-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HduCcvCKcsSTj5KyyIkLhppVnYjJ7uXOzayZOQMONKEqZCs2VmLivVo/Oshs24rh u6KdiTt7WgX7+Mab8NZmGQ== 0000040730-96-000008.txt : 19960629 0000040730-96-000008.hdr.sgml : 19960629 ACCESSION NUMBER: 0000040730-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00143 FILM NUMBER: 96587012 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153-0075 BUSINESS PHONE: 3135565000 11-K 1 l:\secfiles\11-K\1995\gmssp_95\salemp95.doc 20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the fiscal year ended December 31, 1995 ----------------- OR TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the transition period from to --------------------- --------------------- Commission file number 2-14960 ------- GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES ---------------------------------------------- (Full title of the plan) General Motors Corporation 767 Fifth Avenue, New York, New York 10153-0075 3044 West Grand Blvd., Detroit, Michigan 48202-3091 --------------------------------------------------- (Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices) Registrant's telephone number, including area code (313)-556-5000 Notices and communications from the Securities and Exchange Commission relative to this report should be forwarded to: James H. Humphrey Chief Accounting Officer General Motors Corporation 3044 West Grand Blvd. Detroit, Michigan 48202-3091 - 1 - FINANCIAL STATEMENTS AND EXHIBIT - -------------------------------- (a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No. ---------------------------------------------------------- -------- General Motors Savings-Stock Purchase Program for Salaried Employees in the United States: Independent Auditors' Report. . . . . . . . . . . . . . . 3 Statements of Net Assets Available for Benefits, as of December 31, 1995 and 1994. . . . . . . . . . . . . . . 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995 and 1994 5 Notes to Financial Statements . . . . . . . . . . . . . . 6 Supplemental schedules: Line 27a-Schedule of Assets Held for Investment Purposes as of December 31, 1995. . . . . . . . . . . 17 Line 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1995. . . . . . . . . . . . . 19 Supplemental schedules not listed above are omitted because of the absence of the conditions under which they are required. (b) EXHIBIT ------- Exhibit 23 - Independent Auditors' Consent . . . . . . . . . 21 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the President's Council of General Motors Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. General Motors Savings-Stock Purchase Program for Salaried Employees in the United States ----------------------------- (Name of plan) Date June 27, 1996 By: /s/John F. Smith, Jr. ----------------------------- (John F. Smith, Jr., Chairman President's Council) - 2 - INDEPENDENT AUDITORS' REPORT - ---------------------------- General Motors Savings-Stock Purchase Program for Salaried Employees in the United States: We have audited the accompanying statements of net assets available for benefits of the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States (the "Program") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Program's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Program as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of December 31, 1995 and (2) reportable transactions for the year ended December 31, 1995, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Program's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 10, 1996 - 3 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994
1995 1994 -------------- - ------------- (Dollars in Thousands) ASSETS: Investments, at fair value (Note A): Value of interest in General Motors Savings Plans Master Trust (Note C) $5,888,446 $ - Mutual funds 1,343,673 - Common/Collective Trust - Fixed Income Fund 444,945 - General Motors Common Stock Funds: $1-2/3 par value - 3,805,136 Class E, $0.10 par value - 564,691 Class H, $0.10 par value - 205,189 United States Government securities - 213,962 The General Motors Balanced Fund Master Trust (Note C) - 46,348 Equity Index Fund - 775,611 Cash - 95,185 Participant Loans 448,494 450,432 ---------- --------- 8,125,558 6,156,554 Investments, at contract value (Note A) - Investment contracts 2,382,021 2,633,901 ---------- --------- Total Investments 10,507,579 8,790,455 ---------- --------- Due from broker for securities sold 154,738 - Accrued investment income 16,408 4,482 ---------- --------- Total assets 10,678,725 8,794,937 LIABILITIES: Due to brokers for securities purchased - 31,452 ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $10,678,725 $8,763,485 ========== ========= Reference should be made to the Notes to Financial Statements.
