l:\secfiles\11_k\eds-93\defcomp1.doc3
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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, 1993
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission file number 2-94698
-------
EDS DEFERRED COMPENSATION PLAN
------------------------------
(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:
David J. FitzPatrick
Chief Accounting Officer
General Motors Corporation
3044 West Grand Blvd.
Detroit, Michigan 48202-3091
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<PAGE>2
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Page No.
------------------------------------------------------ --------
EDS Deferred Compensation Plan:
Independent Auditors' Report. . . . . . . . . . . . . . . 3
Basic Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1993 and 1992 . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31,
1993 and 1992. . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements, December 31,
1993 and 1992 . . . . . . . . . . . . . . . . . . . . . 5
Supplemental schedules:
Schedule 1-Schedule of Assets Held for Investment
Purposes, December 31, 1993 . . . . . . . . . . . . . 15
Schedule 2-Schedule of Reportable Transactions for
the Year Ended December 31, 1993. . . . . . . . . . . 17
Supplemental schedules not listed above are omitted as the required
information is not applicable or the information is presented in the
financial statements or related notes.
(b) EXHIBIT
-------
Exhibit 23 Consent of Independent Auditors . . . . . . . . 19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Trustees of the EDS Deferred Compensation Plan have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
EDS DEFERRED COMPENSATION PLAN
------------------------------
(Name of plan)
Electronic Data Systems Corporation
Plan Administrator
Date June 28, 1994 By
-------------
s/Lester M. Alberthal, Jr.
--------------------------
(Lester M. Alberthal, Jr.,
Chairman of the Board,
President, and Chief Executive
Officer)
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<PAGE>3
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Trustees
EDS Deferred Compensation Plan:
We have audited the accompanying statements of net assets available for
benefits of the EDS Deferred Compensation Plan as of December 31, 1993 and
1992, 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 Plan'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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the EDS
Deferred Compensation Plan as of December 31, 1993 and 1992 and the changes in
net assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions 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. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
s/KPMG PEAT MARWICK
KPMG PEAT MARWICK
Dallas, Texas
June 3, 1994
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EDS DEFERRED COMPENSATION PLAN
Statements of Net Assets Available for Benefits
December 31, 1993 and 1992
Assets: 1993
1992
------------ ------------
Investments (note 4):
Income Fund, at contract value
(cost, 1993 - $177,289,335
1992 - $158,747,182) $177,289,335 $158,747,182
Executive Life Fund, at contract value
(cost, 1993 - $9,639,617
1992 - $9,639,617) 9,639,617 9,639,617
GM Class E Stock Fund, at fair value
(cost, 1993 - $130,265,817
1992 - $110,035,357) 176,393,616 187,956,256
Vanguard/Wellington Fund, at fair value
(cost, 1993 - $153,938,933
1992 - $116,561,088) 167,243,193 123,282,362
Vanguard U.S. Growth Portfolio,
at fair value
(cost, 1993 - $22,596,911
1992 - $18,176,996) 23,198,133 19,381,196
Vanguard International Growth
Portfolio, at fair value
(cost, 1993 - $28,370,837
1992 - $7,740,244) 33,467,590 7,221,083
Vanguard Quantitative Portfolios, at fair value
(cost, 1993 - $28,045,976
1992 - $12,877,650) 27,567,863 13,153,617
Vanguard Money Market Reserves-Prime Portfolio,
at fair value
(cost, 1993 - $12,369,286
1992 - $11,001,801) 12,369,286 11,001,801
MCorp Stock Fund, at fair value
(cost, 1993 - $744,762
1992 - $773,248) 4,067 4,333
Loan Fund, at unpaid principal balance 35,363,491 29,354,927
------------ ------------
Net assets available for benefits $662,536,191 $559,742,374
============ ============
See accompanying Notes to Financial Statements.
