l:\secfiles\11_k\1995\sat_1_95\isp_rep.doc 18
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
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ACT OF 1934
For the transition period from to
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Commission file number 33-19551
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
--------------------------------
(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.
----------------------------------------------- --------
Saturn Individual Savings Plan for Represented Members:
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. . . . . . . . . . . . . . . . . 16
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1995. . . . . . . . . . . . . . . 17
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. . . . . . . . . . . 18
SIGNATURE
The Plan. 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.
Saturn Individual Savings Plan
for Represented Members
------------------------------
(Name of plan)
Date June 28, 1996 By:
-------------
/s/John F. Smith, Jr.
------------------------------
(John F. Smith, Jr., Chairman
President's Council)
- 2 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
Saturn Individual Savings Plan
for Represented Members:
We have audited the accompanying statements of net assets available for
benefits of the Saturn Individual Savings Plan for Represented Members (the
"Plan") 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 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 Plan 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 Plan'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
Nashville, Tennessee
June 7, 1996
- 3 -
<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
1995 1994
ASSETS:
Investments, at fair value:
Value of Interest in General Motors Savings
Plans Master Trust $37,680,162 $ -
General Motors Common Stock,
$1-2/3 par value - 12,912,618
Equity Index Fund - 15,967,122
Mutual Funds 16,223,085 -
Fixed Income Fund 4,457,488 -
Loans to participants 6,926,226 5,237,905
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 26,481,179 24,219,185
Receivables
Contributions 633,598 -
Securities sold, not settled - 382,284
Cash - 418
---------- ----------
Total assets 92,401,738 58,719,532
LIABILITIES:
Due to brokers for securities purchased,
not settled - 145,584
Accounts payable 122,395 199,335
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $92,279,343 $58,374,613
========== ==========
Reference should be made to the Notes to Financial Statements.
- 4 -
<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
ADDITIONS:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $857,608 $(3,080,361)
Dividends 780,416 176,233
Interest 1,863,335 1,791,266
Net investment income from the General
Motors Savings Plans Master Trust 9,498,714 -
---------- ----------
Total investment income (loss) 13,000,073 (1,112,862)
Interest on loans 436,634 273,927
Participants contributions:
After tax 7,593,268 4,141,339
Tax-deferred 15,590,410 12,150,758
Rollover 1,078,647 -
---------- ----------
Total contributions 24,262,325 16,292,097
---------- ----------
Total additions 37,699,032 15,453,162
DEDUCTIONS:
Benefits paid to participants 3,793,572 2,369,651
Forfeitures 730 2,819
---------- ----------
Total deductions 3,794,302 2,372,470
NET INCREASE 33,904,730 13,080,692
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 58,374,613 45,293,921
---------- ----------
End of year $92,279,343 $58,374,613
========== ==========
Reference should be made to the Notes to Financial Statements.
- 5 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS
A. PLAN DESCRIPTION
Saturn Corporation ("Saturn"), a wholly-owned subsidiary of General Motors
Corporation ("Corporation"), established a defined contribution plan, the
Saturn Individual Savings Plan for Union-Represented Employees (the "Plan"),
on January 1, 1988. Effective January 1, 1993, the name of the Plan was
changed to the Saturn Individual Savings Plan for Represented Members. The
Finance Committee of the Corporation's Board of Directors acts as the Plan
fiduciary and, along with various officers, employees and committees with
authority delegated by the Plan fiduciary, controls and manages the operation
and administration of the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Assets of the
Plan are held by various investment managers under the direction of a
Trustee. The Plan provides eligible represented members with tax-deferred
and after-tax voluntary savings opportunities. The following brief
description of the Plan is provided for general information purposes only.
Refer to the "Complete Text" of the Plan for a comprehensive description.
Participation
Eligibility in the Plan is restricted to regular employees of Saturn
compensated fully or partly by salary who are represented by the United
Auto Workers ("UAW") or other labor organizations which have adopted the
Plan. Employees who are classified as temporary, contract or leased
employees are not eligible to participate. Eligible Employees may
participate in the Plan and accumulate savings as of the first day of
employment. Employees on approved disability leaves of absence, or
certain special leaves of absence, remain eligible to accumulate savings
for a period of one year while on such leaves.
