addition to launching new products to grow our top line, we continue our efforts to offset headwinds and to reduce the region's breakeven level by addressing high cost capacity, optimizing our logistics, increasing local sourcing and other actions. Finally, GM Financial continues to expand the range of financing options it offers our customers and dealers, and it's leading to incremental volume for us.

As Dan will cover later, GMF has helped us improve our lease penetration, and we are a leader in subprime finance, both in terms of market share and risk management. In addition, during the quarter, GM Financial launched its Commercial Lending Services business, which offers floor plan, insurance, real estate loans and construction loans for GM dealers.

They closed several deals, and dealer interest is high. This is a tremendous amount of activity.

Taken as a whole, these examples and the earnings detail Dan Ammann will walk you through clearly shows we're moving forward confidently despite all of the external headwinds. With that said, Dan, the floor is yours.

Thanks, Dan. At the top of Slide 4, we provide a summary of our second quarter 2012 GAAP results compared to 2011.

As Dan just covered, net revenues were $37.6 billion, a $1.8 billion decrease from the prior year. The decrease was mostly due to $1.6 billion in unfavorable foreign exchange translation.

GAAP operating income was $1.8 billion for the quarter. Net income to common stockholders was $1.5 billion, down $1 billion from 2011.

Earnings per share were $0.90 on a fully diluted basis compared to $1.54 for the same period in the prior year. And our automotive net cash from operating activities was $3.8 billion, $1.2 billion less than the second quarter of 2011.

Moving to the non-GAAP metrics. EBIT-adjusted was $2.1 billion for the second quarter, down $900 million from 2011.

The EBIT-adjusted margin was 5.6%, a 1.9-percentage-point decline from the prior year. Automotive free cash flow was $1.7 billion in the second quarter.

Turning to Slide 5, we did not have any special items in the second quarter of 2012 or 2011. On Slide 6, we provide the EBIT-adjusted by region for the second quarters of 2011 and 2012.

As Dan previously covered, GMNA's EBIT-adjusted was $2 billion. GME's EBIT-adjusted was a loss of $360 million, a $460 million decrease from the $100 million profit a year ago.

GMIO had an EBIT-adjusted of $600 million, and GMSA's EBIT-adjusted was breakeven, down $100 million from the prior year. GM Financial continued to improve earnings with $200 million for the quarter, an increase of $100 million from the prior year.

Corporate sector and eliminations was a $200 million loss, which included a $100 million unfavorable noncash foreign currency translation accounting adjustment. This nets to an EBIT-adjusted of $2.1 billion for the second quarter of 2012.

Slide 7 shows our consolidated EBIT-adjusted for the last 5 quarters. At the bottom of the slide, our GAAP operating income margin was 4.8% for the second quarter, a 1.4-percentage-point decline from Q2 of '11.

Our EBIT-adjusted margin was 5.6%, 1.9 percentage points lower than the prior year. This decline is largely driven by our performance in GME, which we'll cover in the segment reviews.

Our global production numbers are roughly equal to the second quarter of 2011. Our global market share declined 0.7 percentage points as the sales of many of our competitors continue to recover from last year's supply disruptions due to the Japanese earthquake.

Turning to Slide 8. We provide a second quarter 2012 comparison of our consolidated EBIT-adjusted to the prior year.

On the left side of the chart, our EBIT-adjusted was $3 billion for 2011. In the middle portion of the slide, we walked a $900-million decline in the quarter.

Volume was flat. Mix was unfavorable $100 million.

Price was favorable $300 million for the quarter due to the strength of our new product introductions. Total costs were up $400 million, including a $200 million decrease in U.S.

pension income and reflecting our focus on cost containment across the company. Other was $700 million unfavorable due to $500 million of foreign exchange, of which approximately half was the absence of prior year favorable FX and a $200-million reduction this previous year, favorable lease residual adjustments in GM North America.

Absent these items, core operating profitability was similar to Q2 2011 results. We'll now move on to our segment results with the key performance indicators for GM North America on Slide 9.

The lines on the top of the slide represent GM's U.S. total and retail share, and the bars represent GM's average U.S.

retail incentives on a per-unit basis. Our U.S.

retail incentive spending as a percentage of average transaction price and a comparison to the industry average are noted on the bottom of the slide. For the second quarter of 2012, our U.S.

retail share was 15.9%, down 1.7 percentage points versus the prior year. Our incentive levels on an absolute basis have increased $613 per vehicle from the prior year.