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<PAGE>5
EDS DEFERRED COMPENSATION PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1993 and 1992
1993 1992
------------ ------------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (note 4) ($7,508,921) $13,142,403
Interest 14,157,339 13,669,173
Dividends 15,768,149 9,762,953
------------ ------------
Total 22,416,567 36,574,529
Contributions - employees 107,966,238 100,481,954
Net assets transferred from
other plans (note 1) 895,561 1,401,774
------------ -----------
Total additions 131,278,366 138,458,257
Deductions from net assets attributed
to withdrawals (28,484,549) (16,759,156)
------------ ------------
Net increase 102,793,817 121,699,101
Net assets available for benefits at:
Beginning of year 559,742,374 438,043,273
------------ ------------
End of year $662,536,191 $559,742,374
============ ============
See accompanying Notes to Financial Statements.
Notes to Financial Statements
December 31, 1993 and 1992
1. Description of Plan
-------------------
The EDS Deferred Compensation Plan (Plan or Trust) (the Plan) became
effective July 1, 1983, with employees admitted to the Plan October 1, 1983.
As used herein, the terms "EDS", "the Company", and "Employer" refer to
Electronic Data Systems Corporation and its adopting subsidiaries which
participate in the Plan. As a result of the acquisition of EDS by General
Motors Corporation (GM) on October 18, 1984, the Plan was amended primarily to
allow the Plan to invest in GM Class E common stock, $0.10 par value. The
following description of the Plan reflects all Plan amendments and is provided
for general purposes only. Participants should refer to the Plan document, as
amended, for more complete information.
General - The Plan is a defined contribution plan covering eligible
employees of the Company. An employee becomes eligible to participate in the
Plan upon the completion of at least one hour of service with the Employer.
On June 29, 1989, the EDS Payroll Stock Ownership Plan (PAYSOP) was
terminated by unanimous consent of the Plan Committee which was appointed by
the EDS Board of Directors. Effective October 27, 1992, undistributed net
assets of $8,324 at fair value were transferred from the PAYSOP to the EDS
Deferred Compensation Plan in conjunction with the termination of the PAYSOP.
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<PAGE>6
EDS DEFERRED COMPENSATION PLAN
Commencing with the May 1, 1991 partial acquisition of System One Holdings,
Inc. by EDS, employees of System One Holdings, Inc. who became EDS employees
became eligible to participate in the Plan on May 1, 1991. Effective October
1, 1991, net assets of the System One Holdings, Inc. 401(k) Plan (System One
Plan) of $16,754,312 were transferred to the EDS Deferred Compensation Plan in
conjunction with the partial merger of the System One Plan into the EDS
Deferred Compensation Plan. Effective January 23, 1992, additional net assets
of $13,507 from the System One Plan were transferred to the EDS Deferred
Compensation Plan. On October 17, 1991, the M&SD Employees' Stock Ownership
Plan, which was adopted by EDS upon the acquisition of M&SD by EDS, was
terminated by a unanimous consent of the Plan Committee of the Board of
Directors of EDS. Effective December 16, 1992, undistributed net assets of
$94,218 were transferred from the M&SD Employees' Stock Ownership Plan to the
EDS Deferred Compensation Plan. Commencing with the January 15, 1992
acquisition of Energy Management Associates, Inc. (EMA) by EDS, employees of
EMA became eligible to participate in the Plan on January 16, 1992. Effective
June 30, 1992, net assets of $1,285,725 were transferred from the EMA 401(k)
Plan (EMA Plan) to the EDS Deferred Compensation Plan in conjunction with the
merger of the EMA Plan into the EDS Deferred Compensation Plan. Commencing
with the August 1991 acquisition of SD-Scicon by EDS, domestic employees of SD-
Scicon became eligible to participate in the Plan on July 1, 1992. Effective
April 7, 1993, net assets of $895,561 were transferred from the SD-Scicon
Profit Sharing Plan (SD-Scicon Plan) to the EDS Deferred Compensation Plan in
conjunction with the merger of the SD-Scicon Plan into the Plan. For
financial statement purposes, the historical cost and fair market values of
the assets transferred from the plans were carried over to the Plan.