Participant Contributions
Participants may elect to contribute to the Plan in several ways:
o Beginning in October 1994, participants may contribute up to 18% of
Eligible Earnings, previously 15%, on an after-tax basis whereby the
contributions are included in the participant's taxable income in the
period of contribution ("After-Tax Savings").
o Beginning in October 1994, participants may contribute up to 18% of
Eligible Earnings, or $9,240 for the years ended 1995 and 1994,
whichever is less, on a tax-deferred basis whereby the contributions
are excluded from the participant's taxable income until such amounts
are distributed to the participant from the Plan ("Tax-Deferred
Savings").
o Participants may elect to combine the above contribution methods,
provided the contribution limitations noted above are not exceeded.
o Participants who have transferred to Saturn from another unit of the
Corporation are allowed to transfer assets into the Plan from the
General Motors Corporation Personal Savings Plan Trust.
o Newly hired Employees are permitted to make a rollover contribution
equal to the taxable portion of cash proceeds received from a previous
employer's qualified savings plan ("Rollover Contributions").
Description of Investment Options:
General Motors Corporation Common Stock $1-2/3 Par Value - Under this
option, participant's contributions are invested in the General Motors
common stock. The return on a participant's investment is determined by
the market price of the stock and by the amount of any dividends paid
thereon.
- 6 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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 the Common Stock Fund are
expressed in terms of units rather than shares of stock as previously
expressed. Each unit represents a proportionate interest in all of the
assets of the common stock. The number of units credited to a
participant's account will be determined by the amount of the
participant's contributions and the purchase price of a unit.
Equity Index Fund - Under this 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 and 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.
Balanced Fund - Under this option, initially made available to plan
participants on January 1, 1995, 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 Plan's interest in funds which
utilized such financial instruments is not considered significant to the
Plan's financial statements.
Effective January 1, 1995, the above three options were included under
the General Motors Savings Plans Master Trust (See Note F.)
Income Fund - Under this option, 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 annual rates of return, maturity dates, issuing company, and contract
value of the investment contracts at December 31, 1995 and 1994,
respectively, were as follows:
- 7 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Year Annual
of Rate
Contri- of Maturity Fund Investment Contracts
bution Return Date Manager 1995 1994
- ------ ------ --------------- ---------------- ---------- ----------
1993 6.23% Dec. 31, 1997 Principal Mutual $4,687,940 $6,728,183
1992 7.38% Jan. 2, 1998 Provident National 2,504,741 3,554,454
1991 8.90% Dec. 31, 1995 Prudential Life 1,245,491 1,741,661
1990 8.70% Dec. 31, 1994 Aetna Capital Mgmt. - 827,901
1994 5.72% Dec. 31, 1994 Metropolitan Life - 11,201,915
1988 6.77% Dec. 31, 1996 New York Life 115,650 165,071
1995 6.14% Jan. 1, 2001 John Hancock 3,099,649 -
1995 6.00% Dec. 31, 2000 John Hancock
Mutual Life 2,841,114 -
1995 7.00% Dec. 12, 2005 Metropolitan Life 11,986,594 -
---------- ----------
$26,481,179 $24,219,185
---------- ==========
The contract value of the investment contracts approximates their fair
value. The average yield on investment contracts in the Income Fund for
the years ended December 31, 1995 and 1994 was 6.78% and 6.44%,
respectively.
In 1995, investments were also made in short-term U.S. Government debt
obligations and cash. At December 31, 1995, the fair value of such
investments, considered as the Fixed Income Fund was $4,457,488.
Mutual Funds - This option, initially made available to participants on
January 1, 1995, is comprised of four core option mutual funds and
thirty-one self directed account mutual funds managed by Fidelity
Investments. (See Note C.) The core option mutual funds are Fidelity
Magellan, Puritan, Contrafund and Asset Manager. Each fund has a
different objective and investment strategy. To pursue their objectives,
the fund managers invest in a wide variety of investments. Complete
information about each fund's objectives and investments is contained in
that fund's prospectus.
Vesting
Participant contributions vest immediately. Saturn matched participant
contributions made through January 1, 1992 and earnings thereon vest fully
upon the attainment of 5 years of service, death, total and permanent
disability or retirement.
Distributions
Participants may withdraw their Tax-Deferred Savings after they reach age
59-1/2 or prior to age 59-1/2 for Financial Hardship, as defined in the
Plan's "Complete Text". After-Tax Savings, vested Saturn matched
contributions and related earnings may be withdrawn any time upon
participant's request. Upon termination of employment, a final distribution
of assets is made unless termination is by retirement, or the participants
account exceeds $3,500. In those instances, distribution may be deferred
until April 1 of the year after the participant reaches the age of 70-1/2.
There were no distributions payable to participants included in net assets
available for benefits as of December 31, 1995 and 1994.
Transfers
Participants may transfer assets between Investment Options at any time, with
certain limitations.
