l:\secfiles\11_k\eds-94\defcomp1.doc2
<PAGE>1
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, 1994
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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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:
James H. Humphrey
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 SUPPLEMENTAL SCHEDULES Page No.
----------------------------------------------- --------
EDS Deferred Compensation Plan:
Independent Auditors' Report. . . . . . . . . . . . . . . . 3
Basic Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1994 and 1993 . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31,
1994 and 1993. . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements, December 31,
1994 and 1993 . . . . . . . . . . . . . . . . . . . . . 5
Supplemental schedules:
Line 27(a)-Schedule of Assets Held for
Investment Purposes, December 31, 1994 . . . . . . . . 15
Line 27(d)-Schedule of Reportable Transactions
for the Year Ended December 31, 1994 . . . . . . . . . 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 27, 1995 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, 1994 and
1993, 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, 1994 and 1993 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 LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
June 15, 1995
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EDS DEFERRED COMPENSATION PLAN
Statements of Net Assets Available for Benefits
December 31, 1994 and 1993
Assets: 1994
1993
------------ ------------
Investments (note 4):
Income Fund, at contract value
(cost, 1994 - $200,430,721
1993 - $177,289,335) $200,430,721 $177,289,335
Executive Life Fund, at contract value
(cost, 1994 - $9,639,617
1993 - $9,639,617) 9,639,617 9,639,617
GM Class E Stock Fund, at fair value
(cost, 1994 - $146,435,039
1993 - $130,265,817) 235,048,771 176,393,616
Vanguard/Wellington Fund, at fair value
(cost, 1994 - $179,545,217
1993 - $153,938,933) 182,701,125 167,243,193
Vanguard U.S. Growth Portfolio,
at fair value
(cost, 1994 - $33,907,306
1993 - $22,596,911) 35,086,396 23,198,133
Vanguard International Growth
Portfolio, at fair value
(cost, 1994 - $53,273,034
1993 - $28,370,837) 56,298,491 33,467,590
Vanguard Quantitative Portfolios, at fair value
(cost, 1994 - $37,322,130
1993 - $28,045,976) 35,487,178 27,567,863
Vanguard Money Market Reserves-Prime Portfolio,
at fair value
(cost, 1994 - $43,400,377
1993 - $12,369,286) 43,400,377 12,369,286
MCorp Stock Fund, at fair value
(cost, 1994 - $705,054
1993 - $744,762) 3,984 4,067
Loan Fund, at unpaid principal balance,
which approximates fair value 42,197,276 35,363,491
------------ ------------
Net assets available for benefits $840,293,936 $662,536,191
============ ============
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, 1994 and 1993
1994 1993
------------ ------------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (note 4) $44,151,120 ($7,508,921)
Interest 15,632,256 14,157,339
Dividends 13,610,325 15,768,149
------------ ------------
Total 73,393,701 22,416,567
Contributions - employees 117,825,009 107,966,238
Net assets transferred from
other plans (note 1) 22,979,482 895,561
------------ -----------
Total additions 214,198,192 131,278,366
Deductions from net assets attributed
to withdrawals (36,440,447) (28,484,549)
------------ ------------
Net increase 177,757,745 102,793,817
Net assets available for benefits at:
Beginning of year 662,536,191 559,742,374
------------ ------------
End of year $840,293,936 $662,536,191
============ ============
See accompanying Notes to Financial Statements.
Notes to Financial Statements
December 31, 1994 and 1993
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 commencement of the first hour of service with the Employer.
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. EDS acquired World Computer in November 1993, at which time the
World Computer employees became eligible to participate in the Plan. In 1994,
$3,897,540 of net assets were transferred to the Plan from the World Computer
Corporation 401(k) Tax Sheltered Employee Savings and Profit-Sharing Plan.