Effective March 28, 1991, The Vanguard Fiduciary Trust Company (Vanguard)
became asset custodian and record-keeper for the EDS Deferred Compensation
Plan. Effective May 1, 1991, Vanguard became trustee of the Plan. The Plan's
investment activities are managed by the Vanguard Group of Investment
Companies. The Plan's Investment Committee has approval and oversight
responsibilities for the investment process.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended. The Plan was created to provide
additional incentive and retirement security for eligible employees. The Plan
allows for nine investment funds, seven of which are available for participant
investment: the Income Fund, which is a fixed income fund; the GM Class E
Stock Fund, which consists of GM Class E common stock and a small amount of
cash invested in a money market account; the Vanguard Money Market Reserves-
Prime Portfolio (Vanguard Money Market), a short-term investment fixed income
fund; the Vanguard/Wellington Fund (Vanguard/Wellington), a stock and bond
mutual fund; the Vanguard Quantitative Portfolios (Vanguard Quantitative), a
growth and income stock mutual fund; the Vanguard U.S. Growth Portfolio
(Vanguard U.S.), a growth stock mutual fund; and the Vanguard International
Growth Portfolio (Vanguard International), a growth stock mutual fund
investing in foreign companies. In addition, the Plan holds other investments
which were transferred to the EDS Deferred Compensation Plan from the MTech
Plans on December 31, 1988. During 1991, the guaranteed annuity contract with
Executive Life was segregated into its own investment fund, hereafter referred
to as the Executive Life Fund (see Note 4).
All of the administrative expenses of the Plan are paid by the Company with
the following two exceptions: (1) loan application fees and (2) maintenance
fees for non-EDS-employed participants. All investment expenses are paid from
the investment funds.
In order to preserve any benefits under any plans which are merged into the
EDS Deferred Compensation Plan, the Plan was amended, effective December 30,
1988, to specifically prohibit the reduction or elimination of any benefit
protected under IRC Section 411(d)(6).
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<PAGE>7
EDS DEFERRED COMPENSATION PLAN
Contributions - Each year, contributions to the Plan are made on a pre-tax
basis. Participants may elect to defer between one percent and 20 percent of
their total compensation subject to a maximum annual contribution of $8,994
and maximum eligible compensation of $235,840 per participant beginning
January 1, 1993, and limitations imposed to ensure a fair mix of participation
among employees (elective contributions). The total annual additions to a
participant's individual account may not exceed the lesser of $30,000 or 25
percent of the participant's total compensation as defined in the Plan.
Annual additions for purposes of this test are defined as contributions less
any rollover contributions made during the year. An individual participant's
annual additions are further limited by amounts credited to the participant
under other Company employee benefit plans.
Effective January 1, 1991, a participant may elect, up to four times
annually, to change his/her designated percentage of pay withheld.
The individual accounts of certain participants may include portions of a
one-time Employer contribution made as set forth in the text of Amendment
Number One to the Plan. Such Employer contribution in 1987 was intended to
compensate for losses incurred due to sharp stock market price changes during
the normal delay in processing investment election transfers after the
September 30, 1987 Valuation Date. Since 1987 there have been no similar
contributions.
Withdrawals - A participant may request a withdrawal of all or a portion of
the amount of accumulated voluntary contributions in cases of hardship. Once
a participant has exhausted all other available financial resources, including
Plan loans, and upon the approval of the Plan Administrator, a participant may
then withdraw an amount equal to but not in excess of the expense of the
hardship (the "Hardship Withdrawal"). In order to obtain such approval from
the Plan Administrator, a participant must demonstrate immediate and heavy
financial need. Participants age 59 1/2 or above may request an in-service
withdrawal without being subject to an additional 10% tax penalty. The amount
of a participant's withdrawals may not be repaid to the Plan.
Participant's Individual Account - The Participant's Individual Account is
credited with the participant's contributions and the amounts of participant
earnings dictated by the number of units held in each Vanguard investment
fund. The benefit to which a participant is entitled is limited to the amount
of the participant's individual account.
The participant determines both the amount deferred and the percentage of
the investment contributed to one or more of the investment funds. The
percentages may be in any whole percentage increment.
Vesting - Participants are always 100% vested in their individual accounts
and in the earnings received thereon. The one-time employer contribution in
1987 was immediately vested.