On a percentage of ATP basis, our incentives were 10.9%, up 2.1 percentage points from the prior year. This puts us at 110% of industry average levels for the second quarter of 2012 due to higher incentives in April.

For July, our retail market share was 15.2%, and our incentives are estimated to being right at our target of 100% of the industry average. On Slide 10, we show GMNA's EBIT-adjusted for the last 5 quarters.

At the bottom of the slide, revenue was $22.9 billion, down slightly versus 2011. GMNA's EBIT-adjusted margin was 8.6% for the second quarter, down 1.1 percentage points from the prior year.

U.S. dealer inventory was 701,000 units at the end of the second quarter, or 76 days supply versus 605,000 units and 73 days’ supply at the end of the second quarter of 2011.

Full-size pickup truck inventory was approximately 238,000 units on June 30 and 219,000 at the same period in 2011. By the end of 2012, we expect our U.S.

dealer inventory to be in the range of 650,000 units or about 65 to 70 days supply. Of this total, we expect full-size pickups to be 200,000 to 220,000 units.

GMNA production was 837,000 units for the quarter, a 13,000-unit increase from the prior year. And GMNA market share was 17.4% for the quarter, 1.7 percentage points lower than the prior year.

Again, this was partially due to the sales recovery of some of our competitors from the supply disruptions last year. Turning to Slide 11.

We provide the explanation of the year-over-year decline in GMNA's EBIT-adjusted, which actually rounds close to $300 million. Starting on the left-hand side, GMNA's EBIT-adjusted was $2.2 billion for the second quarter of 2011.

There was no impact due to volume changes. Mix was unfavorable $100 million due to lower production of full-size trucks.

Price was flat. Costs were $100 million favorable this quarter due to a $300-million decrease in material freight and other costs, offset with $200 million in unfavorable U.S.

pension income. This, again, is evidence that we have initiatives in place to contain costs in the business.

Other was $300 million unfavorable due to a $200 million year-over-year reduction in favorable lease adjustments and a $100 million absence of favorable C dollar exchange that we had last year. This totals to an EBIT-adjusted of $2 billion for the second quarter of 2012.

Moving on to GME on Slide 12. The region reported an unfavorable EBIT-adjusted of $360 million for the second quarter, a decline of $460 million from the prior year.

At the bottom of the slide, revenue was $5.9 billion for the quarter, down $1.6 billion from the prior year. This decline was due primarily to $800 million in lower volume and $700 million in unfavorable foreign exchange translation.

The EBIT-adjusted margin in the region was negative 6.1%. GME's production for the quarter was 230,000 units, down 96,000, or 30%, from the prior year.

GME's market share in the region was 8.8%, a 0.2-percentage-point decline from 2011. On Slide 13, we provide the major components of GME's $500 million year-over-year decline in EBIT-adjusted.

Volume and mix were each $100 million unfavorable. Price was unchanged for the quarter as the strength of our new models offset pricing pressure on the rest of the portfolio.

Cost was $100 million unfavorable due to $200 million in lower powertrain and accessory sales, which we reflect in this cost category, offset by $100 million in favorable material and manufacturing costs as our cost actions gain traction. Other was $200 million unfavorable due to a $100 million loss in foreign currency derivatives and other individually insignificant items.

This totals to GME's EBIT-adjusted loss of $400 million for the second quarter of 2012. On Slide 14, we show GMIO's EBIT-adjusted for the past 5 quarters, including the equity income from our JVs.

In the second quarter, GMIO posted EBIT-adjusted of $600 million. Moving to the bottom of the slide, GMIO's revenue from our consolidated operations was $6.9 billion, up $500 million from the prior year due most entirely to increased wholesale volumes.

GMIO's EBIT-adjusted margin from consolidated operations was 4.3%, a 0.7-percentage-point increase from the prior year and our best margin performance in 7 quarters, driven largely by improved operating results from Korea. Our China JV net income margins decreased 1.8 percentage points from a strong performance in Q2 '11 to 9.3% in Q2 of '12.

GMIO's total production for the quarter was up 92,000 units from the prior year, primarily due to increases in our joint ventures. Market share in the region was 9.2% for the second quarter, a year-over-year decrease of 0.6 percentage points due to the recovery of the industry in Japan where we have virtually no presence.

For perspective, our market share in China was up 0.4 percentage points to 13.8% in Q2 of '12. Turning to Slide 15, we provide the major components of GMIO's EBIT-adjusted performance.

The impact of volume was $100 million favorable due to increased wholesale units at our consolidated operations. Mix was flat for the quarter.

