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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) MAY 23, 2007
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 38-0572515
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
300 RENAISSANCE CENTER, DETROIT, MICHIGAN 48265-3000
(Address of Principal Executive Offices) (Zip Code)
(313) 556-5000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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))
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ITEM 8.01 OTHER EVENTS
This Form 8-K is being filed in contemplation of a public capital market
transaction.
Potential Sale of Allison Transmission
As previously disclosed, General Motors Corporation ("General Motors" or "GM")
is considering measures to strengthen liquidity and focus on its core business
of designing, manufacturing, and selling cars and light trucks globally. Among
other items, GM is currently discussing the potential sale of its Allison
Transmission business ("Allison Transmission") with a number of potential
buyers. At March 31, 2007 and currently, GM management believes that the
potential sale of Allison Transmission does not meet the held for sale criteria
outlined in paragraph 30 of Statement of Financial Accounting Standards (SFAS)
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS
No. 144). However, in contemplation of a public capital market transaction under
the Securities Act of 1933, GM is filing this Form 8-K to provide pro forma
financial information under Article 11 of Regulation S-X for the potential sale
of Allison Transmission. At the current time, GM management believes that a sale
of Allison Transmission is probable, subject to union, regulatory, and other
approvals. In Exhibit 99.1 to this Form 8-K, GM has provided unaudited pro forma
financial information reflecting Allison Transmission's assets and liabilities
as held for sale as of March 31, 2007, and reporting its operations as
discontinued for the three months ended March 31, 2007 and 2006, and for the
years ended December 31, 2006, 2005, and 2004. GM's management believes that the
probable disposition of Allison Transmission will qualify as discontinued
operations based on GM's current plans for such disposition under SFAS No. 144.
Liquidity
As of May 22, 2007, General Motors had obtained non-binding lender commitments
to provide a secured revolving credit facility in an aggregate principal amount
of approximately $4.1 billion. GM anticipates that the facility will be secured
by GM's common equity interest in GMAC LLC ("GMAC") and will mature 364 days
after the date that the definitive agreements are executed. The credit facility
could be used for general corporate purposes, including working capital needs.
These commitments are subject to a number of conditions, including negotiation
of definitive agreements. Consequently, there can be no assurance that GM will
ultimately enter into the contemplated credit facility, and if the transaction
to establish this facility is successfully closed, GM's ability to borrow under
the facility will be subject to customary conditions and limitations.
SEC Matters
General Motors has received a document request from the U.S. Securities and
Exchange Commission (SEC) relating to GM's disclosure in its most recent Annual
Report on Form 10-K regarding the restatement of its previously filed financial
statements in connection with GM's accounting for certain foreign exchange
contracts and commodities contracts in accordance with SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, as amended (SFAS No. 133). GM
will continue to cooperate on this and all other SEC matters and is preparing to
provide the requested information.
Additionally, as previously disclosed in GMAC filings with the SEC, GMAC has
received a letter from the SEC's Division of Corporation Finance on its 2005
Annual Report on Form 10-K and subsequent filings pertaining to hedging
relationship testing methodologies and consideration of credit ratings in
assessing hedge effectiveness for purposes of SFAS No. 133. GMAC has advised
us that they continue to work with the SEC on these matters. A negative outcome
could require GM to restate prior financial results.
Delphi Negotiations
GM continues to negotiate with Delphi Corporation ("Delphi") and certain
potential investors in Delphi regarding arrangements that would permit Delphi to
emerge from bankruptcy proceedings. We anticipate that the arrangements
contemplated by the framework support agreement among Delphi, GM, and potential
investors, described in the Current Report on Form 8-K dated December 18, 2006
and subsequent filings by GM, will be modified to reflect a number of items,
including the withdrawal of Cerberus Capital Management as a plan investor. GM
currently expects that under the modified
agreement the consideration it would receive upon the termination of Delphi's
bankruptcy proceedings would not materially differ from previous arrangements
described by GM, although the composition may be altered. General Motors has
received proposals from Delphi and from the United Auto Workers Union regarding
support to be provided by GM as part of Delphi's restructuring, and believes
that the proposals provide a basis for continuing productive negotiations.
GM intends to update its estimate of contingent exposures related to Delphi as
appropriate to reflect the outcome of all negotiations. Based on the current
status of all such negotiations, GM believes it is appropriate to update the
previously disclosed range of contingent exposures between $6 billion and $7.5
billion to approximately $7 billion. GM currently expects to reimburse Delphi
for certain labor expenses with an initial payment of up to approximately $500
million when it emerges from bankruptcy, and provide annual labor-related
payments between $300 million and $400 million and annual transitional payments
of approximately $100 million. The total amount of the contingent liability and
the specific amounts and periods that such subsidies would be paid, are still
subject to negotiation. GM continues to expect that the cost of these
reimbursements will be more than offset in the long term by its savings from
reductions to the $2 billion price penalty it now pays Delphi annually for
systems, components, and parts.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(B) PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated financial statements of GM as of
March 31, 2007 and for the three months ended March 31, 2007 and 2006, and for
the years ended December 31, 2006, 2005, and 2004 that give effect to held for
sale and discontinued operations presentation related to General Motors' Allison
Transmission business, as discussed above in item 8.01, are attached as Exhibit
99.1.
(D) EXHIBITS
Exhibit Description
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99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of
General Motors Corporation, as of March 31, 2007 and for the three
months ended March 31, 2007 and 2006, and for the years ended December
31, 2006, 2005, and 2004.
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
(Registrant)
Date: May 23, 2007 By: /s/ Nick S. Cyprus
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Nick S. Cyprus, Controller and Chief
Accounting Officer