FACTORS AFFECTING THE DECISIONS OF GENERAL MOTORS AND CHRYSLER TO REDUCE THEIR DEALERSHIP NETWORKS SIGTARP-10-008 JULY 19, 2010 July 19, 2010 SIGTARP Office of the Special Inspector General Factors Affecting the Decisions of General Motors and for the Troubled Asset Relief Program Chrysler to Reduce their Dealership Networks Summary of Report: SIGTARP-10-008 What SIGTARP Found Pursuant to their loan agreements with Treasury, as a condition of receiving additional TARP funding, GM and Chrysler were required to submit restructuring plans to the Treasury Auto Team in Why SIGTARP Did This Study February 2009. GM’s restructuring plan explicitly spelled out its plan to reduce its dealership network gradually, by approximately 300 dealers per year over the next five years. In March 2009, For the U.S. automotive industry, the quarter ending Treasury’s Auto Team rejected both companies’ restructuring plans. In GM’s case, the Auto Team June 30, 2009, was dominated by the bankruptcy specifically highlighted GM’s planned “pace” of dealership closings as one of the obstacles to its filings of Chrysler LLC (“Chrysler”) and General viability. In response to the Auto Team’s rejection of their restructuring plans and in light of their Motors Corporation (“GM”). As part of the intervening bankruptcies, GM and Chrysler significantly accelerated their dealership termination bankruptcy proceedings, Chrysler terminated 789 timetables, with Chrysler terminating 789 dealerships by June 10, 2009, and GM announcing plans dealerships on June 10, 2009, and GM planned to to wind down 1,454 dealerships by October 2010. wind down 1,454 dealerships by October 2010. The Auto Team’s view about the need for GM and Chrysler to reduce their dealership networks and The Department of the Treasury (“Treasury”), through do so rapidly was based on a theory that, with fewer dealerships (and thus less internecine the Troubled Asset Relief Program (“TARP”), has competition), like their smaller networked foreign competitors, the remaining dealerships would be played a key role in the financing of GM and more profitable and thus would permit the dealerships to invest more in their facilities and staff. For Chrysler, both before and during their bankruptcies. GM and Chrysler, the theory goes, this would mean better brand equity and would allow the To date, Treasury has committed $80.7 billion to the manufacturers over time to decrease their substantial dealership incentives. In addition, the Auto two automakers under TARP’s Automotive Industry Team felt the companies’ best chance of success required “utilizing the bankruptcy code in a quick Financing Program (“AIFP”). On February 15, 2009, and surgical way” and noted further that it would have been a “waste of taxpayer resources” for the President Obama announced the creation of an auto manufacturers to exit bankruptcy without reducing their networks. interagency Presidential Task Force on the Auto Industry (“Task Force”) that would review the Only time will tell whether and to what extent the rapid reduction of the number of dealerships will Chrysler and GM restructuring plans submitted as a improve the manufacturer’s profitability over time; SIGTARP’s audit found that there are several requirement of their loan agreements. In addition, the aspects of how the Auto Team came to have this view about dealership reductions that are worth Administration created a Treasury Auto Team (“Auto noting. One, although there was broad consensus that GM and Chrysler generally needed to Team”), which reports to the Task Force and had the decrease the number of their dealerships, there was disagreement over where, and how quickly, the responsibility, among other things, of evaluating the cuts should have been made. Some experts questioned whether it was appropriate to apply a foreign companies’ restructuring plans and negotiating the model to the U.S. automakers, particularly in small markets in which the U.S. companies currently terms of any further assistance. have a competitive advantage, and one expert opined that closing dealerships in an environment already disrupted by the recession could result in an even greater crisis in sales. Two, job losses at Questions arose as to how GM and Chrysler selected terminated dealerships were apparently not a substantial factor in the Auto Team’s consideration of dealerships for termination and what benefit, if any, the dealership termination issue. Although there is some controversy over how many jobs will be the companies gained from terminating the lost per terminated dealership, it is clear that tens of thousands of dealership jobs were immediately dealerships. SIGTARP received Congressional put in jeopardy as a result of the terminations by GM and Chrysler. Finally, the acceleration of requests to conduct an audit on the dealership dealership closings was not done with any explicit cost savings to the manufacturers in mind. terminations from Senator Jay Rockefeller, Chairman of the Senate Committee on Commerce, Science, and Chrysler decided which dealerships to terminate based on