- 4 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, l995 AND 1994
1995 1994 -------------- ------------- (Dollars in Thousands) ADDITIONS: Investment income (loss): Net appreciation(depreciation) in fair value of investments $83,587 ($880,407) Dividends 69,324 97,781 Interest 191,809 226,785 Net investment earnings from the General Motors Savings Plans Master Trust (Note C) 1,472,825 - Net investment earnings from the General Motors Balanced Fund Master Trust (Note C) - (160) ---------- --------- Total investment income (loss) 1,817,545 (556,001) Contributions: Employer 81,543 47,136 Participants 378,119 316,382 ---------- --------- Total contributions 459,662 363,518 ---------- --------- Total additions (deductions) 2,277,207 (192,483) DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (361,967) (394,157) ---------- --------- NET INCREASE (DECREASE) 1,915,240 (586,640) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 8,763,485 9,350,125 ---------- --------- End of year $10,678,725 $8,763,485 ========== ========= Reference should be made to the Notes to Financial Statements.
- 5 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 A. THE PROGRAM GENERAL - General Motors Corporation (the "Corporation") established the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States (the "Program"), a defined contribution plan, effective on October 1, 1955. Eligibility is restricted to regular employees of the Corporation compensated fully or partly by salary and/or commission who are not represented by a labor organization (unless they are eligible through understandings reached between the Corporation and their collective bargaining representatives). Employees are eligible to participate in the Program upon the completion of six months of employment. The Finance Committee of the Corporation's Board of Directors acts as the Program fiduciary and, along with various officers, employees and committees, with authority delegated from the Program fiduciary, controls and manages the operation and administration of the Program subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The following brief description of the Program is provided for general information purposes only. Participants should refer to the Program document and prospectus for a complete description of the Program's provisions. CONTRIBUTIONS - An eligible participant employed by the Corporation (an "Employee") may elect to contribute to the Program as follows: o on an after-tax basis (regular savings), up to 15% of Employee's eligible salary as defined in the Program. o on a tax-deferred basis (deferred savings), an amount of eligible salary which is the lesser of (1) $9,240 for 1995 and 1994 or (2) 15% of the Employee's eligible salary for a calendar year. o in lieu of receiving a distribution from The General Motors Profit Sharing Plan for Salaried Employees in the United States (the "Profit Sharing Plan"), an Employee may elect to have the Corporation contribute, as tax-deferred savings, 100% of any such amount, which vests immediately. o in lieu of receiving a flexible compensation payment from the Corporation, an Employee may elect to have the Corporation contribute, as tax-deferred savings to the extent allowable, 100% of the flexible compensation payment. In addition, an Employee also may elect to combine the first two contribution methods disclosed above, provided that the sum of these contributions does not total more than 15% of eligible salary for any calendar year. The sum of all four of the above-described methods of contribution may only exceed 15% of eligible salary by an amount equal to the payout under the Profit Sharing Plan and/or the flexible compensation payment. As defined in the Program document, the Corporation's total matching contribution was limited to 25% of basic savings. Basic savings as defined by the Program is Employee savings up to 6% of an Employee's eligible salary. Effective July 1, 1995, the Corporation increased its total matching contribution to 50% of basic savings. The Corporation's matching contribution is invested entirely in the GM $1-2/3 par value common stock fund and such contributions must remain invested in this fund during the period January through December 31, of the calendar year in which the contributions were made. This period is referred to as the "required retention period". - 6 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES An Employee hired on or after January 1, 1993 will automatically have a Corporation contribution amount equal to 1% of the Employee's eligible salary credited monthly to such Employee's account upon attainment of eligibility. This contribution is provided because such Employee will receive different post-retirement benefit treatment from the Corporation than Employees hired prior to January 1, 1993. Such contribution will be credited to the Employee's account whether or not the Employee elects to participate in the Program. VESTING - Assets derived from Employee contributions and related Corporation matching contributions and earnings thereon vest immediately on allocation to the employee's account except for employees with less than five years of credited service for whom