The effective price was $200 million favorable due to higher pricing for new models. Costs were unfavorable $100 million because of increased manufacturing and material costs due to new product programs.

Other was $200 million unfavorable due to $100 million in lower equity income from the China joint ventures and $100 million in unfavorable foreign exchange. This totals to GMIO's second quarter 2012 EBIT-adjusted of $600 million.

Slide 16 shows GMSA's EBIT-adjusted for the last 5 quarters. In the second quarter of 2012, the region had a near-breakeven performance, including the impact of approximately $70 million of restructuring costs relative to $60 million EBIT-adjusted from a year ago.

At the bottom of the slide, revenue was $4.2 billion, a $200 million decline from 2011. The EBIT-adjusted margin in the region was negative 0.5%, down 1.9 percentage points from 2011.

GMSA's production was 230,000 units, down slightly from the second quarter of 2011. Market share in the region came in at 18.2% in the quarter as our new product launches are just beginning to gain traction in the marketplace.

On Slide 17, we look at the components of the year-over-year performance in South America. Despite the slight production decrease, the impact of volume rounded to 0.

Mix was favorable $100 million and continues to be a tailwind in the region as we launch new products with higher margins. Price was favorable $100 million, largely related to increases in Venezuela and Argentina.

Costs were unfavorable $200 million due to $100 million in higher material and manufacturing and the aforementioned restructuring costs. Other was $100 million unfavorable, primarily due to foreign exchange.

This totals to a breakeven result for GMSA in the second quarter. This is the second consecutive quarter where we've had a positive EBIT-adjusted before restructuring, and evidence that our product launches and cost actions are beginning to turn around performance in the region.

Turning to Slide 18, we provide our walk of automotive free cash flow for the second quarter. After adding back noncontrolling interest, preferred dividends and undistributed earnings allocated to Series B and subtracting GM Financial, our automotive income was $1.8 billion for the second quarter of 2012.

We had no special items, and our D&A was a $1.5 billion non-cash expense. Working capital was $1 billion use of cash due primarily to a decrease in accounts payable.

Pension and OPEB cash payments exceeded expense by $200 million in the quarter. Other was a $1.7-billion source of cash due primarily to $1 billion in distributed joint venture dividends and excess of quarterly equity income and $600 million in balance sheet movements related to our rental car fleet.

This totals down to an automotive net cash provided by operating activities of $3.8 billion. After deducting capital expenditures of $2.1 billion in the quarter, our automotive free cash flow was $1.7 billion, a $2.1 billion decline from the prior year.

On Slide 19, we provide a summary of our key automotive balance sheet items. We finished the quarter with $38.5 billion in total automotive liquidity, consisting of $32.6 billion in cash and marketable securities and $5.8 billion of available credit facilities.

On the bottom portion of the slide, our book value of debt is $5.1 billion, and our Series A preferred stock is $5.5 billion. U.S.

qualified pension plans are underfunded by $12.8 billion, and our non-U.S. pensions are underfunded by $11.2 billion at the end of the second quarter.

Finally, our OPEB liability is $7.2 billion. Slide 20 provides a summary of key operational metrics related to our financing activities.

GM Financial reported their results this morning and will be holding a conference call at noon. Our U.S.

subprime financing in the second quarter has increased over the prior year to 8.7% and continues to modestly exceed the industry average. Our U.S.

lease penetration is 15.3% in Q2, a 1.8 percentage-point increase from the prior year. Lease penetration in Canada is at 8%, slightly less than a year ago.

GM new vehicles as a percentage of GM Financial originations increased to 45%, and GM Financial's percentage of GM's U.S. consumer subprime financing and leasing is 21%.

GM Financial had annualized net credit losses of only 1.5% for the quarter, a 0.9 percentage-point improvement from 2011. This credit performance is at a seasonal low and will likely weaken somewhat through the balance of the year.

Earnings before tax were $217 million for the second quarter, a $73 million improvement from the prior year. Before I turn it back over to Dan, I'd like to address our current 2012 outlook on Slide 21.

Despite some challenging macroeconomic data coming out of North America, we still believe that U.S. light vehicle sales in 2012 will end up in the 14 million to 14.5 million unit range.

Through June, the U.S. light vehicle SAAR was 14.3.

We continue to expect that the average of GMNA results for the second and third quarters will be comparable to the performance in Q1. Second quarter results for GMNA were stronger, in part due to the timing of spending -- of some spending that was deferred to the third quarter.

