UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 7, 2006
GENERAL MOTORS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
1. Special Attrition Program Agreement
On March 22, 2006, General Motors Corporation ("GM"), the United Auto Workers
(the "UAW"), and Delphi Corp. ("Delphi") announced that they had entered into
the UAW-GM-Delphi Special Attrition Program Agreement (the "Attrition
Agreement"). The UAW is the largest labor union representing hourly employees of
GM and of Delphi; Delphi, a former subsidiary of GM, is now a GM major supplier.
The Attrition Agreement was designed to reduce the number of hourly employees of
GM and of Delphi through an accelerated attrition program (the "Attrition
Program"). When originally executed, the Attrition Agreement was subject to
approval of Delphi's participation by the U.S. Bankruptcy Court for the Southern
District of New York, which has jurisdiction over Delphi's Chapter 11
proceedings. On April 7, 2006, the Bankruptcy Court declared in a hearing that
Delphi's participation in the Attrition Agreement was approved, so that all
conditions precedent to the effectiveness of the Attrition Agreement have been
satisfied.
In the Attrition Agreement, GM agreed to make certain contributions for the
benefit of Delphi and its UAW-represented employees. Specifically, GM will (1)
pay lump sums of $35,000 to certain employees who participate in the Attrition
Program; (2) allow Delphi employees who agree to retire under the Attrition
Program to flowback to GM for purposes of retirement and upon any such
employee's retirement, GM will assume all post-retirement health care ("OPEB")
obligations to such retiree; (3) subsidize health insurance and life insurance
coverage provided to certain Delphi employees participating in the Attrition
Program before such employees actually retire if Delphi reduces or eliminates
its health care and/or life insurance coverage provided to active UAW employees
in the interim; and (4) accept 5,000 active flowback employees, and as a result
after they flow back, pay such employee's wages and benefits and incur pension
and OPEB obligations for such employees.
With respect to the contributions described in the previous paragraph, GM will
have no claim against the Delphi estate on account of the $35,000 lump sum
payment, but GM will have a pre-petition, general unsecured claim against the
Delphi estate for the obligations related to OPEB and active employee health and
life insurance benefits that it assumes under the Attrition Agreement. This
claim is subject to the rights of parties in interest to object to allowance on
any grounds other than the claim did not arise under the terms of the
pre-existing contractual agreements between GM and Delphi.
Also under the Attrition Agreement, GM will provide certain UAW-represented
employees at GM with (i) a lump sum payment of $35,000 for normal or early
voluntary retirements retroactive to October 1, 2005; (ii) a mutually
satisfactory retirement for employees with at least 10 years of credited service
and 50 years of age or older; (iii) payment of gross monthly wages ranging from
$2,750 to $2,900 to those employees who participate in a special voluntary
pre-retirement program depending on years of credited service and plant work
location; and (iv) a buyout of $140,000 for employees with ten or more years of
seniority, or of $70,000 for employees with less than 10 years seniority,
provided such employees sever all ties with GM and Delphi except for any vested
pension benefits.
2. Health Care Settlement Agreement
On March 31, 2006 the U.S. District Court for the Eastern District of Michigan
announced its approval of a settlement agreement for a class action challenging
GM's ability to modify the health care plan for certain hourly retirees and
surviving spouses (the "Settlement Agreement"). As previously disclosed, the
Settlement Agreement is projected to reduce GM's OPEB liabilities by about $15
billion or 25% of the Corporation's liability for health care for hourly
employees, reduce GM's annual employee health care expense by about $3 billion
on a pre-tax basis during a seven-year amortization period, and result in cash
flow savings estimated to be about $1 billion per year once the Settlement
Agreement is fully implemented. The Settlement Agreement will remain in effect
until at least September 2011, after which either GM or the UAW may cancel upon
90 days written notice. Similarly, GM's contractual obligations to provide
health care benefits to UAW hourly retirees extends to at least September 2011,
and will continue after then until terminated by either GM or the UAW. As a
result, the provisions of the Settlement Agreement will continue in effect for
UAW retirees beyond the expiration in September 2007 of the current collective
bargaining agreement between GM and the UAW.