Payment of Benefits - On termination of service, a participant may elect to
receive either a cash distribution for all or part of the value of his/her
account, GM Class E common stock (for any amount so invested), MCorp common
stock (for any amount so invested), or a non-transferable annuity contract
purchased on his/her behalf from an insurance company. Lump sum cash
distributions are no longer available for MCorp stock. A participant may
elect to receive periodic payments in monthly, quarterly, or semiannual
installments or elect to have all or part of his/her account rolled over to
another qualified plan or to an individual retirement account.
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<PAGE>8
EDS DEFERRED COMPENSATION PLAN
Loans - Upon written application of a participant, the Plan Administrator
may, at his/her sole discretion, direct the Trustees to make a loan to the
participant. The amount of any such loan is limited to fifty percent (50%) of
the amount of accumulated elective contributions to which the participant
would be entitled if employment was terminated as of the date the loan is
made. No loan may be granted for less than $500. The maximum amount of loans
available to a participant may not exceed $50,000 reduced by the highest
outstanding loan balances from the Plan during the preceding year minus the
outstanding loan balances on the date a loan is made. Plan loans and interest
must be repaid within five years or upon separation from employment, whichever
is earlier. If the outstanding loan is not repaid in full prior to the end of
the calendar year during which the participant separates, the amount
outstanding will be reported to the Internal Revenue Service as income for
that calendar year. Effective July 1, 1991, the Plan was amended to allow no
more than four outstanding loans at any one time. No more than two Plan loans
may be granted in any plan year. At December 31, 1993, the interest rate on
new loans was six percent (6.00%).
2. Summary of Significant Accounting Policies
------------------------------------------
Investments - Quoted market prices are used to value investments other than
those of the Income Fund, the Executive Life Fund, and the Loan Fund.
Investments in the Income Fund and the Executive Life Fund are valued at
contract value which represents contributions made plus interest at the
contract rate. (See note 4 regarding the investment in the Executive Life
Fund.) Participant loans are presented in the accompanying financial
statements at unpaid principal balance which approximates fair value.
Investment Income - Income from investments is recorded as it is earned.
3. Plan Termination
----------------
While it has not expressed any intention to do so, the Company has the
right to terminate the Plan at any time by majority vote of its Board of
Directors subject to the provisions of ERISA.
4. Investments
-----------
The Trustees of the Plan hold the investments of the Plan in trust on
behalf of the participants. Consistent with the fiduciary standards of ERISA,
safeguards are adhered to in protecting the interests of Plan participants and
their beneficiaries.
The table on the next page presents the fair value/contract value of the
Plan's investments at December 31, 1993 and 1992. Investments that represent
five percent (5.00%) or more of the Plan's net assets are separately
identified.
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<PAGE>9
<TABLE>
EDS DEFERRED COMPENSATION PLAN
<CAPTION>
1993 1992
------------------------ -------------------------
Number Fair value/ Number Fair value/
of shares contract of shares contract
or units value or units value
----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Income Fund -- $177,289,335 -- $158,747,182
------------ ------------
Executive Life Fund -- 9,639,617 -- 9,639,617
------------ ------------
GM Class E Stock Fund (cost of
$130,265,817 in 1993 and
$110,035,357 in 1992) 6,040,278 176,393,616 5,638,309 187,956,256
------------ ------------
Vanguard/Wellington (cost of
$153,938,933 in 1993 and
$116,561,088 in 1992) 8,198,356 167,243,193 6,434,345 123,282,362
------------ ------------
Vanguard U.S. (cost of
$22,596,911 in 1993 and
$18,176,996 in 1992) 1,554,011 23,198,133 1,261,810 19,381,196
------------ ------------
Vanguard International (cost of
$28,370,837 in 1993 and
$7,740,244 in 1992) 2,477,361 33,467,590 767,403 7,221,083
------------ ------------
Vanguard Quantitative (cost of
$28,045,976 in 1993 and
$12,877,650 in 1992) 1,676,174 27,567,863 806,991 13,153,617
------------ ------------
Vanguard Money Market -- 12,369,286 -- 11,001,801
------------ ------------
MCorp Stock Fund (cost
of $744,762 in 1993 and
$773,428 in 1992) 8,134 4,067 26,684 4,333
------------ ------------
Loan Fund (11,679 loans in 1993,
loans outstanding from $6
to $48,202 with interest rates
from 6.0% to 11.5% in 1993) -- 35,363,491 -- 29,354,927
------------ ------------
$662,536,191 $559,742,374
============ ============
</TABLE>
On April 1, 1991, the Plan received $1.8 million for interest accrued
from inception to March 31, 1991 on the group annuity contract with Executive
Life Insurance Company (Executive Life). On April 11, 1991, the California
State Board of Insurance placed Executive Life into conservatorship due to
Executive Life's financial condition. Accordingly, the balances in the
Executive Life Fund as of December 31, 1993 and 1992, do not include accrued
interest since the month Executive Life was placed into conservatorship. The
California Superior Court approved the purchase of Executive Life by a French
investment group headed by Altus Finance and Mutuelle Assurance des Artisanale
de France. The new company is called Aurora National Life Assurance Company.