Finally, Europe continues to be extremely challenging, which makes our outlook for the year uncertain. On a consolidated basis, we've taken the first steps in realizing our goal of global efficiencies and are making progress on our cost structure.

Our balance sheet remains strong, but the industry continues to be dynamic and fluid. We are adjusting to this challenging environment and expect to see similar general business trends in the second half of the year that we saw in the first.

Now I'll turn it back over to Dan Akerson for his closing remarks.

Thanks, Dan. I'll keep my closing remarks very brief.

This is a solidly profitable quarter for General Motors, particularly in North America and Asia. We're making progress in South America.

We generated $1.7 billion in automotive free cash flow, and we continue to strengthen our balance sheet. We're also entering new segments to drive revenue today and laying the foundation for tomorrow.

As you can tell from the specific examples I cited earlier in the call, we are tightly coordinated, systematic and relentless in attacking the issues that hold us back and pursuing growth opportunities around the world. Still, the fact remains that most of our key metrics were unfavorable compared with the year ago.

That's not acceptable with this leadership team, and we're going to underscore that fact with our teams to keep everyone on point. Thank you, and now we can open the line for questions.

I had 3 questions on Europe. First, can you unequivocally rule out putting any more money into Peugeot?

Because I understand, at the time of the cap raise, the idea was to make sure your partner was healthy and had the resources to back it up as you guys start to work together on projects. But given some of the deteriorating situation in the market, just wanted your -- to have your stance on whether you draw the line anywhere in terms of cap?

Yes, we have no intention of putting any more money into PSA.

Okay. Next question on inventory.

I was surprised by the comment that you said working capital was improving in Europe. I think we've heard that inventory levels are actually rather high at both the dealer and at the factory level, and that is actually quite the opposite of working capital control.

I was wondering if you could elaborate or give a little color on what inventory levels are? How high are they at dealer and at factory level in Europe?

Yes, I'm not sure I said that they were improving in Europe. And I would agree with your general assessment, which is we still have work to do on both the dealer and the company-owned inventory, and we expect to address that through the third and fourth quarters.

We did make some modest progress in the second quarter, but we have more work to do on that front. So I agree with your comments.

Okay. So Dan, would you then -- would I be mistaken then, given the inventory levels that need to be adjusted and you overproduced relative to demand in the first half, would it -- and the seasonality trends that are typical in Europe, are we crazy to assume second half losses couldn't be substantially more than the first half in Europe?

Yes, we're not going to provide any specific perspective on second half losses. The macro environment is going to be as big a driver of the industry as anything else, and there's a huge amount of uncertainty around that.

What we're doing is we're focusing on 3 or 4 things. We're focusing on a couple of big product launches, your namesake product.

We're focusing on the launch of the Mokka, which is going to be very important for us. We're focused on getting those successfully launched and into the marketplace on a sustainable basis.

We're focused on cost and capacity, all the things you've heard us talk about on those fronts. We're focused on managing supply to demand and managing production and inventory and continuing to work that.

So we're going to be taking actions on all of those fronts. Exactly how the second half of the year shakes out is going to be, in large part, a function of the market environment.

Okay. Just one final question on Europe if I may.

Can you tell us the size of the intercompany loan from GM to Opel, please?

We don't comment on our intercompany funding arrangements anywhere in the company, including with respect to the European business.

And would you not comment on whether that changed? If there was the delta in the second quarter?

Sorry, ask that again?

Would you comment on -- if you don't comment on the amount of it, could you comment directionally on is that loan increasing or is it stable?

I'd say the only thing I'd say at this point in time is that across the company, as a general matter, cash flow tends to track profitability.

Just hoping maybe, although you're not commenting on the profitability of Europe in the back half, if you can make any comments on what you anticipate as being sort of the production run rate in that region? And relative to your operating leverage in Europe, it looks like decremental margins per unit have been extremely low.

You went from, I think, 290,000 to 230,000 units of production, Q1 to Q2, earnings impact only $100 million. And year-over-year, it looks like it's even less.

Is that something -- is there anything unusual on that?

I'd say some of it's a function of where that production went. Did it go into company-owned inventory or did it go into dealer inventory, because that drives where you recognize the revenue and some of the profits, so there's an element of that.

The decrease in [indiscernible] -- I'm probably saying the same thing. The decrease in deliveries was lower than the increase in production, if that makes sense.

We also have factors going on from a mix point of view between countries and between product lines. There are obviously parts of the continent that are more profitable or less unprofitable than others as it relates to country line profitability and also product line profitability.