Corporation contributions and related earnings vest on January 1 following the calendar year of the Program. Forfeitures are used to offset future employer contributions. FUND EXCHANGES - Participants may exchange funds between investment options on any business day. This provision does not apply to Employee contributions and Corporation contributions required to be invested in Corporation common stock funds during the required retention period. Employee contributions required to be invested in the Corporation's common stock funds may be exchanged among the Corporation's common stock funds during the required retention period. Corporation contributions may not be exchanged until completion of the required retention period. Participants may also exchange funds in the Profit Sharing fund once each calendar year. No exchanges into the Profit Sharing fund are allowed. PARTICIPANT WITHDRAWALS - A participant may withdraw funds in their account at any time after attaining age 59-1/2. Prior to age 59-1/2, employee tax-deferred contributions may only be withdrawn because of termination of employment, death, total and permanent disability, or financial hardship. Prior to receiving a withdrawal for financial hardship, a participant previously must have taken all available asset distributions, withdrawals, and loans under all applicable plans maintained by the Corporation. The amount that may be withdrawn for a financial hardship is limited as defined in the Program. The funds that represent a financial hardship withdrawal must conform to conditions required by the Internal Revenue Service (the "IRS"). A participant who receives a hardship distribution shall have his or her contributions to the Program suspended for a period of 12 months following the distribution as required by law. INVESTMENT OPTIONS - The Corporation's contributions are invested in General Motors Corporation $1-2/3 par value common stock. One-half of an Employee's Basic Savings is required to be invested, in 10% increments, in any one or more of the Corporation's Common Stock Funds: (1) GM $1-2/3 par value Common Stock Fund; (2) GM Class E Common Stock Fund; or (3) GM Class H Common Stock Fund. The remainder of an Employee's contributions will be invested at the Employee's direction, in 10% increments, in any of the following investment options: o General Motors $1-2/3 par value Common Stock Fund o General Motors Class E Common Stock Fund, $0.10 par value o General Motors Class H Common Stock Fund, $0.10 par value o Balanced Fund o Equity Index Fund o Income Fund o Mutual Funds DESCRIPTION OF INVESTMENT OPTIONS: General Motors Common Stock Funds: $1-2/3 Par Value, Class E, $0.10 Par Value, Class H, $0.10 Par Value - Under these investment options, participant's contributions are invested in the respective General Motors common stock. The return on a participant's investment is determined by the market price of the General Motors common stock, the amount of any dividends paid thereon, and by interest earned on short-term investments held by each fund. - 7 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Each participant directs the Trustee how to vote common stock shares allocated to his or her account. The Trustee will not exercise voting rights with respect to those shares for which a direction has not been received by the required deadline. As of January 1, 1995, assets invested in each of the GM Common Stock Funds ($1-2/3 par value, Class E and Class H) are expressed in terms of units and not shares of stock. Each unit represents a proportionate interest in all of the assets of the respective GM Common Stock Funds. The number of units credited to each participant's account will be determined by the amount of the participant's contributions and the purchase price of a unit in the respective GM Common Stock Fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. Balanced Fund - Under this investment option, initially made available to Program participants on February 1, 1994, contributions are invested in equity and fixed income investments selected from opportunities available in the entire global capital market, including large and small capitalization common stocks, investment and non-investment grade bonds, convertible securities, real estate, emerging market investments, and venture capital, and may be issued by U.S. and non-U.S. issuers. From time to time, investment managers may use derivative financial instruments including forward exchange contracts and futures contracts. Derivative instruments are used primarily to mitigate exposure to foreign exchange rate and interest rate fluctuations as well as manage the investment mix in the portfolio. The Program's interest in funds which utilize such financial instruments is not considered significant to the Program's financial statements. Assets invested in the Balanced Fund are expressed in terms of units. The number of units credited to a participant's account will be determined by the amount of the participant's contributions and the unit purchase price. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. Equity Index Fund - Under this investment option, participant contributions are invested in a portfolio of common stocks managed by an investment manager. The investment manager maintains a portfolio which is designed to match the performance of the Standard & Poor's 500 Index. This Index is a broad-based index of large companies which operate in a wide variety of industries and market sectors and which represent over two-thirds of the market capitalization of all publicly traded common stocks in the United States. Assets invested in the Equity Index Fund are expressed in terms of units. The number of units credited to a participant's account will be determined by the amount of deferred savings and the current value of each unit in the Equity Index Fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. Income Fund - Funds are invested in investment contracts issued by insurance companies. The issuing companies have agreed to provide this fund with a net fixed or floating contract interest rate that is to be earned over a specified period and payment of principal and interest upon participant initiated withdrawals and/or transfers of assets. The Income Fund also invests in a short-term fixed income fund (the "Fixed Income Fund") made up of U.S. Government debt obligations and cash. At December 31, 1995, the fair value of the Fixed Income Fund within the Income Fund is approximately $444,945,000. - 8 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES The annual rates of return, maturity dates, issuing company, and investment contract balances at December 31, 1995 and 1994, respectively, are as follows: Contract Contract Value as Value as Annual Rate Maturity of of of Return Date Issuing Company 12/31/95 12/31/94 - ----------- ---------- ----------------- -------------- -------------- (Dollars in Thousands) Variable N/A Metropolitan Life* $537,954 $508,877 Variable N/A Metropolitan Life* 480,615 456,689 7.35% 12/31/95 Metropolitan Life - 231,808 6.25% 8/15/98 Metropolitan Life 90,904 - 7.41% 12/31/96 New York Life 68,770 102,964 6.85% 12/31/96 New York Life 33,273 50,076 Variable N/A New York Life* 320,005 - 6.86% N/A New York Life* - 305,047 8.75% 1/3/95 New York Life - 34,992 9.11% 12/31/96 Prudential Management 15,041 22,185 9.22% 12/31/96 Prudential Management 117,080 172,505 8.68% 12/31/94 Prudential Management - 166,520 8.90% 12/31/94 Prudential Management - 53,642 8.45% 12/31/96 Provident National 18,037 26,752 Variable N/A John Hancock* 175,397 93,352 Variable N/A John Hancock* 202,506 119,044 Variable N/A Mass Mutual* 316,435 212,014 8.73% 12/31/94 Aetna Life & Casualty - 69,671 8.28% 1/02/98 Aetna Life & Casualty 6,004 6,405 8.84% 12/31/95 Aetna Life & Casualty - 1,358 ---------- --------- Total $2,382,021 $2,633,901 ========== ========= *Individual separate account. The contract value of investment contracts in the Income Fund approximates fair value as of December 31, 1995. The average yield on investment contacts in the Income Fund for the years ended December 31, 1995 and 1994 are 7.5% and 6.4%, respectively. Mutual Funds - This investment option, initially made available to Program participants on January 1, 1995, is comprised of many different mutual funds managed by Fidelity Investments. Each mutual fund has a different objective and investment strategy. To pursue their objectives, the mutual fund managers invest in a wide variety of investments. Complete information about each mutual fund's objectives and investments is contained in that fund's prospectus. OTHER FUNDS: The following funds held assets during 1995, but are no longer investment options of the Program: Diversified United States Government Securities - Prior to January 1, 1995, investments under this option consisted of short-term and medium-term securities, including bonds, notes, or bills issued by the U.S. Government or its agencies. Effective January 1, 1995, the Diversified United States Government Securities option was no longer offered as an investment option. - 9 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Profit Sharing Fund - Prior to January 1, 1994, any profit sharing amounts which the Employee contributed to this investment option were invested in: (a) the Corporation's $1-2/3 par value common stock, (b) an investment contract, or (c) one-half in $1-2/3 par value common stock and one-half in an investment contract, as elected by the Employee. Effective January 1, 1994, this investment option was no longer available and upon expiration of investment contracts, employee contributions and interest earned thereon, were automatically transferred to the Income Fund or to other funds as elected by the participant. PARTICIPANT LOANS - Participants may borrow once per year from both their tax deferred and after-tax savings assets (excluding Corporation contributions, and earnings thereon subject to the required retention period). The amount and terms of the loans are limited under the Program. The loan interest rate will be established once each quarter at a rate equal to the prevailing prime lending rate as of the previous quarter and will apply to all new loans issued. Repayment of loans is generally made through after-tax payroll deductions and are invested in the same discretionary investment options that the Participant selected for their savings contributions. Interest paid on the loans is credited back to the borrowing employee's account in the Program. Partial and total prepayment of loans is permitted at any time, without penalty. Loans not repaid within the loan term are deemed to be distributions from participants' accounts. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the accompanying financial statements are as follows: o The financial statements of the Program are prepared under the accrual method of accounting. o Investments are stated at fair value, except for investment contracts, which are stated at contract value. Fair values are calculated by reference to published market quotations, where available; where not available, various bases, including cost, are used in determining estimates of fair values. Contract value represents contributions made under the investment contracts, plus interest, less withdrawals and administrative expenses charged by the issuer of the contract. o Security transactions are recorded on the trade date. o Investment income is recognized as earned based on the terms of the investments and the periods during which the investments are owned by the Program. o Certain costs of Program administration are paid by the Corporation. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. C. THE MASTER TRUSTS In December 1994, the Corporation established the General Motors Savings Plans Master Trust (the "Master Trust") pursuant to a trust agreement among the Corporation, Saturn Corporation and State Street Bank and Trust, as trustee of the funds, in order to permit the commingling of trust assets of several employee benefit plans for investment and administrative purposes. The assets of the Master Trust are held by State Street Bank and Trust. - 10 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Employee benefit plans participating in the Master Trust include the following: o General Motors Savings-Stock Purchase Program for Salaried Employees in the United States o General Motors Personal Savings Plan for Hourly-Rate Employees in the United States o Saturn Individual Savings Plan for Represented Members o Saturn Personal Choices Savings Plan for Non-Represented Members The Master Trust is composed of five commingled master trust investment options: the GM $1-2/3 Common Stock Fund, the GM Class H Common Stock Fund, the GM Class E Common Stock Fund, the Equity Index Fund, and the Balanced Fund. Each of these investment options is described in Note A. Each participating employee benefit plan has an undivided interest in the net assets and changes therein of each of the five master trust investment options. The net investment income of each of the Master Trust investment funds is allocated by the trustee to each participating plan based on that plan's interest in each Master Trust investment fund, as compared with the total interest in each Master Trust investment fund of all the participating plans. As of December 31, 1995, the Program had approximately a 79% interest in the Master Trust. Total investments of all participating plans in the Master Trust at December 31, 1995 are summarized as follows (dollars in thousands): ASSETS: Investments, at fair value: Common Stock: General Motors $1-2/3 par value $4,696,965 General Motors Class E, $0.10 par value 759,539 General Motors Class H, $0.10 par value 261,927 Other Corporate 11,666 U.S. Government Securities 33 Common/Collective Trusts 1,612,315 Cash 103,410 --------- Total investments 7,445,855 Receivables: Due from broker for investments sold 13,152 Accrued investment income 1,591 --------- Total receivables 14,743 --------- Total assets $7,460,598 ========= Liabilities - Due to broker for securities purchased (186) --------- Net assets available for benefits $7,460,412 ========= The net investment earnings of all participating plans in the Master Trust for the year ended December 31, 1995 is summarized as follows (dollars in thousands): Interest $9,570 Dividends 125,249 Net appreciation in fair value of investments: Common stocks 1,296,102 U.S. Government securities 109 Common/collective trust 405,995 Registered investment company 9,301 --------- Total net appreciation in fair value of investments 1,711,507 --------- Total investment earnings $1,846,326 ========= - 11 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES In 1994, the Corporation established a Master Trust agreement for the assets of the Balanced Fund. The General Motors Balanced Fund Master Trust (the "Balanced Fund Master Trust") permitted the commingling of Balanced Fund assets among participating plans. Effective January 1, 1995, such Balanced Fund Master Trust assets became a part of the Master Trust assets. As of December 31, 1994, the Program had approximately a 79% interest in the Balanced Fund Master Trust. The net asset value of the Balanced Fund Master Trust was calculated on a semi-monthly basis and was allocated to each participating plan based on the Program's interest in the Balanced Fund Master Trust, as compared with the total interest in the Balanced Fund Master Trust of all the participating plans. The assets of the Balanced Fund Master Trust at December 31, 1994 are summarized as