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
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ACT OF 1934
For the fiscal year ended December 31, 2005
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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 2-14960
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
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(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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(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:
Paul W. Schmidt
Controller
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
1
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Page No.
---------------------------------------------- --------
General Motors Savings-Stock Purchase
Program for Salaried Employees in the United States:
Report of Independent Registered Public Accounting Firm 3
Statements of Assets Available for Benefits as of
December 31, 2005 and 2004 4
Statement of Changes in Assets Available for
Benefits for the Year Ended December 31, 2005 5
Notes to Financial Statements 6
Supplemental Schedule, Form 5500, Schedule H, Part IV,
Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2005 15
All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Registered Public Accounting Firm
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant 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 29, 2006 By:
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/s/G. Richard Wagoner, Jr.
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(G. Richard Wagoner, Jr.,
Chairman of the Board
of Directors)
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of General Motors Savings-Stock Purchase
Program for Salaried Employees in the United States
We have audited the accompanying statements of assets available for benefits of
General Motors Savings-Stock Purchase Program for Salaried Employees in the
United States (the "Program") as of December 31, 2005 and 2004, and the related
statement of changes in assets available for benefits for the year ended
December 31, 2005. 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 standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Program is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Program's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 assets available for benefits of the Program as of December 31,
2005 and 2004, and the changes in assets available for benefits for the year
ended December 31, 2005 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2005, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is 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 schedule is the
responsibility of the Program's management. Such supplemental schedule has been
subjected to the auditing procedures applied in our audit of the basic 2005
financial statements and, in our opinion, is 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, MI
June 27, 2006
3
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005 AND 2004
2005 2004
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(dollars in thousands)
ASSETS:
Investment in General Motors Savings
Plans Master Trust (Note D):
Investments - at estimated fair value $11,297,640 $12,563,086
Loans 233,457 247,486
Employee contributions receivable 13,805 15,339
Employer contributions receivable 1,997 4,723
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Total assets 11,546,899 12,830,634
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ASSETS AVAILABLE FOR BENEFITS $11,546,899 $12,830,634
========== ==========
Reference should be made to the Notes to Financial Statements.
4
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2005 (dollars in thousands)
ADDITIONS:
Contributions:
Employer $54,598
Employee 392,723
-------
Total additions 447,321
DEDUCTIONS:
Net investment loss from General
Motors Savings Plans Master Trust (Note D) (213,698)
Distributions to participants (1,405,213)
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Total deductions (1,618,911)
NET TRANSFERS OUT (Note E) (112,145)
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NET DECREASE (1,283,735)
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 12,830,634
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End of year $11,546,899
==========
Reference should be made to the Notes to Financial Statements.
5
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004 AND
FOR THE YEAR ENDED DECEMBER 31,2005
A. DESCRIPTION OF THE PROGRAM
Following is a brief description of the Program that 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.
GENERAL - General Motors Corporation (the "Corporation" or "GM") has
established the General Motors Savings-Stock Purchase Program for Salaried
Employees in the United States (the "Program"), a defined contribution plan.
Eligibility is restricted to regular employees of the Corporation who have
completed six months of employment and who are compensated fully or partly by
salary and/or commission, but who are not represented by a labor organization
(unless they are eligible through understandings reached between the
Corporation and their collective bargaining representatives). Employees
classified as part-time employees, regular employees, temporary assignment,
flexible service employees, temporary employees, or cooperative student
employees (hired prior to January 1, 1999) are eligible to participate in the
Program upon the completion of six months of employment. Except for purposes
of the investment of Program assets, the Investment Funds 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). This Program is
subject to the provisions of ERISA. Effective November 16, 2005, the
Program was amended to specify that the Investment Funds Committee of the
Board of Directors is not a Named Fiduciary, or fiduciary for any other
purpose, in regards to the GM $1-2/3 Par Value Common Stock Fund. The
Program is subject to the provisions of ERISA.