- 8 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Loans
Participants may borrow once per calendar year from both their Tax-Deferred
and After-Tax Savings assets. The amount and term of the loans are limited
under the Plan. Interest is charged at a rate equal to the prevailing prime
lending rate. Interest paid on the loans is credited back to the borrowing
participant's account in the Plan. No earnings will accrue to the assets
liquidated for the loan. At December 31, 1995 and 1994 loans to participants
were $6,926,226 and $5,237,905, respectively.
Termination of the Plan
Although it has not expressed any intent to do so, Saturn has the right under
the Plan to terminate the Plan subject to the provisions of ERISA.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies followed in the preparation of the
accompanying financial statements are as follows:
o Investments are stated as follows:
- Value of Interest in General Motors Savings Plans Master Trust - at
estimated market prices of the assets in the Master Trust as
determined by the investment manager.
- Investment Contacts - at contract value, which consists of cost
plus accumulated interest.
- Common/Collective Trust - Fixed Income Fund - at estimated market
prices of the assets in the Fund as determined by the investment
manager.
- Mutual Funds - at quoted market value.
o General Motors common stock, $1-2/3 par value, acquired by the Trustee
for purposes of the Plan may be obtained by purchases on the open
market or from the Corporation by subscription or purchase. Such
stock acquired by the Trustee on the open market is credited to the
participants' accounts at the average per share cost of such purchases
(excluding brokerage commissions, transfer taxes, etc.) made for each
month. Stock obtained by the Trustee directly from the Corporation is
credited to participants' accounts either at the average per share
cost to the Trustee of the open market purchases of the stock acquired
for a particular month or, in those months in which the Trustee
acquires no stock on the open market, at the average of the daily mean
high and low market prices of the stock as reported on the Composite
Tape of Transactions for such month.
o Securities transactions are recorded on the date the trades are
executed.
o Net appreciation (depreciation) in value of investments held, sold, or
distributed represents the change in the market value of the Plan's
investments during the year.
o Investment income is recognized as earned.
o 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 be based upon amounts which differ from
those estimates.
o Certain costs of Plan administration are paid by Saturn.
o Certain prior period amounts have been reclassified to conform to the
current year's presentation.
- 9 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
C. INVESTMENTS
The table below details the investment managers, the investment types and the
carrying value of investments as of December 31, 1995 and 1994.
Investment Manager Investment Type 1995 1994
- -------------------- ----------------------- ------------ ------------
State Street Bank Value of Interest in
and Trust General Motors Savings
Plans Master Trust $37,680,162* $ -
National Bank of GM Common Stock, $1-2/3
Detroit, N.A. par value 306,531 shares
in 1994 - 12,912,618*
State Street Bank
and Trust Equity Index Fund - 15,967,122*
Fidelity Magellan 4,888,364* -
Fidelity Puritan 1,901,432 -
Fidelity Contrafund 5,776,146* -
Fidelity Asset Manager 688,196 -
Fidelity Self-Directed Accounts 2,968,947 -
---------- ----------
Total mutual funds 16,223,085 -
State Street Bank
and Trust Fixed Income Fund 4,457,488* -
Loans to Participants 6% to 9% 6,926,226* 5,237,905*
Metropolitan Life Investment Contract,5.72% - 11,201,915*
Provident National Investment Contract,7.38%
Assurance 2,504,741 3,554,454*
Prudential Life Ins. Investment Contract,8.90% 1,245,491 1,741,661
Aetna Capital Mgt. Investment Contract,8.70% - 827,901
New York Life Investment Contract,6.77% 115,650 165,071
Principal Mutual Investment Contract,6.23%
Life 4,687,940* 6,728,183*
John Hancock Investment Contract,6.14% 3,099,649 -
John Hancock Investment Contract,6.00%
Mutual Life 2,841,114 -
Metropolitan Life Investment Contract,7.00% 11,986,594* -
---------- ----------
Total Guaranteed Investment Contracts 26,481,179 24,219,185
---------- ----------
TOTAL $91,768,140 $58,336,830
========== ==========
* Represents 5% or more of Plan assets.