The Settlement Agreement also provides that GM will make contributions to a new
independent Defined Contribution Voluntary Employees' Beneficiary Association
(the "DC VEBA") that was established pursuant to a new defined contribution
plan. The contributions will be used to mitigate the effect of reduced GM health
care coverage on individual UAW retirees, and may be available through
approximately 2025. The new independent DC VEBA will be partially funded by GM
contributions of $1 billion in each of 2006, 2007, and 2011. The 2011
contribution may be accelerated under specified circumstances. GM will also make
future contributions subject to provisions of the Settlement Agreement that
relate to profit sharing payments, wage deferral payments, increases in the
value of GM's Common Stock, and dividend payments (the "Supplemental
Contributions"). The Settlement Agreement also generally provides that UAW
retirees will be responsible for annual increases in health care benefit costs
up to three percent, and GM will be responsible for increases in excess of that
limit.
Because the Settlement Agreement became effective upon the court's March 31
approval, GM will begin accounting for its contributions to the DC VEBA under
the Settlement Agreement in its financial statements for the first quarter of
2006. The reduction in health care expense, which will begin to be realized in
the third quarter of 2006, will in the aggregate more than offset the required
contributions to the DC VEBA and result in net cost savings of approximately $13
billion over the Settlement Agreement's initial six-year term. These estimated
net savings will be reduced to the extent that GM makes certain Supplemental
Contributions to the DC VEBA. Under the accounting treatment that GM believes is
appropriate under U.S. Generally Accepted Accounting Principles, the obligation
to make the contribution would be recognized in the period in which it becomes
due and payable, so that the charge for the first quarter of 2006 would be $1
billion pre-tax, even though none of the benefit of the agreement will be
realized in that quarter. Other possible accounting treatments include
recognizing the fair value of all three payments as expense on March 31, 2006,
which would result in a significantly larger charge in the first quarter. GM is
currently in discussions with the Staff of the U.S. Securities and Exchange
Commission and anticipates that the accounting treatment of the DC VEBA
contributions will be resolved definitively before it files a Quarterly Report
on Form 10-Q reporting the financial results for the first quarter of 2006.
In addition to the charge taken pursuant to the Settlement Agreement, the first
quarter results will be impacted by restructuring charges in GM North America,
GM Europe, and GM Latin America, Africa and Middle East and the gain from the
sale by GM of some of its stock in Suzuki Motor Corporation.
Forward-Looking Statements
In this report and in related comments by General Motors' management, the use of
the words "expect," "anticipate," "estimate," "forecast," "initiative,"
"objective," "plan," "goal," "project," "outlook," "priorities," "target,"
"intend," "evaluate," "pursue," "seek," "may," "would," "could," "should,"
"believe," "potential," "continue," "designed," "impact," or the negative of any
of those words or similar expressions is intended to identify forward-looking
statements. While these statements represent our current judgment on what the
future may hold, and we believe these judgments are reasonable when made, these
statements are not guarantees of any events or financial results, and GM's
actual results may differ materially due to numerous important factors that may
be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. Such
factors include, among others, the following: changes in the legal
interpretations of the Attrition Agreement and the Settlement Agreement; the
willingness of GM and Delphi employees to participate in the program offered
under the Attrition Agreement; bankruptcy court actions with respect to Delphi's
obligations to GM; changes in our accounting assumptions that may require or
that result from changes in the accounting rules or their application; and
changes in the existing, or the adoption of new, laws, regulations, policies or
other activities of governments, agencies and similar organizations.
Investors are cautioned not to place undue reliance on forward-looking
statements. GM undertakes no obligation to update publicly or otherwise revise
any forward-looking statements, whether as a result of new information, future
events or other such factors that affect the subject of these statements, except
where expressly required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
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(Registrant)
Date: April 13, 2006 By: /s/PETER R. BIBLE
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(Peter R. Bible,
Chief Accounting Officer)