PARTICIPANT CONTRIBUTIONS - An eligible participant employed by the
Corporation (an "Employee") may elect to contribute to the Program as follows
in accordance with provisions and within the applicable Federal limits:
o On an after-tax basis ("Regular Savings"), up to 50% for 2005 of an
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) $14,000 for 2005 or (2) up to 50% for 2005 of
the Employee's eligible salary for a calendar year.
o In lieu of receiving a distribution from The General Motors Enhanced
Variable Pay Plan for Salaried Employees in the United States (the
"Variable Pay Plan"), an Employee may elect to have the Corporation
contribute, as Deferred Savings to the extent permissible under tax law,
up to 100%, in 10% increments, 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 100% of the
Flexible Compensation Payment as Deferred Savings until the tax deferral
legal limit is reached and then any remaining portion of such payment will
be contributed as Regular Savings to the extent permissible under tax law.
o An employee age 50 or older, or who will attain age 50 by the end
of the calendar year, and who is contributing at least 6% of
their eligible monthly base salary to their account, may be
eligible to make "catch-up" contributions to their account. A
catch-up contribution may only be made on a "pre-tax" basis up to
the annual limit ($4,000 in 2005) set forth by the Internal
Revenue Service the "IRS"), and only after a tax law limit has
been reached, such as the 401(k) annual contribution limit
($14,000 in 2005).
6
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
o Basic Savings as defined by the Program are Employee savings
(Regular and/or Deferred Savings) up to 6% of an Employee's
eligible monthly base salary. One-half of an Employee's Basic
Savings up to 6% is required to be invested in GM $1-2/3 Par
Value 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 Program's investment options with
the exception of those funds which are restricted from new
contributions as described in the plan documents.
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 50% for 2005 of eligible monthly base salary for any
calendar year. The sum of all six of the above-described methods of
contribution may only exceed the above percentages of eligible salary by an
amount equal to the payout under the Variable Pay Plan, the Flexible
Compensation Payment, and the catch-up contributions. As defined in the
Program document, the Corporation's total matching contribution will be based
on the Employee's Basic Savings contribution. In the first quarter 2005, the
GM matching contribution was 50% of Basic Savings and from April 1, 2005
through December 31, 2005, it was reduced to 20%.
EMPLOYER CONTRIBUTIONS - The Corporation's contributions described below are
invested in the GM $1-2/3 Par Value Common Stock Fund. Once these
contributions are invested in the Fund 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". The Required Retention Period was
eliminated effective January 1, 2006.
o GM Matching Contributions - As defined in the Program document,
the Corporation's matching contribution will be based on the
Employee's Basic Savings contribution. For the first quarter in
2005, this matching contribution was 50% of eligible
contributions. On April 1, 2005, the GM matching contributions
were reduced to 20% until December 31, 2005. Effective January
1, 2006, the GM matching contributions were suspended for the
2006 calendar year.
o GM 1% Benefit Contribution - An Employee hired on or after
January 1, 1993 will automatically have a Corporation
contribution amount equal to 1% of the Employee's eligible
monthly base salary credited each pay period 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
contributions and earnings thereon vest immediately on allocation to the
employee's account except for employees with less than three years of
credited service for whom Corporation contributions and related earnings vest
on January 1 following the calendar year in which such contributions or
earnings are credited. Forfeitures are used to offset future employer
contributions.
FUND EXCHANGES - Participants may exchange funds between investment options
on any business day on which the New York Stock Exchange is open ("Business
Day"). However, employer contributions required to be invested in the GM
$1-2/3 Par Value Common Stock Fund may not be exchanged until completion of
the Required Retention Period. The Required Retention Period was eliminated
effective January 1, 2006.
7
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
PARTICIPANT WITHDRAWALS - A participant may withdraw Deferred Savings in
their account at any time after attaining age 59-1/2. Prior to age 59-1/2,
Regular Savings may be withdrawn at any time, however, Deferred Savings may
only be withdrawn because of termination of employment, retirement, 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
reason for a hardship distribution must conform to conditions required by 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.