follows (dollars in thousands): Equity investments $8,145 Fixed income investments 996 Commingled trust funds: Pooled corporate obligations 13,305 Pooled common stock 15,751 Pooled multi-asset portfolio 19,319 Short-term investments and other assets, net 917 ------ Total $58,433 ====== The Balanced Fund Master Trust's total investment loss for the year ended December 31, 1994 is summarized as follows (dollars in thousands): Interest $111 Dividends 319 Commingled trust funds 347 Net depreciation in fair value of investments (868) ------ Total investment loss ($91) ====== D. FUND INFORMATION Contributions, investment income and distributions to participants by fund are as follows for the years ended December 31, 1995 and 1994. Mutual fund investment options which individually comprise less than 5% of the Program's total net assets available for benefits have been combined. 1995 1994 ------------ ----------- (Dollars in Thousands) Participant Contributions: GM Savings Plans Master Trust $234,590 $ - Income Fund 74,572 74,835 Mutual Funds 68,957 - GM $1-2/3 par value Common Stock Fund - 126,516 GM Class H Common Stock Fund - 13,237 GM Class E Common Stock Fund - 32,621 Balanced Fund - 4,484 Equity Index Fund - 52,462 Diversified U.S. Government Securities - 12,227 ------- ------- Total $378,119 $316,382 ======= ======= Employer Contributions: GM Savings Plans Master Trust $81,543 $ - GM $1-2/3 par value Common Stock Fund - 47,136 ------- ------- Total $81,543 $47,136 ======= ======= - 12 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES 1995 1994 ------------ ----------- (Dollars in Thousands) Investment income (loss): Interest and dividends GM Savings Plans Master Trust $125,412 $ - Income Fund 187,165 176,320 Mutual Funds 73,968 - GM $1-2/3 par value Common Stock Fund - 64,484 GM Class E Common Stock Fund - 8,536 GM Class H Common Stock Fund - 4,652 Balanced Fund - 36 Equity Index Fund - 22,097 U.S. Government Securities Funds - 21,650 Participant Loans - 26,791 --------- ------- Total 386,545 324,566 --------- ------- Net appreciation (depreciation) in fair value of investments GM Savings Plans Master Trust 1,347,413 - Mutual Funds 83,587 - GM $1-2/3 par value Common Stock Fund - (992,111) GM Class E Common Stock Fund - 165,960 GM Class H Common Stock Fund - (21,917) Balanced Fund - (160) Equity Index Fund - (11,952) U.S. Government Securities Funds - (20,387) --------- ------- Total 1,431,000 (880,567) --------- ------- Total investment income (loss) $1,817,545 ($556,001) ========= ======= Distributions to Participants: GM Savings Plans Master Trust ($187,184) $ - Income Fund (144,126) (156,504) Mutual Funds (23,235) - GM $1-2/3 par value Common Stock Fund - (152,163) GM Class H Common Stock Fund - (7,402) GM Class E Common Stock Fund - (20,956) Balanced Fund - (1,301) Equity Index Fund - (32,801) Diversified U.S. Government Savings Bond - (15,492) Participant Loans (7,422) (7,538) ------- ------- Total ($361,967) ($394,157) ======= ======= E. TERMINATION OF THE PLAN Although it has not expressed any intent to do so, the Corporation has the right to terminate the Program subject to the provisions of ERISA. Such termination of the Program, if any, would not affect a participant's interest in assets already in the Program. F. FEDERAL INCOME TAXES In August 1989, the Program was determined by the IRS to be a tax-qualified employee benefit plan, meeting the requirements of Sections 401(a), 401(k), and 4975(e)(7)of the Internal Revenue Code of 1986, as amended (the "Code"), and the Trust established thereunder was determined to be exempt from United States Federal income taxes under Section 501(a) of the Code. The Program has been amended since the effective date included in the determination by the IRS. In March 1995, the amended Program was submitted for another IRS determination, which is currently pending. The Program's fiduciary and tax counsel believe that the Program is designed and currently being operated in compliance with the applicable requirements of the Code, and therefore no provision for income taxes has been included in the Program's financial statements. - 13 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES G. PARTICIPANT UNIT DATA FOR THE YEAR ENDED DECEMBER 31, 1995
GENERAL MOTORS SAVINGS PLAN MASTER TRUST -------------------------------------------------------------------- GM GM GM $1-2/3 Par Class E Class H Common Stock Common Stock Common Stock Balanced Equity Index Fund Fund Fund Fund Fund ----------- ----------- ---------- --------- ------------ (Units in Thousands) Quarter ended March 31 Plan number of units outstanding 37,101 5,605 1,948 4,154 72,961 Net asset value per unit $104.11 $100.63 $116.92 $10.56 $10.97 Quarter ended June 30 Plan number of units outstanding 33,941 5,393 1,990 3,963 71,814 Net asset value per unit $110.81 $112.57 $112.66 $11.22 $12.02 Quarter ended September 30 Plan number of units outstanding 31,908 5,493 2,062 4,137 72,922 Net asset value per unit $111.62 $118.11 $117.20 $11.85 $12.98 Quarter ended December 31 Plan number of units outstanding 29,953 5,601 1,858 4,368 75,259 Net asset value per unit $126.37 $134.71 $139.41 $12.41 $13.76 See Notes to Financial Statements.