The recoverability of this investment will depend on the outcome of pending
litigation, the priority in which claims and benefits are paid, and any
recovery available through the various State Guaranty Funds. While a loss
from this investment is possible, the amount of such loss cannot be reasonably
estimated and, accordingly, no provision for loss has been recorded as of
December 31, 1993 or 1992.
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<PAGE>10
EDS DEFERRED COMPENSATION PLAN
To hedge against adverse foreign currency movements, the Vanguard
International Growth Portfolio may enter into contracts for the purchase or
sale of a specific foreign currency at a fixed price at a future date. The
forward foreign currency rate of the underlying currency and any gains and
losses are recorded for financial statement purposes as unrealized until the
contract settlement date, at which point they are realized. To hedge against
anticipated future changes in interest or security prices, the Vanguard
Quantitative Portfolios may utilize futures contracts to a limited extent.
The Fund receives from or pays to brokers amounts equal to the daily
fluctuations in the values of the contracts. These receipts and payments are
recorded as unrealized gains and losses until the contract settlement dates,
at which point they are realized. The underlying risk to participants is
proportional to each participant's number of shares relative to the total
number of shares issued by each mutual fund.
5. Party-in-Interest Transactions
------------------------------
As stated previously, the GM Class E Stock Fund consists of GM Class E
common stock and a small amount of cash invested in a money market account.
6. Income Tax Status
-----------------
The Internal Revenue Service has determined and informed the Company by a
letter dated February 13, 1986, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (Code).
The Plan has been amended since receiving the determination letter. However,
the Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
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<PAGE>11
<TABLE>
EDS DEFERRED COMPENSATION PLAN
7. Allocation of Changes in Plan Assets and Liabilities to Investment Programs
---------------------------------------------------------------------------
The following table presents the allocation of changes in net assets available for benefits to investment programs for the
year ended December 31, 1993:
<CAPTION>
Vanguard
GM Vanguard International
Executive Class E Vanguard/ U.S. Growth Growth
Income Life Stock Wellington Portfolio Portfolio
Fund Fund Fund Fund Fund Fund
----------- ---------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation)
in fair value
of investments $-- $-- ($20,748,541) $8,419,087 ($535,019) $5,886,876
Interest 11,595,989 -- -- -- -- --
Dividends -- -- 2,368,266 9,814,535 317,951 264,343
------------ ----------- ------------ ------------ ----------- -----------
Total 11,595,989 -- (18,380,275) 18,233,622 (217,068) 6,151,219
Employee contributions 28,608,217 -- 26,953,408 27,702,591 8,814,419 4,922,130
Net assets transferred
from other plans 75,021 -- 21,409 16,593 90,346 6,832
------------ ----------- ------------ ------------ ----------- -----------
Total additions 40,279,227 -- 8,594,542 45,952,806 8,687,697 11,080,181
Deductions from net
assets attributed to
withdrawals (9,367,028) -- (6,863,263) (6,242,695) (1,168,107) (651,191)
Interfund transfers (12,370,046) -- (13,293,919) 4,250,720 (3,702,653) 15,817,517
------------ ----------- ------------ ------------ ----------- -----------