PAYMENT OF BENEFITS - Upon termination of employment, a participant may
elect to leave his or her assets in the program or take a distribution in
accordance with the program provisions equal to the value of the
participant's vested assets in his or her account.
PLAN ADMINISTRATION - The Corporation pays certain costs of Program
administration.
INVESTMENT OPTIONS - The Corporation's contributions are invested in the GM
$1-2/3 Par Value Common Stock Fund. One-half of an Employee's Basic Savings
up to 6% is required to be invested in GM $1-2/3 Par Value 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 investment options in
the program of which there are approximately 70.
DESCRIPTION OF THE COMPANY STOCK FUND:
General Motors $1-2/3 Par Value Common Stock Fund - Under this investment
option, employer and any employee contributions are invested by the Trustee
primarily in General Motors common stock. Each unit represents a
proportionate interest in all of the assets of the GM $1-2/3 Par Value Common
Stock Fund. The number of units credited to each participant's account within
an applicable plan will be determined by the amount of the participant's
contributions and the purchase price of a unit in the GM $1-2/3 Par Value
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. The return on a participant's investment is based
on the value of units, which, in turn, is determined by the market price of
GM common stock, the amount of any dividends paid thereon, and by interest
earned on short-term investments held in the fund.
Each participant directs the Trustee how to vote common stock shares
allocated to his or her account. The Trustee will exercise voting rights with
respect to those shares for which direction has not been received by the
required deadline.
PARTICIPANT LOANS - Participants may borrow once per year from both their
deferred savings and regular 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 prime lending rate as of the previous quarter-end established by the Wall
Street Journal and will apply to all new loans issued. Loan repayments are
generally made through after-tax payroll deductions and are invested in the
same discretionary investment options that the participant originally
selected for their savings contributions. Interest paid on a loan 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. Balances of participant loans were $233 million and $247 million as
of December 31, 2005 and 2004, respectively.
8
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
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 accounting
principles generally accepted in the United States of America using the
accrual method of accounting.
o Investments are stated at fair value, except for
benefit-responsive investment contracts, which are stated at
contract value. Fair values are calculated by reference to
published market quotations, where available; where not available
for certain common and collective trusts, various bases, are used
in determining estimates of fair values. Contract value
represents contributions and withdrawals made under the
investment contracts, plus credited earnings, which are net of
expenses charged to the synthetic 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 Distributions to participants are recorded upon distribution.
USE OF ESTIMATES - The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, and changes therein, and disclosure
of contingent assets and liabilities. Due to the inherent uncertainty
involved in making estimates, actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES - The Program and master trust utilize various
investment instruments including U.S. Government Securities, corporate debt
instruments, and corporate stocks. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and those changes could
materially affect the amounts reported in the financial statements.
C. INVESTMENTS
All of the investments in the Program are held in the General Motors Savings
Plans Master Trust (the "Master Trust") as more fully described in Note D.
The investment in the Master Trust is both participant-directed and
non-participant directed.
The synthetic guaranteed investment contracts ("Contracts") owned by the
Program and held in the Master Trust are recorded at contract value and are
fully benefit-responsive in accordance with the American Institute of
Certified Public Accountants' Statement of Position 94-4, "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans". The Contracts are included in the financial
statements at contract value as reported to the Master Trust by the insurance
company. Contract value represents contributions and withdrawals made under
the contract, plus credited earnings, which are net of expenses charged to a
contract. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. Contract value
9
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
of such Contracts approximates fair value as of December 31, 2005 and 2004.
Synthetic guaranteed investment contracts operate similarly to a separate
account investment contract, except that the assets are placed in a trust
(with ownership by the Master Trust) rather than a separate account of the
contract issuer.
The Contracts provide for prospective crediting interest rate adjustments
based on the interest earnings and fair value of the underlying trust assets.
The crediting interest rates are reset quarterly and the Contracts include
wrappers that provide that the crediting interest rates cannot be less than
zero. The crediting rate of the synthetic investment contracts as of December
31, 2005 and 2004, was approximately 5.30% and 4.79%, respectively. The
wrappers are entered into by the Master Trust to stabilize the income
generation of the Fund.