- 14 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES G. PARTICIPANT UNIT DATA - Concluded FOR THE YEAR ENDED DECEMBER 31, 1994 GM Balanced Fund Master Trust Equity Index Fund Fund ------------- ----------- (Units in Thousands) Quarter ended March 31 Plan number of units outstanding 625 821 Net asset value per unit $98.08 $985.21 Quarter ended June 30 Plan number of units outstanding 668 807 Net asset value per unit $98.11 $989.47 Quarter ended September 30 Plan number of units outstanding 665 802 Net asset value per unit $100.63 $1,038.01 Quarter ended December 31 Plan number of units outstanding 495 749 Net asset value per unit $99.51 $1,037.10 Effective January 1,1995 the Plan changed the bases used to determine the number of units outstanding for the Balanced Fund and Equity Index Fund. * * * * * * - 15 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES H. SUBSEQUENT EVENTS The following modifications were made to the Program subsequent to December 31, 1995: o The Corporation announced in 1995 its intention to split-off its Electronic Data Systems ("EDS") wholly-owned subsidiary, subject to which all GM Class E Common Stock would be exchanged for EDS Common Stock. Effective June 7, 1996, the split-off was consummated and as a result, the GM Class E Common Stock Fund was changed to the EDS Common Stock Fund. The EDS Common Stock Fund will be eliminated in five years, during which time no new contributions, loan repayments or exchanges into the EDS Common Stock Fund will be permitted. Dividends, if any, paid on EDS Common Stock held by the Program will be invested in the Income Fund investment option prior to allocation to participant accounts. o Effective April 1, 1996, the Program was amended as follows: - retired and terminated participants may withdraw participant loans; - retired and terminated participants may request partial withdrawals of their vested account balances at any time; - terminated participants may request that benefit withdrawals be received in installment payments; and - terminated participants may defer indefinitely the withdrawal of their vested Program account balance, subject to Federal minimum distribution requirements. o The stock-based portion of the Program was converted into an employee stock ownership plan ("ESOP"). As a result, the Program adopted a flexible dividend payment option whereby participants may elect to receive directly, without early withdrawal penalty, cash dividend payments from GM $1-2/3 par value Common and GM Class H Common shares held in their Program accounts, rather than investing such dividends into the Program. - 16 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995
Current Description of Investments Cost Value -------------------------- -------------- -------------- (Dollars in Thousands) Value of Interest in General Motors Savings Plan Master Trust* $4,647,605 $5,888,446 Fixed Income Fund 444,945 444,945 Loan Fund* - 448,494 Fidelity Mutual Funds*: Mutual Fund ---------------------------- Fidelity 13,028 13,611 Puritan 43,839 46,251 Trend 2,938 2,654 Magellan 150,902 153,101 Contra Fund 86,845 89,363 Equity Income 24,202 25,906 Growth Company 35,550 36,708 Investment Grade 14,190 14,652 Growth & Income 45,774 49,772 Value 66,996 72,430 Government Securities 217,492 238,378 Retirement Growth 32,437 33,464 OTC Portfolio 24,590 25,270 Overseas 20,122 21,243 Europe 5,367 5,569 Pacific Basin 12,951 13,215 Real Estate 5,659 6,059 Balanced Fund 8,745 9,097 International Growth & Income 4,658 4,871 Capital Appreciation 6,138 6,096 Convertible Securities 6,059 6,103 Canada 1,904 2,111 Utilities 38,344 40,921 Blue Chip 167,533 174,390 Asset Manager 13,204 14,420 Disciplined Equity 12,369 12,167 Worldwide 34,894 35,589 Equity Income II 108,858 117,609 Stock Selector 15,506 15,494 Asset Manager - Growth 8,244 9,236 Diversified International 5,616 5,905 Asset Manager - Income 3,250 3,391 Dividend Growth 13,562 13,970 Fidelity Global Balanced 764 825 Fidelity Small Cap Stock 15,607 15,048 Global Bond 3,727 3,787 Fidelity Fifty 4,950 4,997 ---------------------------- --------- --------- Total Mutual Funds 1,279,814 1,343,673 -------------------------------------------------------------------------------