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<PAGE>6
EDS DEFERRED COMPENSATION PLAN
During the second quarter of 1994, EDS entered into a contract with Xerox
Corporation (Xerox) whereby the data processing employees of Xerox became EDS
employees and became eligible to participate in the Plan. As a result, net
assets of $18,343,941 were transferred to the Plan. Additional net transfers
totalling $738,001 took place during 1994. For financial statement purposes,
the fair market values of the assets transferred from or to the plans are
reflected at fair value at the dates of transfer.
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 and the Internal Revenue Code, 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).
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 $9,240
and $8,994 and maximum eligible compensation of $150,000 and $235,840 per
participant beginning January 1, 1994 and 1993,respectively, 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.
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<PAGE>7
EDS DEFERRED COMPENSATION PLAN
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 (including rollovers) and the
amounts of participant earnings dictated by the number of units held in each
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, age 59-1/2, death, or
retirement, 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.
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, 1994 and 1993, the interest
rate on new loans was eight and one-half percent (8.50%) and six percent
(6.00%), respectively.
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<PAGE>8
EDS DEFERRED COMPENSATION PLAN
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.) Purchases and sales of the GM Class E common stock are recorded on a
trade date basis. 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.
Benefits - Benefits are recorded when paid.
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, 1994 and 1993. 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>
1994 1993
------------------------ -------------------------
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 (Including Bankers Trust
investment of $42,575,390
at December 31, 1994)* - $200,430,721 - $177,289,335
------------ ------------
Executive Life Fund - 9,639,617 - 9,639,617
------------ ------------
GM Class E Stock Fund (cost of
$146,435,039 in 1994 and
$130,265,817 in 1993)* 6,085,363 235,048,771 6,040,278 176,393,616
------------ ------------
Vanguard/Wellington (cost of
$179,545,217 in 1994 and
$153,938,933 in 1993)* 9,422,570 182,701,125 8,198,356 167,243,193
------------ ------------
Vanguard U.S. (cost of
$33,907,306 in 1994 and
$22,596,911 in 1993) 2,288,766 35,086,396 1,554,011 23,198,133
------------ ------------
Vanguard International (cost of
$53,273,034 in 1994 and
$28,370,837 in 1993)* 4,192,061 56,298,491 2,477,361 33,467,590
------------ ------------
Vanguard Quantitative (cost of
$37,322,130 in 1994 and
$28,045,976 in 1993) 2,280,702 35,487,178 1,676,174 27,567,863
------------ ------------
Vanguard Money Market* 43,400,377 43,400,377 12,369,286 12,369,286
------------ ------------
MCorp Stock Fund (cost
of $705,054 in 1994 and
$744,762 in 1993) 7,802 3,984 8,134 4,067
------------ ------------
Loan Fund (13,137 and 11,679
loans in 1994 and 1993,
respectively, loans
outstanding from $1 to
$47,554 and $6 to $48,202 in
1994 and 1993, respectively,
with interest rates from
6.0% to 11.5% in 1994 and 1993)* - 42,197,276 - 35,363,491
------------ ------------
$840,293,936 $662,536,191
============ ============
</TABLE>
*Represents 5% or more of Plan assets.
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, 1994 and 1993, 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, 1994 or 1993.
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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 at fair value and 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. Related Party 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.
Additionally, the Vanguard Investment Funds consist of investments in various
Vanguard managed mutual funds.