The average yield for the synthetic investment contracts within the Promark
Income Fund was approximately 4.7% and 4.5% for the year ending December 31,
2005 and 2004, respectively. There are no reserves against the contract value
for credit risk of the contract issuer or otherwise.
D. THE MASTER TRUST
The Corporation established the Master Trust pursuant to a trust agreement
between the 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 as of December 31,
2005 include the following:
o General Motors Savings-Stock Purchase Program for Salaried
Employees in the United States ("S-SPP")
o General Motors Personal Savings Plan for Hourly-Rate Employees in
the United States
o General Motors Income Security Plan for Hourly-Rate Employees
Each participating employee benefit plan has an undivided interest in the net
assets and changes therein of each of the Master Trust investment options in
which the respective plan participates.
The net investment income of the commingled Master Trust investment funds is
allocated by the trustee to each participating plan based on that plan's
interest in each commingled Master Trust investment fund, as compared with
the total interest of all the participating plans, in each commingled Master
Trust investment fund at the beginning of the month. For all other investment
options, the net investment income is separately earned by the respective
employee benefit plan, and is thus recorded separately in the accounting
records of the respective plan.
As of December 31, 2005 and 2004, the Program had approximately 57% and 59%
interest in the Master Trust, respectively.
10
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
The net assets available for benefits of the Master Trust at December 31,
2005 and 2004, are summarized as follows (dollars in thousands):
ASSETS: 2005 2004
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Investments at fair value:
General Motors Corporation $1-2/3 par
value common stock $1,408,635 $3,205,807
Electronic Data Systems common stock 42,138 50,565
Delphi Corporation common stock 154,272
News Corporation Preferred ADS 52,867 90,707
DIRECTV Group common stock 214,317 369,937
Raytheon common stock 64,961 78,749
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Total common stock 1,782,918 3,950,037
Mutual funds 7,715,576 7,157,159
Common and collective trusts 3,346,582 3,263,963
Loan funds 661,909 673,653
Other 103,905 137,688
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Total investments at fair value 13,610,890 15,182,500
Investments at contract value -
Guaranteed Investment Contracts 6,628,191 6,542,452
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Total investments 20,239,081 21,724,952
Receivables-
Accrued investment income 95 81
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Total receivables 95 81
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Total assets $20,239,176 $21,725,033
========= =========
LIABILITIES-
Due to broker for securities purchased 2,203 1,590
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $20,236,973 $21,723,443
========== ==========
11
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
The net investment loss of the Master Trust for the year ended December 31,
2005 is summarized as follows (dollars in thousands):
Income from guaranteed investment contracts $333,792
Interest 31,773
Dividends 152,276
Net appreciation (depreciation) in fair value
of investments:
General Motors Corporation $1-2/3 par
value common stock (1,378,802)
Other common stock (188,114)
Mutual funds 737,103
Common and collective trusts 243,497
--------
Total net depreciation (586,316)
--------
Total net investment loss $(68,475)
========
E. TRANSFERS
On April 12, 1999, the GM Board of Directors approved the complete separation
of Delphi by means of a spin-off, which was completed on May 28, 1999. Prior
to the spin-off, GM established the Delphi Savings-Stock Purchase Program
(the "Delphi Program"), modeled after the GM Program. On May 28, 1999, for
those employees who elected to do so, assets representing Delphi
participants' holdings in the GM Program were transferred and reinvested
under the corresponding investment options in the Delphi Program. As a result
of the separation, the Delphi Program was separated from the GM Program, and
is now administered by Delphi as a separate program. On a very limited basis,
participants may elect to transfer their holdings between the Delphi and GM
Program.
F. TERMINATION
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
Program termination, if any, would not affect a participant's interest in
assets already in the Program.