case-by-case, market-by-market Transportation, and Representative David Obey, determinations, and did not offer an appeals process. SIGTARP did not identify any instances in Chairman of the House Appropriations Committee. which Chrysler’s termination decision varied from its stated, albeit subjective selection criteria. This report addresses (1) the role of Treasury’s Auto GM’s approach, which was conducted in two phases, was purportedly more objective, and it offered Team in the decision to reduce dealership networks, an appeals process. However, SIGTARP found that GM did not consistently follow its stated (2) the extent to which GM and Chrysler developed criteria and that there was little or no documentation of the decision-making process to terminate or and documented processes for deciding which retain dealerships with similar profiles, or of the appeals process. dealerships to terminate and which to retain, and (3) to what extent the dealership reductions are expected to lead to cost savings for GM and Chrysler. Lessons Learned Although perhaps it is inevitable that public ownership of private companies will have the effect of blurring the Government’s appropriate role, the fact that Treasury was acting in part as an investor SIGTARP interviewed key GM and Chrysler officials in GM and Chrysler does not insulate Treasury from its responsibility to the broader economy. regarding the process and criteria used to analyze Treasury should have taken special care given that the Auto Team’s determinations had the potential whether dealers would be terminated or retained and to contribute to job losses, particularly given that one goal of the loan agreements was to “preserve analyzed GM and Chrysler data to determine if the and promote jobs of American workers employed directly by the automakers and subsidiaries and in companies consistently followed their criteria. We related industries.” This audit concludes that before the Auto Team rejected GM’s original, more also interviewed Treasury’s Auto Team officials, auto gradual termination plan as an obstacle to its continued viability and then encouraged the companies industry experts, automobile dealers, and to accelerate their planned dealership closures in order to take advantage of bankruptcy proceedings, representatives from several dealer advocacy groups. Treasury (a) should have taken every reasonable step to ensure that accelerating the dealership Our work was performed in accordance with generally terminations was truly necessary for the long-term viability of the companies and (b) should have at accepted government auditing standards. least considered whether the benefits to the companies from the accelerated terminations outweighed the costs to the economy that would result from potentially tens of thousands of In commenting on a draft of this report, Treasury accelerated job losses. Moreover, in light of the way in which the companies selected dealerships stated that it strongly disagrees with many of the for termination, in the future, to the extent that Treasury takes action with respect to a TARP statements, conclusions and lessons learned of the recipient that has the potential to affect so many jobs in so many different communities, Treasury report, and may respond more fully at a later date. A should monitor the recipients’ actions to ensure that they are carried out in a fair and transparent fuller description of Treasury’s response is included in manner. the Management Comments and Audit Response section of this report. Special Inspector General for the Troubled Asset Relief Program OFFICE OF THE SPECIAL INSPECTOR GENERAL FOR THE TROUBLED ASSEF RELIEF PROGRAM 0 - 1 801 L SIRE r, NW WASHINGTON, D.C. 20220 JUL 1 9 2010 MEMORANDUM FOR: The Honorable Timothy F. Geithner, Secretary of the Treasury SUBJECT: Factors Affecting the Decisions of General Motors and Chrysler to Reduce their Dealership Networks (SIGTARP- 10-008) We are providing this audit report for your information and use. It discusses the decisions made by General Motors and Chrysler to reduce the number of auto dealerships in their dealership networks, identifies the role of the Treasury Auto Team in that process, considers the estimated cost savings that would result from decreasing the number of dealerships in each company's network, and lessons learned from this review. The Office of the Special Inspector General for the Troubled Asset Relief Program ("SIGTARP") conducted this audit under the authority of Public Law 110-343, as amended, which also incorporates the duties and responsibilities of inspectors general of the Inspector General Act of 1978, as amended. We considered comments from the Department of the Treasury when preparing the final report. The comments are addressed in the report, where applicable, and a copy of Treasury's response to the audit is included in the Management Comments Appendix D of this report. We appreciate the courtesies extended to the staff. For additional information on this report, please contact Shannon Williams (Shannon.Williams do.treas. ov / 202-927-8732) or Kurt Hyde (Kurt.