- 10 -
<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
D. SHARE AND UNIT VALUES
As of January 1, 1995 all assets invested in the Plan are expressed in terms
of units. The number of units credited to each participant's account will be
determined by the amount of deferred savings and the current value of each
unit in the 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. The following summarizes the Plan's number of
units and the value of each unit by fund as at:
December 31, September 30,
Number of Value of Number of Value of
Units Each Unit Shares Each Share
Fiscal Year 1995
GM $1-2/3 par value Common
Stock Fund 100,762 $126.370 109,798 $111.620
Income Fund 2,889,844 10.706 2,732,918 10.533
Equity Index Fund 1,738,744 13.760 1,652,303 12.980
Balanced Fund 78,243 12.410 47,703 11.850
Fidelity Magellan Fund 56,855 85.980 36,345 92.370
Fidelity Puritan Fund 111,783 17.010 83,360 16.780
Fidelity Contrafund 151,924 38.020 102,379 40.610
Fidelity Asset Manager 43,419 15.850 29,600 15.470
June 30, March 31,
Number of Value of Number of Value of
Units Each Unit Shares Each Share
Fiscal Year 1995
GM $1-2/3 par value Common
Stock Fund 125,469 $110.810 137,726 $104.110
Income Fund 2,586,715 10.359 2,437,509 10.186
Equity Index Fund 1,577,588 12.020 1,534,154 10.970
Balanced Fund 33,580 11.220 15,484 10.560
Fidelity Magellan Fund 21,459 83.500 8,875 72.440
Fidelity Puritan Fund 56,949 16.150 28,809 15.420
Fidelity Contrafund 76,159 36.560 32,842 32.120
Fidelity Asset Manager 18,280 14.800 10,714 14.060
December 31, September 30,
Number of Value of Number of Value of
Units Each Unit Shares Each Share
Fiscal Year 1994
General Motors Corporation Common
Stock, $1-2/3 par value 306,531 $42.125 232,283 $46.875
Income Fund 151,412 171.126 133,411 168.662
Equity Index Fund 226,282 70.561 66,203 209.662
June 30, March 31,
Number of Value of Number of Value of
Units Each Unit Shares Each Share
Fiscal Year 1994
General Motors Corporation Common
Stock, $1-2/3 par value 218,209 $50.250 196,650 $53.875
Income Fund 120,858 165.622 118,262 162.979
Equity Index Fund 65,070 200.465 62,904 199.410
- 11 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
E. FUND INFORMATION
Contributions, investment income and distributions to participants by fund
are as follows for the years ended December 31, 1995 and 1994:
1995 1994
Employee Contributions:
GM $1-2/3 par value Common Stock Fund $2,946,816 $2,258,775
Income Fund 10,612,205 8,250,156
Equity Index Fund 5,721,280 5,783,166
Balanced Fund 254,093 -
Fidelity Magellan Fund 1,181,554 -
Fidelity Puritan Fund 660,613 -
Fidelity Contrafund 1,592,454 -
Fidelity Asset Manager 313,657 -
Self-Directed Accounts 979,653 -
---------- ----------
$24,262,325 $16,292,097
========== ==========
1995 1994
Investment Income (Loss):
GM $1-2/3 par value Common Stock Fund $3,352,588 $(2,668,093)
Income Fund 1,842,776 1,390,284
Equity Index Fund 6,065,372 164,947
Balanced Fund 80,755 -
Fidelity Magellan Fund 404,781 -
Fidelity Puritan Fund 184,998 -
Fidelity Contrafund 728,672 -
Fidelity Asset Manager 55,876 -
Self-Directed Accounts 284,255 -
---------- ----------
$13,000,073 $(1,112,862)
========== ==========
1995 1994
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $548,597 $326,877
Income Fund 2,177,909 1,463,185
Equity Index Fund 835,014 579,589
Balanced Fund 9,323 -
Fidelity Magellan Fund 74,328 -
Fidelity Puritan Fund 34,521 -
Fidelity Contrafund 79,092 -
Fidelity Asset Manager 16,289 -
Self-Directed Accounts 18,499 -
---------- ----------
$3,793,572 $2,369,651
========== ==========
- 12 -
<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
1995 1994
Interfund Trust Transfers:
GM $1-2/3 par value Common Stock Fund $(5,759,947) $4,313,668
Income Fund (2,434,875) (2,322,582)
Equity Index Fund (2,451,123) (1,991,086)
Balanced Fund 662,982 -
Fidelity Magellan Fund 3,376,212 -
Fidelity Puritan Fund 1,085,538 -
Fidelity Contrafund 3,562,728 -
Fidelity Asset Manager 345,157 -
Self-Directed Accounts 1,613,328 -
--------- ---------
$ - $ -
========= =========
F. THE MASTER TRUST
As of December 21, 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.
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 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 that are available under the Plan 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
at the beginning of the month.
