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
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from to
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Commission file number 2-14960
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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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
<TABLE>
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
<CAPTION>
1995
1994
--------------
- -------------
(Dollars in Thousands)
<S> <C>
<C>
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.
</TABLE>
- 4 -
<PAGE>
<TABLE>
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
<CAPTION>
1995 1994
-------------- -------------
(Dollars in Thousands)
<S> <C> <C>
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.
</TABLE>
- 5 -
<PAGE>
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 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
G. PARTICIPANT UNIT DATA
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
- 14 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
<TABLE>
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
<CAPTION>
Current
Description of Investments Cost Value
-------------------------- -------------- --------------
(Dollars in Thousands)
<S> <C> <C>
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
-------------------------------------------------------------------------------
</TABLE>
- 17 -
<PAGE>
<TABLE>
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
<CAPTION>
Current
Description of Investment Cost Value
- --------------------------------------------------------------- -------------- -------------
(Dollars in Thousands)
Investment Contracts: Maturity
Issuing Company Date Contract Rate
------------------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
- 18 -
<PAGE>
<TABLE>
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)
<CAPTION>
Purchases Sales
-------------- ---------------------------------------
Identity of Purchase Sales Original Net Gain
Party/Broker Description of Asset Price Price Cost (Loss)
- ------------ -------------------- -------------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
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)
</TABLE>
- 19 -
<TABLE>
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)
<CAPTION>
Purchases Sales
-------------- ---------------------------------------
Identity of Purchase Sales Original Net Gain
Party/Broker Description of Asset Price Price Cost (Loss)
- ------------ -------------------- -------------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
- 20 -
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 -