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 of 1986
(Code). The Plan has been amended and restated since receiving the
determination letter. The Plan filed for a new determination letter on
November 30, 1994, but has not yet received a determination from the Internal
Revenue Service. 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 accompanying 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, 1994:
<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 $- $- $55,220,915 ($9,047,592) $728,713 ($997,875)
Interest 12,344,192 - - - - -
Dividends - - 2,877,575 8,034,944 400,242 733,618
------------ ---------- ------------ ------------ ----------- ----------
Total 12,344,192 - 58,098,490 (1,012,648) 1,128,955 (264,257)
Employee contributions 24,501,497 - 23,255,597 31,187,647 9,499,321 15,068,636
Net assets transferred
from other plans 4,388 - 9,015 6,731 1,461 1,461
------------ ---------- ------------ ------------ ----------- ----------
Total additions 36,850,077 - 81,363,102 30,181,730 10,629,737 14,805,840
Deductions from net
assets attributed
to withdrawals (10,359,148) - (7,739,365) (7,944,903) (1,730,614) (2,512,413)
Interfund transfers (3,349,543) - (14,968,582) (6,778,895) 2,989,140 10,537,474
------------ ---------- ------------ ------------ ----------- ----------
Net increase 23,141,386 - 58,655,155 15,457,932 11,888,263 22,830,901
Net assets available for
benefits at:
Beginning of year 177,289,335 9,639,617 176,393,616 167,243,193 23,198,133 33,467,590
------------ ---------- ------------ ------------ ----------- ----------
End of year $200,430,721 $9,639,617 $235,048,771 $182,701,125 $35,086,396 $56,298,491
============ ========== ============ ============ =========== ==========
</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 ($1,753,125) $- $84 $- $44,151,120
Interest - 831,192 - 2,456,872 15,632,256
Dividends 1,563,946 - - - 13,610,325
----------- ----------- ------ ----------- ------------
Total (189,179) 831,192 84 2,456,872 73,393,701
Employee contributions 10,169,218 4,143,093 - - 117,825,009
Net assets transferred
from other plans - 21,656,233 - 1,300,193 22,979,482
----------- ----------- ------ ----------- ------------
Total additions 9,980,039 26,630,518 84 3,757,065 214,198,192
Deductions from net
assets attributed to
withdrawals (1,781,718) (3,040,480) (167) (1,331,639) (36,440,447)
Interfund transfers (279,006) 7,441,053 - 4,408,359 -
----------- ----------- ------ ----------- ------------
Net increase
(decrease) 7,919,315 31,031,091 (83) 6,833,785 177,757,745
Net assets available for
benefits at:
Beginning of year 27,567,863 12,369,286 4,067 35,363,491 662,536,191
----------- ----------- ------ ----------- ------------
End of year $35,487,178 $43,400,377 $3,984 $42,197,276 $840,293,936
=========== =========== ====== =========== ============
</TABLE>
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<PAGE>13
<TABLE>
EDS DEFERRED COMPENSATION PLAN
7. Allocation of Changes in Plan Assets and Liabilities to Investment Programs (concluded)
---------------------------------------------------------------------------------------
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>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 ($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>
- 14 -
<PAGE>15
<TABLE>
EDS DEFERRED COMPENSATION PLAN
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1994
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:
Bankers Trust
#93-621* - 4.66% - $27,569,399 $27,569,399
#94-791* - 7.56% - 15,005,991 15,005,991
Canada Life 12/31/96 7.32% - 11,805,200 11,805,200
Continental Nat'l.
Assurance Company
#12817-6 3/31/97 5.60% - 6,245,973 6,245,973
#12817-016 6/15/97 (75%) 6.65% - 11,474,981 11,474,981
12/15/97 (100%)
Hartford Life Ins. Co. 6/30/95 (50%) 8.60% - 17,033,206 17,033,206
6/30/96 (100%)
John Hancock Mutual Life 1/31/96 (33%) 6.98% - 15,458,846 15,458,846
Insurance Co. 6/30/98 (50%)
6/30/99 (100%)
Metropolitan Life 9/30/95 9.15% - 15,279,598 15,279,598
Principal Financial Group
#4-5639-1 12/15/97 6.50% - 8,580,390 8,580,390
#4-5639-2 12/15/95 (50%) 6.25% - 11,343,570 11,343,570
9/15/96 (100%)
#86513* 12/31/94 8.75% - 98,047 98,047
#86513* 12/31/95 7.91% - 148,640 148,640
Protective Life 9/30/95 9.45% - 4,742,224 4,742,224
Prudential Asset Mgmt. Grp.