The Plan's share of the total Master Trust is summarized as follows as of
December 31, 1995:
Value of interest in Master Trust $37,680,162
----------
Percentage of total Master Trust 0.51%
----------
Value of interest in the net investment income from
Master Trust accounts $9,498,714
----------
Percentage of total Master Trust net investment gain 0.51%
----------
- 13 -
<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Total investments of all participating plans in the Master Trust at
December 31, 1995 are summarized as follows:
Total
Master Trust
1995
------------
(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 Trust - State Street Bank Flagship
S&P 500 Equity Index Fund 1,548,966
Registered Investment Company 63,349
Cash 103,410
---------
Total investments 7,445,855
Receivables:
Receivables 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 income of all participating Plans in the Master Trust for
the year ended December 31, 1995 is summarized as follows:
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 trusts 405,995
Registered investment company 9,301
---------
Total net appreciation in fair value of investments 1,711,507
---------
Total investment income $1,846,326
=========
- 14 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Concluded
G. FEDERAL INCOME TAXES
The Plan was submitted to the Internal Revenue Service (the "IRS") and has
received a favorable determination as to its tax-qualified status in meeting
the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the Trust established thereunder has
been determined to be exempt from United States Federal income taxes under
Section 501(a) of the Code.
The United States Federal income tax status of the Employee with respect to
the Plan is described (1) in the Complete Text of the Plan, and (2) included
with the confirmation letters sent to the Participant for withdrawals and
distributions of assets.
* * * * * * *
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<PAGE>
<TABLE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Column A Column B Column C Column D Column E
- --------- ---------------- -------------------------------- ---------- ----------
Identity of
Issue, Borrower,
Lessor, or Current
Similar Party Description of Investment Cost Value
- --------- ---------------- -------------------------------- ---------- ----------
<S> <C> <C> <C> <C>
* State Street Bank Value of Interest in General $29,217,642 $37,680,162
and Trust Motors Savings Plans
Master Trust
* State Street Bank Fixed Income Fund 4,457,488 4,457,488
and Trust
Fidelity Mutual Funds:
* Fidelity Magellan 4,785,048 4,888,364
* Fidelity Puritan 1,801,935 1,901,432
* Fidelity Contrafund 5,570,149 5,776,146
* Fidelity Asset Manager 649,720 688,196
* Fidelity Self-Directed Accounts 2,968,947 2,968,947
---------- ----------
Total Mutual Funds 15,775,799 16,223,085
Loan Fund 6 - 9% 6,926,226 6,926,226
Principal Mutual Dec. 31, 1997, 6.23% 4,687,940 4,687,940
Provident National Jan. 2, 1998, 7.38% 2,504,741 2,504,741
Prudential Life Dec. 31, 1995, 8.90% 1,245,491 1,245,491
New York Life Dec. 31, 1996, 6.77% 115,650 115,650
John Hancock Jan. 1, 2001, 6.14% 3,099,649 3,099,649
John Hancock
Mutual Life Dec. 31, 2000, 6.00% 2,841,114 2,841,114
* Metropolitan Life Dec. 12, 2005, 7.00% 11,986,594 11,986,594
---------- ----------
Total Guaranteed Investment
Contracts 26,481,179 26,481,179
---------- ----------
Total Assets Held for Investment $82,858,334 $91,768,140
========== ==========
* Indicates party-in-interest
</TABLE>
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<PAGE>
<TABLE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
SERIES REPORTABLE TRANSACTIONS
<CAPTION>
Column A Column B Column C Column D Column E Column F Column G Column H Column I
- --------------- ----------------- ---------- ---------- -------- ----------- ---------- ---------- ---------
Expense Current
Incurred Value of
Identity of Purchase Selling Lease With Cost of Asset on Net Gain
Party/Broker Description Price Price Rental Transaction Asset Trans. Date (Loss)
- --------------- ----------------- ---------- ---------- -------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street Bank Fixed Income $18,718,230 $ - $- $- $18,718,230 $18,718,230 $-
and Trust Fund - 14,293,096 - - 14,293,096 14,293,096 -
John Hancock GIC, Jan. 1,
2001, 6.14% 3,083,828 - - - 3,083,828 3,083,828 -
Fidelity Magellan 6,311,401 - - - 6,311,401 6,311,401 -
- 1,573,751 - - 1,526,353 1,573,751 47,398
Fidelity Contrafund 7,260,630 - - - 7,260,630 7,260,630 -
- 1,758,241 - - 1,690,481 1,758,241 67,760
---------- ---------- ----- ----- ---------- ---------- -------
$35,374,089 $17,625,088 $- $- $52,884,019 $52,999,177 $115,158
========== ========== ===== ===== ========== ========== =======
There are no single reportable transactions that reach the 5% of beginning net assets criteria.
</TABLE>
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<PAGE>
L:\secfiles\11-K\sat_1_95\isp23.doc1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-64693 of General Motors Corporation on Form S-8 of our report dated
June 7, 1996 appearing in this Annual Report on Form 11-K of the Saturn
Individual Savings Plan for Represented Members for the year ended
December 31, 1995.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 27, 1996
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