- 17 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Continued
Current Description of Investment Cost Value - --------------------------------------------------------------- -------------- ------------- (Dollars in Thousands) Investment Contracts: Maturity Issuing Company Date Contract Rate ------------------ ---------- ----------- ------- Aetna 1/2/98 GACLT13100 8.28% 6,004 6,004 Metropolitan Life N/A GA13415 Variable 537,954 537,954 Metropolitan Life N/A GA13414 Variable 480,615 480,615 Metropolitan Life 8/15/98 GA13635 6.25% 90,904 90,904 New York Life 12/31/96 GA06362 6.85% 33,273 33,273 New York Life 12/31/96 GA06362002 8.45% 68,770 68,770 New York Life N/A GA06691 Variable 320,005 320,005 Prudential Management 12/31/96 GIC6171213 9.11% 15,041 15,041 Prudential Management 12/31/96 GA6171214 9.22% 117,080 117,080 Provident National 12/31/96 GA02704959 8.45% 18,037 18,037 John Hancock N/A GAC7272SA77 Variable 175,397 175,397 John Hancock N/A GA7271SA76 Variable 202,506 202,506 Mass Mutual N/A GIC10753 Variable 316,435 316,435 ---------- ---------- Total Investment Contracts 2,382,021 2,382,021 ---------- ---------- Total Investments $8,754,385 $10,507,579 ========== ========== *Party-in-Interest
- 18 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Dollars in Thousands)
Purchases Sales -------------- --------------------------------------- Identity of Purchase Sales Original Net Gain Party/Broker Description of Asset Price Price Cost (Loss) - ------------ -------------------- -------------- -------- ------------ ------------ SERIES REPORTABLE TRANSACTIONS ------------------------------ State Street Bank Fixed Income Fund $1,355,987 $891,042 $891,042 - and Trust (144 purchases, 132 sales) John Hancock Investment Contract No. GAC7272SA77 175,396 - - - (13 purchases, 0 sales) John Hancock Investment Contract No. GA7271SA76 202,506 - - - (13 purchases, 0 sales) Mass Mutual Investment Contract No. GIC10753 316,435 - - - Life Insurance (14 purchases, 0 sales) Metropolitan Life Investment Contract No. GA12834 245,049 245,049 245,049 - Insurance Co. (12 purchases, 9 sales) Metropolitan Life Investment Contract No. GA13415 537,954 - - - Insurance Co. (12 purchases, 0 sales) Prudential Asset Investment Contract No. 6171-212 166,596 166,596 166,596 - Management (2 purchases, 0 sales) Fidelity Investments Magellan Fund 234,028 86,733 83,796 2,970 (219 purchases, 213 sales) Fidelity Investments Blue Chip Fund 215,867 50,744 48,252 2,492 (219 purchases, 213 sales)
- 19 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Dollars in Thousands)
Purchases Sales -------------- --------------------------------------- Identity of Purchase Sales Original Net Gain Party/Broker Description of Asset Price Price Cost (Loss) - ------------ -------------------- -------------- -------- ------------ ------------ SINGLE REPORTABLE TRANSACTIONS ------------------------------ State Street Bank Fixed Income Fund $326,341 $326,341 $326,341 - and Trust Mass Mutual Investment Contract No. GIC10753 212,014 - - - Life Insurance (transfer) Metropolitan Life Investment Contract No. GA12834 231,807 231,807 231,807 - Insurance Co. (transfer) Metropolitan Life Investment Contract No. GA13415 508,876 508,876 508,876 - Insurance Co. (transfer) Metropolitan Life Investment Contract No. GA13415 456,689 - - - Insurance Co. (transfer) Prudential Asset Investment Contract No. 6171-212 166,519 166,519 166,519 - Management (transfer) Prudential Asset Investment Contract 166,595 - - - Management
- 20 - EX-23 2 L:\secfiles\11-K\1995\gmssp_95\GMSSP23.DOC1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-64197 of General Motors Corporation on Form S-8 of our report dated June 10, 1996 appearing in this Annual Report on Form 11-K of the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States for the year ended December 31, 1995. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 25, 1996 - 21 - -----END PRIVACY-ENHANCED MESSAGE-----