Net increase
(decrease) 18,542,153 -- (11,562,640) 43,960,831 3,816,937 26,246,507
Net assets available for
benefits at:
Beginning of year 158,747,182 9,639,617 187,956,256 123,282,362 19,381,196 7,221,083
------------ ----------- ------------ ------------ ----------- -----------
End of year $177,289,335 $9,639,617 $176,393,616 $167,243,193 $23,198,133 $33,467,590
============ ========== ============ ============ =========== ===========
</TABLE>
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<PAGE>12
<TABLE>
EDS DEFERRED COMPENSATION PLAN
<CAPTION>
Vanguard
Money Market
Vanguard Reserves-
Quantitative Prime MCorp
Portfolios Portfolio Stock Loan
Fund Fund Fund Fund Total
----------- ------------ ------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to investment
income:
Net appreciation
(depreciation)
in fair value
of investments ($531,333) $-- $9 $-- ($7,508,921)
Interest -- 334,505 -- 2,226,845 14,157,339
Dividends 3,003,054 -- -- -- 15,768,149
----------- ----------- ------ ----------- ------------
Total 2,471,721 334,505 9 2,226,845 22,416,567
Employee contributions 7,047,621 3,917,852 -- -- 107,966,238
Net assets transferred
from other plans 94,883 549,180 -- 41,297 895,561
----------- ----------- ------ ----------- ------------
Total additions 9,614,225 4,801,537 9 2,268,142 131,278,366
Deductions from net
assets attributed to
withdrawals (1,091,507) (1,653,944) (275) (1,446,539) (28,484,549)
Interfund transfers 5,891,528 (1,780,108) -- 5,186,961 --
----------- ----------- ------ ----------- ------------
Net increase
(decrease) 14,414,246 1,367,485 (266) 6,008,564 102,793,817
Net assets available for
benefits at:
Beginning of year 13,153,617 11,001,801 4,333 29,354,927 559,742,374
----------- ----------- ------ ----------- ------------
End of year $27,567,863 $12,369,286 $4,067 $35,363,491 $662,536,191
=========== =========== ====== =========== ============
</TABLE>
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<PAGE>13
<TABLE>
EDS DEFERRED COMPENSATION PLAN
7. Allocation of Changes in Plan Assets and Liabilities to Investment Programs (continued)
---------------------------------------------------------------------------------------
The following table presents the allocation of changes in net assets available for benefits to investment programs for the
year ended December 31, 1992:
<CAPTION>
Vanguard
GM Vanguard International
Executive Class E Vanguard/ U.S. Growth Growth
Income Life Stock Wellington Portfolio Portfolio
Fund Fund Fund Fund Fund Fund
----------- ---------- ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation)
in fair value
of investments $-- $-- $11,155,919 $2,098,625 $387,256 ($516,922)
Interest 11,383,942 -- 63 37 34 21
Dividends -- -- 1,998,339 6,460,553 316,930 155,575
------------ ---------- ------------ ------------ ----------- ----------
Total 11,383,942 -- 13,154,321 8,559,215 704,220 (361,326)
Employee contributions 31,172,726 -- 27,044,482 23,505,597 6,962,926 2,864,469
Net assets transferred
from other plans 566,646 -- 91,212 6,754 -- 6,754
------------ ---------- ------------ ------------ ----------- ----------
Total additions 43,123,314 -- 40,290,015 32,071,566 7,667,146 2,509,897
Deductions from net
assets attributed
to withdrawals (6,358,273) -- (4,876,296) (3,117,742) (534,246) (183,060)
Interfund transfers (15,671,971) -- 7,465,967 (5,604,602) 3,863,562 1,012,689
------------ ---------- ------------ ------------ ----------- ----------
Net increase
(decrease) 21,093,070 -- 42,879,686 23,349,222 10,996,462 3,339,526