So it's hard to do a simple incremental margin analysis and draw any real conclusions from that.

Okay. On this joint venture that you have with PSA, you were targeting about $1 billion of cost reduction.

I was hoping you might give us some color on whether there's been any progress on that or, just generally, on that relationship given their financial situation. And any quantification of cost savings that you might be targeting, just near term and looking out to 2013 in that region?

Yes, nothing has really fundamentally changed from what we talked about at the time that we announced the initiative in terms of either the magnitude or the timing of savings. We have announced the arrangement, as Dan mentioned in his remarks, around the logistics business, and that was something we identified early on as something that we'd be able to get to fairly quickly, and we've done that.

So I'd say we're on track relative to what we've talked about previously. But in the time line that we had talked about, it's pretty early days.

So bottom line, I wouldn't expect any huge benefits in 2013 arising from those, which is consistent with what we told you before.

Would there be any significant savings that you're targeting for 2013 aside from that, maybe just from the logistics and these work roll changes in the U.K. and in Germany?

Yes. I mean, we're working aggressively on the cost structure of the business.

We still see opportunity to improve that in the business. You mentioned a couple of opportunities.

We still see just general and administrative cost-reduction opportunities. And one of the benefits that we have and will have from having a number of fresh leaders go into that business is an opportunity to relook at some of those things.

So I think we are not yet done from a cost-opportunity perspective.

Okay. Just lastly, any color on what we should be thinking in terms of Asia equity income?

You had a bit of a decline despite the production in that JV being up. How should we be thinking about margins or just the equity earnings coming into the -- to GM?

There are couple of effects there. One of the major drivers of that results, of production up and margins and earnings down slightly, was some mix shift between the SGM business and SGM Wuling.

So the Wuling business accounted for a significant chunk of the growth year-over-year, which is a function of the shifts that we're seeing in the overall marketplace. So that's really the main driver of that dynamic.

As we've talked about this for a few quarters, the market remains quite competitive in China. There are some pricing pressures there, but we're still looking at basically a 9%, 10% margin business over there.

So we feel good about the overall financial result, and we'll see how the future quarters come.

A question on North America and then a question on Europe. In North America, 70% of the nameplates renewing in the reasonably foreseeable future, when do you expect the full force of those launch costs to start to hit the P&L?

It depends on the launch cost. I would say, starting this year, with the downtime related to the K2XX, we've got a pretty significant manufacturing project impact this year, and that'll run into next year as we launch a few more of the products.

And then the big marketing launch cost, really around the K2XX and some of these other products, will start to manifest themselves in 2013 throughout the calendar year.

Okay, great. And can you comment on the pricing environment at Europe right now?

I'd say it remains very challenging and very competitive. We haven't seen a fundamental change relative to what we've being experiencing for the last couple of quarters, and we don't see any major external catalysts to drive a fundamental change in that, absent some fundamental change in the economic outlook.

Okay. You haven't seen any increased incentive activity by any major competitors yet?

Well, I'd say there's been a lot of incentive activity and a lot of price reduction activity all through the years. So that's been something we've been seeing for quite some time now.

We don't see any reason for that to change fundamentally near term. You see in our second quarter year-over-year walk-through for Europe that we had price impact roughly flat.

And as I said in my remarks, that's pricing we have on some new product, offsetting some price degradation on the bulk of the portfolio.

So let me talk about -- ask about South America. It looks like x restructuring charges, you would have made about $70 million.

So that's about 140 basis points or so margin -- 170 basis points, excuse me. Fiat is now breaking out results.

Was it 9%? And I know, internally, you tend to look at where you are versus competitor benchmarks and now we have one for another market leader there.

What do you see as the main sources of that gap? And then how quickly and to what extent can you close that gap with some of the actions and products under way?

I'll just make one comment, which is you're absolutely right, that we've done that benchmarking exercise and -- as you would expect and hope. And Chuck will take you through the main elements in that gap.

Yes, I think there's 3 fundamental pieces. First, manufacturing footprint.

We've talked about that before and talked about the capacity actions that we need to take from a footprint perspective. And I would size that up to somewhere in -- 30% to 40% of that gap is related to manufacturing footprint.

Second, overall product line profitability. We're still selling, at least through the first 6 months of this year, a pretty heavy majority of our products being legacy products, where we've got challenges from a margin standpoint.

The other piece of that is on our new products. And Dan mentioned it earlier, we need to continue to drive on localization.

