1. Pension Accounting and the Case of General Motors Thursday September 6, 2007

2. By the end of today’s lecture, you should be able to: Provide overview of how pension accounting works, as well as its flaws ABO vs. PBO Expected vs. actual returns Describe GM’s 2003 pension funding scheme in detail Debt issuance How it created value (real, and accounting)

3. Understanding Pension Accounting It is important for analysts, investors, plan participants, and other stakeholders to be able to determine how a company’s pension affects the financial status of the firm The information reported on the face of the firm’s financial statements is often inadequate, and can even be misleading One must “dig deeper” into supporting documentation

4. Relevant FASB Statements SFAS 87: Guides employers on how to account for pensions SFAS 88: Accounting for “settlements and curtailments” of DB plans SFAS 132: Retiree benefit note disclosures provide additional info to aid in analysis of retiree benefit plans SFAS 106: Accounting for non-pension benefits to retirees (e.g., health care, life ins.)

5. A Few Caveats Upfront Assumptions and methods used for financial statement treatment of pensions often differs from those used for PBGC funding Financial Accounting treatment also differs from tax treatment Tax treatment follows cash flows, financial accounting follows accruals

6. Why Can Financial Statements be Misleading? In 1987, when FASB adopted current rules, it decided to: Ease the transition to the new rules Reduce volatility of earnings arising from actual returns on plan assets Ease the income statement impact from plan changes that granted future pension benefits based on past service Result: income statement costs and balance sheet balances became disconnected from underlying economics

7. Measuring Pension Obligations Accumulated Pension Obligation (ABO): PV of amount of benefits earned to date, based on current salary levels Projected Benefit Obligation (PBO): PV of amount of benefits earned to date, based on expected future salary levels that will determine the pension benefits

8. Which Measure to Use? Controversial Balance sheet disclosures of unfunded pension obligations use ABO Income statement measures are based on PBO Lots of supplemental disclosure required

9. Income Treatment SFAS 87 Pension Expense (“Net Periodic Pension Cost”) = Service cost (PV of newly accrued benefits) + Interest cost on PBO (one year closer to payment) - Expected return on plan assets +/- Amortization of prior service cost (change in liability due to plan amendments amortized over future work life) +/- Amortization of gains or losses (other amortized gains/losses, incl. difference between expected and actual returns)

10. Controversy: Expected Returns FASB allows corporations to use an expected rate of return on plan assets rather than the actual return when computing the annual benefit cost Ex: Even if company experiences a negative rate of return on plan assets, it can still report an 9% return on plan assets for that year Provides misleading view of actual change in economic value of net liability

11. Controversy: Asset Smoothing Rather than using the current fair market value of assets, firms are allowed to apply the expected rate of return to a trailing five-year smoothed fair value of plan assets After stock market decline, assets used in calculation are overstated, thus further overstating income from asset returns

12. Increased Disclosure Requirements Because balance sheets and income statements are confusing (misleading?), in 2003, SFAS 132 was revised to expand disclosures General description of plans, changes arising from acquisitions/divestitures, effect of plan amendments, and dates on which assets and liabilities were measured Table reconciling beginning and ending balances of for projected benefit obligations (for DB plans) Changes in plan assets (including actual returns, contributions, benefits paid, etc.) Lots of other details on ABOs, underlying assumptions, plan assets by asset class, etc.

13. G.M: Overview of the Company Industries Employees: Financial Status (2002) Net Sales: Net income: Assets (book): Liabilities: Market capitalization:

14. GM’s DB Pension Plans

15. Financial Status of GM Pensions 2002 plan assets: 2002 PBO: Net Funding Percent Funded

16. What Caused It?

17. Funding Status in Perspective Underfunded pension obligation is: Who bears the financial burden of the pension underfunding?

18. What Are G.M.’s Funding Options?

19. G.M.’s Debt Issuance

20. Issuing Debt to Fund Pension Winners? Losers?

21. Effect on Accounting Measures

22. Pension Fund Investments Fiduciary relationship – when one party holds and administers money on behalf of another party Covers the employer, the plan administrator, and the trustees of the plan Fiduciary rules governing pensions are designed to protect workers, not to make life easy on plan administrators! At least one fiduciary must be named. Note that actuaries, attorneys, consultants, etc, are typically not considered fiduciaries

23. Fiduciary Responsibilities (under ERISA) Operate plan solely in interest of participants and beneficiaries Act with the care, skill, prudence and diligence … that a “prudent man” would. Must consider Diversification (DB max of 10% in Co Stk) Liquidity & current return relative to cash flow needs Projected returns relative to funding objectives Diversify the investments to minimize the risk of large losses Follow provisions of plan documents (unless inconsistent with ERISA)

24. Interest of Participants Pension plan participants should want pension fund to be fully funded at all times Sufficient assets on hand Sufficient contributions as needed Low risk: minimize mismatch between assets and liabilities How minimize the mismatch? Invest in bonds or stocks?

25. Why Do Firms Use Equity? “Stocks beat bonds in the long run” Historically, stocks have beaten bonds over every 30 year holding period in US over past century – the “equity premium” But, may not be true going forward May have been lucky draw? Smaller equity premium going forward? Justifies higher expected return (which allows lower pension expense)

26. Boots Pension Plan A leading retail chain in UK and Ireland 2.3 billion pound assets in pension plan Investment strategy was approximately 75% equity, 17% bonds, 4% real estate, 4% cash In 2002, pension trustees and the firm decided to move 100% of assets into passively managed bond portfolio Partially also motivated by tax considerations

27. G.M.s Investment Strategy General Motors Asset Management (GMAM) Manages GM pensions and insurance portfolios $____ billion in assets under management Active vs. passive management “Alpha strategies”

28. Financial Times, December 15, 2003

29. The Wall Street Journal, December 10, 2003

30. GM “Alpha”

31. GM Today

32. GM Health Care