Net assets available for
benefits at:
Beginning of year 137,654,112 9,639,617 145,076,570 99,933,140 8,384,734 3,881,557
------------ ---------- ------------ ------------ ----------- ----------
End of year $158,747,182 $9,639,617 $187,956,256 $123,282,362 $19,381,196 $7,221,083
============ ========== ============ ============ =========== ==========
</TABLE>
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<PAGE>14
<TABLE>
EDS DEFERRED COMPENSATION PLAN
<CAPTION>
Vanguard
Money Market
Vanguard Reserves-
Quantitative Prime MCorp
Portfolios Portfolio Stock Loan
Fund Fund Fund Fund Total
------------ ----------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation)
in fair value
of investments $17,872 $-- $(347) $ -- $13,142,403
Interest 29 311,573 -- 1,973,474 13,669,173
Dividends 831,556 -- -- -- 9,762,953
----------- ----------- ------ ----------- ------------
Total 849,457 311,573 (347) 1,973,474 36,574,529
Employee contributions 5,265,234 3,666,520 -- -- 100,481,954
Net assets transferred
from other plans -- 730,408 -- -- 1,401,774
----------- ----------- ------ ----------- ------------
Total additions 6,114,691 4,708,501 (347) 1,973,474 138,458,257
Deductions from net
assets attributed to
withdrawals (422,033) (628,594) (170) (638,742) (16,759,156)
Interfund transfers 1,033,638 (434,790) 64 8,335,443 --
----------- ----------- ------ ----------- ------------
Net increase
(decrease) 6,726,296 3,645,117 (453) 9,670,175 121,699,101
Net assets available for
benefits at:
Beginning of year 6,427,321 7,356,684 4,786 19,684,752 438,043,273
----------- ----------- ------ ----------- ------------
End of year $13,153,617 $11,001,801 $4,333 $29,354,927 $559,742,374
=========== =========== ====== =========== ============
</TABLE>
- 14 -
<PAGE>15
<TABLE>
Schedule 1
EDS DEFERRED COMPENSATION PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1993
Description of Investment
------------------------------------
<CAPTION>
Number
Rate of of Shares Current
Identity of Party Maturity Date Interest or Units Cost Value
- --------------------------- -------------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Income Fund:
Allstate Life Ins. Co. 6/30/94 (33%) 8.87% -- $27,101,383 $27,101,383
9/30/94 (50%)
12/30/94 (100%)
Bankers Trust
#93-621 -- 4.80% -- 9,942,714 9,942,714
#93-621B -- 4.17% -- 10,104,376 10,104,376
#93-621C -- 5.10% -- 6,303,702 6,303,702
Canada Life 12/31/96 7.32% -- 11,000,000 11,000,000
Confederation Life Ins.
Company 3/31/95 9.36% -- 12,836,949 12,836,949
Continental Nat'l.
Assurance Company
#12817-6 3/31/94 (50%) 5.60% -- 11,829,493 11,829,493
3/31/97 (100%)
#12817-016 6/15/97 (75%) 6.65% -- 10,759,476 10,759,476
12/15/97 (100%)
Hartford Life Ins. Co. 6/30/95 (50%) 8.60% -- 15,684,352 15,684,352
6/30/96 (100%)
Metropolitan Life 9/30/95 9.15% -- 13,998,716 13,998,716
Principal Financial Group
#4-5639-1 12/15/97 6.50% -- 8,056,704 8,056,704
#4-5639-2 12/15/95 (50%) 6.25% -- 10,676,301 10,676,301
9/15/96 (100%)
#86513* 12/31/94 8.43% -- 90,498 90,498
#86513* 12/31/95 7.59% -- 138,251 138,251
Protective Life 9/30/95 9.45% -- 4,332,777 4,332,777
Prudential Asset Mgmt. Grp.
#7347-211 5/15/96 6.53% -- 4,992,253 4,992,253
#7347-212 9/15/97 5.52% -- 8,021,908 8,021,908
Vanguard Money Market
Reserves - Prime
Portfolio (no
guaranteed rate**) -- -- -- 11,419,482 11,419,482
------------ ------------
Total Income Fund $177,289,335 $177,289,335
------------ ------------
*The interest rate will be adjusted quarterly.
**The interest rate was 3% at December 31, 1993.
See accompanying independent auditors' report.