On our new products, we've got a pretty significant level of imported content, and we've got exposure to the weakening real from that basis. So we need to work on that.

Then the last piece is SG&A. And we've embarked on a benchmarking exercise around that as well.

We think there's significant opportunity, in the range of maybe $75 million to $100 million a year across South America, but primarily in Brazil on SG&A. So a number of actions across all of those fronts.

Could you remind me of the footprint issue? Is it you're in a higher cost area?

You don't have the right capacity? You don't have enough capacity?

Yes. When you look at our footprint, about 2/3 of our Brazilian footprint is in high-cost locations, primarily in and around Sao Paulo.

And when you look at Fiat, Volkswagen, the vast majority of their capacity is in low-cost regions of the country. Estimated cost penalty associated with that is $300 million to $400 million a year, just from a footprint standpoint.

And when do you think you can move -- make closure on that?

I didn't hear that last part, sorry.

Is that something you're stuck with? Or is that something that you can evolve to a better footprint?

We started to work through that last year with a restructuring action that we took in Q4. As we just announced in Q2 earnings, there's another restructuring charge that's fundamentally related to a yet-unannounced capacity action to address exactly what we're talking about.

Could you perhaps talk about any non-labor and non-capacity cost levers that you might be able to pull in Europe to improve profitability near term? For example, you announced that distribution agreement with PSA.

Are there other similar opportunities that could be material, or maybe a number of other smaller opportunities that, in aggregate, could prove material? I ask, just because it seems these levers are a lot easier to pull without having to enter into labor negotiations, et cetera.

Yes, I'd say there's opportunity in multiple parts of the P&L. One thing we haven't talked much about here is we do continue to see some relief on a global basis on raw materials, which is providing a little bit of assistance to us.

So I'd say that applies also within Europe. But we certainly have opportunity, similar to what Chuck just talked about on the SG&A side, in South America.

I'd say we still have opportunity in Europe on that as an example, and that's something we're going after.

Okay. And then just thinking about the year-over-year earnings walk for North America.

Mix has been a big headwind for a while now, maybe not so much in this quarter, but maybe it's structural going forward. But it just seems like a lot of the new vehicles you're launching now might be able to turn things around.

How would you encourage people to think about mix as you launch vehicles like the XTS, the ATS, refresh the Lambdas and the full-size trucks, et cetera?

I would say, on a go-forward basis, and fundamentally because we continue to be constrained or capped on full-size pickup, full-size utility production through this year and then, again, through next year as we launch the K2XX. Mix will continue to be a headwind, but not as much magnitude as it was in 2010 and 2011 when we launched Cruze and Sonic and some of the entries that are getting a lot of traction now.

And obviously, ATS, XTS, the next-generation CTS will have improved margins, and that will be an offset somewhat to the constraints that we have on full-size pickups and utilities. So I'd say, in general, a headwind but not the same magnitude that it's been over 2010 and '11.

Okay. Then last question in keeping with the North America walk, you mentioned that this quarter, GMNA enjoyed a $300-million reduction in material freight and other expenses.

Is this primarily reflecting that one-time deferral of expenses from 2Q into 3Q this year? Or does it relate to something particular in the year-ago period that did not repeat?

Or is it a tailwind that we can think about continuing going forward?

The year-over-year walk, $200 million was material in freight. So that's just material performance Dan just mentioned.

We've got a bit of tailwind in Q2 relative to commodity prices retreating a bit, as well as gas and diesel, which had a favorable impact on freight. The other $100 million was depreciation and amortization, and that's really the unwinding of some fresh start accounting entries and assets related to spare tool and IP amortization.

So some of that will continue, the IP amortization. The material and freight depends on what happens with commodity prices.

The retiming issue from Q2 to Q3 is really around the guidance that we provided back in Q1 when we indicated that Q2 and Q3 would be in the range of Q1 earnings. Fundamentally, there are 3 drivers of that retiming: We allocated some additional advertising money out of Q2 into Q3 around the Olympics, in supporting the programs that we have in market right now; there were some engineering retiming really related to program-specific spending; and then manufacturing project expense associated with the transition of the K2XX and some additional downtime that we had in Q3 versus Q2.

So those were the big drivers of the expense retiming.

I guess one region we haven't really talked about as much is China, though -- I guess there was one question, which touched on some margin pressure. There's been a lot written about Buick inventories being pretty high right now and further pricing pressures that could result to that.

Can you just -- how do you assess the health of that market and the health of the inventories at your dealerships, as well as the competitors?