G. FEDERAL INCOME TAX STATUS
By letter dated April 3, 2000, the IRS has determined and informed the
Corporation that the Program is 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. On June 19, 2006 the
Corporation filed with the IRS a request for an updated IRS determination
letter covering the recent amendments to the Program. 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.
12
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
H. RELATED PARTY TRANSACTIONS
The Program and Master Trust enter into certain related party transactions.
These generally include investments with trustees, fund managers, the
Corporation and its subsidiaries. Such transactions are within the scope of
the investment guidelines.
I. NOTABLE EVENTS
o Effective December 15, 2005 the Delphi Common Stock fund was discontinued
as an investment option under the Program, and any remaining assets in the
Fund on that date were transferred to the Promark Income fund. The
Program had a realized loss from the Delphi Common Stock fund of
approximately $93 million.
J. SUBSEQUENT EVENTS
o Effective January 1, 2006, the provision requiring employee and
employer contributions to be invested in the GM $1-2/3 Par Value
Common Stock for the Required Retention Period was eliminated.
Additionally, the plan removed the Required Retention Period
provision which required that GM contributions be invested in GM
$1-2/3 Par Value Common Stock and remain in the Fund for the
calendar year. GM contributions continue to be invested in the
GM $1-2/3 Par Value Common Stock, however, Participants may
exchange out of this Fund into any of the available investment
options in the Program at any time.
o Effective January 1, 2006, the Program's employer matching contribution
was suspended. This change will not impact the 1% Benefit Contribution.
GM's matching contributions continue to be subject to change at GM's
discretion.
o Effective January 1, 2006, the definition of acceptable reasons for
Financial Hardship has been expanded by the Internal Revenue Service to
include covered expenses for (1) funeral expenses for deceased parents,
spouses, children, or dependents and (2) for repairs to a principal
residence due to casualty loss (as provided under IRS regulations).
o Effective February 7, 2006, the GM Board of Directors reduced the
quarterly dividend on GM $1-2/3 Par Value Common Stock by 50% from its
prior level of 50 cents per quarter, or $2 per year, to 25 cents per
quarter, or $1 per year.
o Effective July 1, 2006, all eligible salaried employees will have
the opportunity to participate in the S-SPP Roth savings
feature. The S-SPP Roth savings feature will allow participants
to contribute after-tax dollars and make tax-free withdrawals
including all Roth contributions and earnings thereon, if certain
provisions are met. As a result of the S-SPP Roth savings
feature, employees will have an additional choice on how their
contributions should be allocated to their S-SPP account.
o Effective January 1, 2007, the Corporation will reinstate the GM matching
contributions at 50% for each dollar an employee contributes up to 4% of
Eligible Base Salary. The definition of "Basic Savings" will be modified
to include Employee savings (Regular and/or Deferred savings) up to 4%
(reduced from 6%) of an Employee's eligible monthly base salary.
13
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Concluded
o Effective January 1, 2007, for employees with a length of service date on
or after January 1, 2001, the Corporation will automatically contribute an
amount equal to 4% of eligible base salary to the S-SPP on a semi-monthly
basis. This contribution will be made regardless of whether the employee
is voluntarily contributing to the S-SPP. This contribution will be called
the 4% GM Retirement Contribution.
o Effective March 30, 2007, the following four RESTRICTED FUNDS will be
removed as investment options from the S-SPP. Any assets in these
RESTRICTED FUNDS as of March 30, 2007 will be transferred automatically to
the Promark Income Fund.
o DIRECTV Group Common Stock Fund
o News Corporation Non-Voting Common Stock Fund
o Electronic Data Systems Corporation Common Stock Fund
o Raytheon Company Common Stock Fund
14
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Form 5500, SCHEDULE H, Part IV, Line 4i- Schedule of Assets
(Held at End of Year) DECEMBER 31, 2005 (dollars in thousands)
Identity of Issuer, Borrower, Lessor or Similar Party Current Value
* Participant loans, maturing through
December 31, 2010 with rates ranging
from 4.0% and 9.5% $233,457
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* Denotes parties-in-interest
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