</TABLE>
- 15 -
<PAGE>16
<TABLE>
EDS DEFERRED COMPENSATION PLAN
Description of Investment
------------------------------------
<CAPTION>
Number
Rates of of Shares Current
Identity of Party Maturity Date Interest or Units Cost Value
- --------------------------- -------------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Executive Life Fund -- -- -- $9,639,617 $9,639,617
Loan Fund -- 6.0% to
11.5% -- 35,363,491 35,363,491
GM Class E Stock Fund -- -- 6,040,278 130,265,817 176,393,616
Vanguard/Wellington Fund -- -- 8,198,356 153,938,933 167,243,193
Vanguard U.S. Growth
Portfolio -- -- 1,554,011 22,596,911 23,198,133
Vanguard International
Growth Portfolio -- -- 2,477,361 28,370,837 33,467,590
Vanguard Quantitative
Portfolios -- -- 1,676,174 28,045,976 27,567,863
Vanguard Money Market
Reserves - Prime
Portfolio -- -- 12,369,286 12,369,286 12,369,286
MCorp Stock Fund -- -- 8,134 744,762 4,067
------------ ------------
Total Assets Held for Investment Purposes $598,624,965 $662,536,191
============ ============
</TABLE>
See accompanying independent auditors' report.
- 16 -
<PAGE>17
<TABLE>
Schedule 2
EDS DEFERRED COMPENSATION PLAN
Schedule of Reportable Transactions
For The Year Ended December 31, 1993
Series of related transactions involving an aggregate amount in excess of 5% of the
fair value of the Plan's assets as of December 31, 1992 are as follows:
<CAPTION>
Identity Number
of Party of Purchase Selling Lease
Involved Description of Asset Transactions Price Price Rental
- -------- --------------------------------- ------------ ----------- ----------- ------
<S> <C> <C> <C> <C> <C>
EDS Company Stock Fund:
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) 250 $88,648,673 $-- $--
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) 253 -- 79,250,489 --
Various Fixed Principal Investment Fund:
Income Fund 258 60,392,148 -- --
Income Fund 253 -- 41,601,754 --
Mutual Funds:
Vanguard Vanguard/Wellington Fund
(Stock and Bond Fund) 253 60,600,486 -- --
Vanguard/Wellington Fund
(Stock and Bond Fund) 253 -- 24,979,135 --
Vanguard Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) 258 36,607,025 -- --
Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) 253 -- 35,774,558 --
Vanguard Vanguard International Growth
Portfolio (Stock Fund) 245 26,948,185 -- --
Vanguard International Growth
Portfolio (Stock Fund) 246 -- 6,585,672 --
See accompanying independent auditors' report.
</TABLE>
- 17 -
<PAGE>18
<TABLE>
EDS DEFERRED COMPENSATION PLAN
<CAPTION>
Current
Expense Value of
Identity Incurred Asset on Net
of Party with Cost of Transaction Gain or
Involved Description of Asset Transaction Asset Date (Loss)
- -------- --------------------------------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
EDS Company Stock Fund:
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) $-- $88,648,673 $88,648,673 $--
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) -- 68,212,474 79,250,48911,038,015
Various Fixed Principal Investment Fund:
Income Fund -- 60,392,148 60,392,148 --
Income Fund -- 41,601,754 41,601,754 --
Mutual Funds:
Vanguard Vanguard/Wellington Fund
(Stock and Bond Fund) -- 60,600,486 60,600,486 --
Vanguard/Wellington Fund
(Stock and Bond Fund) -- 23,146,622 24,979,135 1,832,513
Vanguard Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) -- 36,607,025 36,607,025 --
Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) -- 35,774,558 35,774,558 --
Vanguard Vanguard International Growth
Portfolio (Stock Fund) -- 26,948,185 26,948,185 --
Vanguard International Growth
Portfolio (Stock Fund) -- 6,316,148 6,585,672 269,524
See accompanying independent auditors' report.
</TABLE>
- 18 -
L:\secfiles\11-k\eds23
<PAGE>1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
To the Trustees
EDS Deferred Compensation Plan:
We consent to the incorporation by reference in Registration Statement No.
33-36443 on Form S-8 of General Motors Corporation of our report dated June 3,
1994 relating to the statements of net assets available for benefits of the
EDS Deferred Compensation Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the
years then ended, and the related supplemental schedules, which report appears
in the December 31, 1993 annual report on Form 11-K of the EDS Deferred
Compensation Plan filed by General Motors Corporation.
s/KPMG PEAT MARWICK
KPMG PEAT MARWICK
Dallas, Texas
June 28, 1994
- 19 -