Well, as I said earlier, part of what drove the performance in this quarter was a mix shift in our business, which reflected a mix shift in the market, to the lower end of the market. So for us, that means work from SGM, which is the Chevrolet-Buick-Cadillac business, to Wuling, which is the smaller product, local product.

So that mix shift is part of what's been going on. From an overall inventory and supply/demand dynamic, I mean, there's no change in our fundamental approach, which is to continue to match production to demand.

We track that obviously all the time and make production adjustments as we need to. So we're not going to do anything differently there than from what we've been doing on an ongoing basis.

So I'd say the overall market continues to be quite competitive, with pricing pressure sort of up and down the line.

But I guess, sort of asking it a different way, are these reports correct, that inventory is pretty bloated right now, meaning that pricing pressure could continue or get worse? Or you might be in a position to have to take down production a little bit to correct that?

Yes, I don't know exactly which reports you've read, but I'll restate our approach, which is, obviously, we will manage production to meet demand. We will manage price in a very prudent and responsible way as we do elsewhere in the world, which is to approach the market with as much financial and market discipline as we can.

So we're not going to change the strategy or change anything different because we have a slower month or something like that. So fundamentally, matching production to demand and maintaining pricing discipline.

Okay, understood. And speaking of strategy, I know there was a comment on this yesterday during the sales call, but obviously, given the resignation of the sales chief or the marketing -- your marketing chief, what -- when we think about some of the things he was associated with, such as the consolidated -- consolidation of the ad spend, the Chevy Runs Deep program and, I guess, some of the decisions about advertising, Super Bowl, that sort of stuff, is any of that being reassessed right now?

Or is the idea to just kind of stay on the path that he set out?

Yes. The fundamental approach, there's no change.

The consolidation of agency spend, all of the things that we did with media buy and so on, those are all very real drivers of efficiencies, and we're absolutely going to continue with those. Obviously, tactical day-to-day decisions in the marketplace, we'll continue to assess those as we go, but the fundamental strategy remains in place.

I think it's fair to say that -- just to be clear, no individual operates -- I know you -- a lot of the public views this is a personality-driven industry/company. It's a team effort, and what you saw manifest in the marketplace was a thought-out strategy that was agreed upon as a team.

Can you provide any color, I'm just trying to bridge Europe from Q4 where you lost about 550 to today, even though volumes were actually lower. I mean, what has changed in that market actually?

So what actions have you done to actually improve those? It seems like a pretty dramatic improvement.

Yes. You don't want to get too caught up in off-quarter variance analyses, because there's obviously seasonal things that go on in the business in terms of production versus sales and things going in and out of inventory and so on.

But again, we have been working on the cost side of the business as you know. But I think the comparison you want to look at and understand is really the Q2, this year relative to Q2 last year, same thing for Q1 and look it that way as a way to think about the business.

You can get caught up if you try to do it on non-matching quarters.

Okay. That's fair.

And any comment on -- you talked about South America, that a lot of content is imported and that's a structural issue. Has that gotten worse with some of the recent changes in regulations down there?

Have some -- do you now pay some higher tariffs? Or is that just a legacy issue from importing from North America or Europe?

Actually, it's related to the new product programs. When the decisions were made to invest launching the new product programs, there was a fairly significant level of imported content at launch and then with a plan to localize over time, similar to what we've done in the past.

So as we launch the Cruze, Cobalt, Spin and a lot of these products, there's a fairly significant level of imported content, which exposes us to the real. And that's kind of a short-term issue, relatively short-term issue as we continue to execute the localization strategy and get ourselves north of 80%, 90% localization.

So it's really not regulatory as much as currency exposure.

Okay. And just one last question on, I guess, the CAW contract that's coming up shortly.

Any color on what your negotiation -- goals will be there? I mean, are you aiming to get on parity in the U.S.

on a cost basis? Is there any opportunity there?

No. We're not going to get into a discussion of that in the public arena at this time.

We'll keep our discussions private. And when we have something to say, we'll say it.

I was hoping you could clarify a couple of items, Dan, on the cash flow. You mentioned a rental fleet adjustment, I think, of $600 million.

Can you explain what that is? And then also, on the working capital, can you give us some color on the timing and what you expect in the back half?

Is working capital going to be a source or a use of cash?

So the rental just relates to the sales-to-rental car customers, and it's mostly just a seasonal law of movement that we typically see as we move through the year on the sales cycle of those vehicles. So nothing unusual there.