#7347-211 5/15/96 6.53% - 5,318,247 5,318,247
#7347-212 9/15/97 5.52% - 8,464,718 8,464,718
Union Bank of Switzerland - 6.59% - 25,640,584 25,640,584
Vanguard Money Market
Reserves - Prime
Portfolio (no
guaranteed rate**) - - - 16,221,107 16,221,107
------------ ------------
Total Income Fund $200,430,721 $200,430,721
*The interest rate will be adjusted quarterly.
**The interest rate was 6.0% at December 31, 1994.
See accompanying independent auditors' report.
</TABLE>
- 15 -
<PAGE>16
<TABLE>
EDS DEFERRED COMPENSATION PLAN
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>
Executive Life Fund - - - $9,639,617 $9,639,617
GM Class E Stock Fund* - - 6,085,363 146,435,039 235,048,771
Vanguard/Wellington Fund* - - 9,422,570 179,545,217 182,701,125
Vanguard U.S. Growth*
Portfolio - - 2,288,766 33,907,306 35,086,396
Vanguard International*
Growth Portfolio - - 4,192,061 53,273,034 56,298,491
Vanguard Quantitative*
Portfolios - - 2,280,702 37,322,130 35,487,178
Vanguard Money Market*
Reserves - Prime
Portfolio - - 43,400,377 43,400,376 43,400,377
MCorp Stock Fund - - 7,802 705,054 3,984
Loan Fund - 6.0% to 11.5% - 42,197,276 42,197,276
------------ ------------
Total Assets Held for Investment Purposes $746,855,770 $840,293,936
============ ============
</TABLE>
* Parties In Interest
See accompanying independent auditors' report.
- 16 -
<PAGE>17
<TABLE>
EDS DEFERRED COMPENSATION PLAN
Line 27d-Schedule of Reportable Transactions
For The Year Ended December 31, 1994
<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) 252 $131,179,512 $- $-
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) 252 - 127,556,371 -
Various Fixed Principal Investment Fund:
Income Fund 255 64,212,298 - -
Income Fund 252 - 40,924,695 -
Mutual Funds:
Vanguard Vanguard/Wellington Fund
(Stock and Bond Fund) 251 58,252,789 - -
Vanguard/Wellington Fund
(Stock and Bond Fund) 252 - 33,715,426 -
Vanguard Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) 255 106,899,038 - -
Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) 252 - 76,265,908 -
Vanguard Vanguard International Growth
Portfolio (Stock Fund) 252 45,979,156 - -
Vanguard International Growth
Portfolio (Stock Fund) 251 - 22,121,545 -
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) $- $131,179,512 $131,179,512 $-
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) - 114,850,472 127,556,371 12,705,899
Various Fixed Principal Investment Fund:
Income Fund - 64,212,298 64,212,298 -
Income Fund - 40,924,694 40,924,694 -
Mutual Funds:
Vanguard Vanguard/Wellington Fund
(Stock and Bond Fund) - 58,252,789 58,252,789 -
Vanguard/Wellington Fund
(Stock and Bond Fund) - 32,613,825 33,715,426 1,101,601
Vanguard Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) - 106,899,038 106,899,038 -
Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) - 76,265,908 76,265,908 -
Vanguard Vanguard International Growth
Portfolio (Stock Fund) - 45,979,156 45,979,156 -
Vanguard International Growth
Portfolio (Stock Fund) - 21,040,517 22,121,545 1,081,028
See accompanying independent auditors' report.
</TABLE>
- 18 -
L:\secfiles\11-k\eds_94\eds23.doc1
<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 15, 1995 relating to the statements of net assets available for benefits
of the EDS Deferred Compensation Plan as of December 31, 1994 and 1993, 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, 1994 annual report on Form 11-K of the EDS Deferred
Compensation Plan filed by General Motors Corporation.
s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
June 27, 1995
- 19 -