As it relates to working capital generally, typically, it's a use in the first quarter and then it comes to be more of a source as we go through the year and would expect that to generally continue this year, particularly as we get after some of the inventory opportunities that we see in front of us.

Okay. And maybe, Chuck, if you can comment.

You mentioned, I think, in 2013, you expect to still be -- I think the word you used was constrained on the full-size trucks. Can you give us a little bit more color on the expected timing?

We know that you've got downtime on the T-900s here in Q3 and Q4. Can you help us as we get into 2013 on what to expect on the build rates on the old and new truck?

Yes, I'm not going to get into specifics of 2013 yet. There's a lot of dynamics that still have to play themselves out.

I would say that we're about 1 year into a 2-year transition, going from GMT 900s to K2XX as we head into next year's launch cycle. And during that time, with the significant down weeks that we've had this year and then ramp-up and acceleration next year, we're going to continue to have a limit on the number of vehicles that we'll be able to produce until we get the K2XXs fully up and running towards the end of next year.

So I think it's a 2-year transition that we continue to manage through. We continue to manage the inventories and try to keep that aligned with demand.

Okay. And then can you maybe -- coming back to the marketing discussion, can you just comment on the plans for the Chevrolet brand in Europe?

I understand that, that's part of the focus here, this new deal that was signed. How does that fit relative to Opel?

And you're already overcapacitized for Opel. Do you anticipate Chevy brand growing relative to Opel?

And then what does that mean for your capacity at Opel?

Well, from an overall perspective, obviously, our plan is to grow both brands and the market presence of both brands in Europe. You have many manufacturers who are running the market over there with more than 1 brand, and we see a clear opportunity to do that with these 2 brands in 2 different segments of the market.

The market share of Chevrolet in Europe has continued to grow year-over-year, as it has for the last few years. We have a lot of new product coming in there as well.

But we still have work to do to get exactly the right distribution footprint and network in place as it relates to Chevrolet and, frankly, between the 2 brands.

Just one point of clarification on the outlook for GMNA in the third quarter. I mean, if you read this literally, it looks like you're guiding to about $1.3 billion or $1.4 billion in EBIT.

But if look at it optimistically and based on some of your comments, it might be closer to $1.7 billion, right in line with the first quarter. I'm just trying to understand if the literal interpretation is correct, or is it going to be closer to in-line with the first quarter?

Oh you see we're not going to give you a point estimate. So you can figure it out relative to those 2 interpretations.

Okay. Then second question in Europe on Slide 13, you're not showing any pricing pressure whatsoever.

It's pretty amazing, considering that from the comments that you guys have made and, actually, what we've heard from some of your competitors. What happened there, right, because that doesn't sound like it jives with a lot of the comments out there?

And secondly, would you get more aggressive on pricing to push volume over there? Because I know you guys have talked about growing volume as part of the strategy to fix Europe.

Yes. I'd say -- as I commented I think earlier, that there's 2 pieces going on in that year-over-year effect.

One is price on some of the new vehicles we're launching, which is favorable, and then we have unfavorable on a lot of the rest of the portfolio. We did take some fairly aggressive price action -- price increase action or incentive reduction action toward the end of last year and early this year, which is why you saw some of the share pressure in the first quarter of this year in particular.

And some of -- we took that action to some of the other competitors in the marketplace who we're hitting fairly aggressively in the other direction. So we have a trade-off to make as we go forward.

We'll continue to be disciplined and get to the optimal trade-off between price and volume as we see the market evolve. But I can't really be more specific than that at this point.

That's impressive. And just on the pensions.

Just curious, you mentioned you had the results from the buyouts. So I'm just curious how -- what the take rate was on that and what kind of impact you expect that to have on the funding and the expense going forward.

You, you and many other people are curious about that. We're not providing that update at this point in time.

But as the rest of the transaction progresses and once we conclude it later in the year, I will provide an overall update as to the effect of the whole initiative.

Okay. And then just lastly, you said you got $1 billion in dividends in your free cash flow walk from your JVs.

Just curious, is that from an LTM income level? Or what's the cadence?

Because that's not an inconsequential number in your free cash flow.

No, it's a chunk of the free cash flow. I mean, the basic approach is we -- the joint ventures pay out 100% approximately of their -- of the previous year's net income.

That's sort of the -- that's the guiding principle.

So that's typically a second quarter item?

Correct. And that was in the second quarter last year as well.

Thank you very much, operator. Thank you, everyone, for your time today.

We'll be talking to you again with third quarter earnings. Thanks now.

Bye.