THE VAUXHALL MOTORS LIMITED PENSION PLAN · The Vauxhall Motors Limited Pension Plan C O N T E N T...

THE VAUXHALL MOTORS LIMITED

PENSION PLAN

Report and Financial Statements For the Year Ended 31 December 2015

Registration Number 10000400

The Vauxhall Motors Limited Pension Plan

C O N T E N T S

Trustee and Advisers 1

Trustee report 2 - 8

Investment Report 5 - 7

Statement of Trustee’s Responsibilities 8

Independent Auditors’ Report 9 - 10

Fund Account 11

Statement of Net Assets Available for Benefits 12

Notes to the Financial Statements 13 - 23

Independent Auditors’ Statement about Contributions 24

Summary of Contributions 25

Report of the Actuary 26

Members’ Information 27

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Appendix:

The GM (UK) Common Investment Fund Report & Financial Statements for the year ended 31 December 2015

1


TRUSTEE AND ADVISERS Participating Companies General Motors UK Limited

IBC Vehicles Limited

Vauxhall Recreation Club

Vauxhall Motors Sports and Social Club

Trustee GM (U.K.) Pension Trustees Limited

Directors of the Trustee

- Member Nominated C. Weatherston (Vice Chairman)

I. Bruce

J. Kennedy

G. Taylor

G. Weaver

- Company Nominated R. Assinder (Chairman)

P Croxford (resigned 29th April 2016)

R. Harris (resigned 29th April 2016)

M. Caporicci (appointed 29th April 2016)

J. Highnam (appointed 29th April 2016)

A. Coletto (appointed 29th April 2016)

D Borland (resigned 29th April 2016)

P. Millward (resigned 10th June 2015)

C Thexton (appointed 10th June 2015)

Secretary to the Plan M. P. McDonald

Actuary S. Keller – Aon Hewitt

Solicitors Slaughter and May LLP

Eversheds LLP

Independent Auditors PricewaterhouseCoopers LLP

Bankers Lloyds Bank Plc.

Investment Manager GM Investment Trustees Limited

Investment Consultants Lane, Clark & Peacock LLP

Plan Administration General Motors UK Limited

Griffin House, Osborne Road

Luton, Bedfordshire LU1 3YT

Covenant Consultants Penfida Partners LLP

AVC Providers FIL pensions Management (“Fidelity”)

Prudential Corporation


2

Trustee report for the year ended 31 December 2015

The Trustee of The Vauxhall Motors Limited Pension Plan (the “Plan”) presents its annual report together with the investment report, actuarial statements and certificates, summary of contributions and financial statements for the year ended 31 December 2015.

Plan Advisers

There are written agreements in place between the Trustee and each of the Plan advisers listed on page 1

and also with the principal company – General Motors UK Limited (the “Company”).

Management of the Plan

The Trustee Directors of the Plan, GM (U.K.) Pension Trustees Limited (the “Trustee”), are a mixture of

Company appointed Trustees and Member Nominated Trustees. The Plan rules contain provisions for the

appointment and removal of the Trustee. The GM (UK) Board Directors appoint and remove the Company

appointed Trustees. The Member Nominated Trustees are appointed every six years via a ballot of the Plan

members. The GM (UK) Directors can remove these Trustees if their conduct is deemed unsuitable to their

duties. The names of the current Trustee Directors are included on page 1.

The Trustee met on 7 occasions during the year.

During 2015, three Trustee Directors, G. Weaver, P.Millward and G. Taylor, received a pension from the Plan.

All other Trustee Directors except C. Thexton are active members of the Plan.

Risk Management and Internal Controls

The Trustee has overall responsibility for internal controls and risk management. They are committed to identifying, evaluating and managing risk and to implementing and maintaining control procedures to reduce significant risks to an acceptable level. In order to meet this responsibility the Trustee has adopted a risk policy. The objective of this policy is to limit the exposure of the Trustee, and the assets that it is responsible for safeguarding, to business, financial, operational, compliance and other risks where possible.

The Trustee has created a Risk Register which is reviewed regularly. The purpose of the Risk Register is to:

highlight the scope of risk to which the Plan is exposed from the Trustee’s perspective;

rank those risks in terms of likelihood and impact; and

identify management actions that are either currently being taken, or that are believed should be taken, in

order to mitigate the identified risk to an acceptable level.

The Trustee is aware of the potential for ‘Pensions Liberation Fraud’ whereby members’ pensions are

transferred, at their request, to bogus pension schemes. The Trustee has put in place additional controls to

reduce the risk of pension liberation fraud including providing information on pension liberation fraud to all

members who request a pension transfer. Members should be aware that pension liberation fraud is a very

real risk and should consider with some scepticism any approaches from companies promoting pension

transfers and consider very carefully the potential implications before requesting a transfer.

Trustee Training

The Pensions Act 2004 requires trustees to have knowledge and understanding of pension legislation, investments, the Plan’s trust deed and rules, their statement of investment principles, the statement of funding principles and other documentation that sets out administration policy in relation to the scheme. A training log has been established by the Trustee and each Director is responsible for reporting to the Plan secretary the modules of the Pensions Regulator’s toolkit they have completed and which additional training programmes they have attended. During the year Trustee Directors have attended training courses/events held by the Plan Advisers.


3

Trustee Report for the year ended 31 December 2015 (cont’d)

Actuarial Valuation

Under section 222 of the Pensions Act 2004, every scheme is subject to the Statutory Funding Objective, which is to have sufficient and appropriate assets to cover its technical provisions, which represent the present value of benefits to which members are entitled based on pensionable service to the valuation date. This is assessed at least every 3 years using assumptions agreed between the Trustee and the employer and set out in the Statement of Funding Principles, a copy of which is available to Plan members on request.

As required by Financial Reporting Standard 102, “The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland” (FRS 102), the financial statements do not include liabilities in respect of promised retirement benefits.

The Trustee must obtain an actuarial valuation of the Plan at least once every three years, to determine the funding level and to provide the basis for it to agree the Schedule of Contributions with the employer. The last actuarial valuation of the Plan was carried out as at 1 January 2014.

The results of the valuation form the basis for decisions about contributions to the Plan for future service benefits. The actuary works out if the assets currently in the Plan are sufficient to pay the past service benefits that have already accrued. To do this, he uses many assumptions and these are agreed between the Trustee and the Company. If there is a shortfall in the Plan for the past service benefits, the Trustee negotiates with the Company to agree a plan to achieve a fully funded status.

The latest valuation as at 1 January 2014 reported a shortfall of just over £748.3m, equal to a funding ratio of 65.5%. On a buy-out basis, the shortfall was measured at £1,455.2m or a funding ratio of 49.4%. The higher than expected deficit was partly due to increased allowance for future improvements in life expectancy and returns on investments being lower than expected.

The Trustee and the Company agreed that the Company will continue to pay contributions to the Plan at the rate of £12.88m per year, from January 2014 but that these will increase at twice the annual increase in the RPI up to 10%. From 1 January 2014 the Company will pay an additional £47.614m per annum increasing the same way as the £12.88m. In addition, the Company will pay the annual levy due to the Pension Protection Fund.

These arrangements were formalized in a schedule of contributions which the Plan Actuary certified on 31 March 2016.

The actuarial method used in the calculation of the technical provisions is the Project Unit Method with a twelve year control period. For the actuarial valuation the assumptions vary depending on when the expected payment is made i.e. they are “term dependent”. As a result all the factors affecting the value of future liabilities such as the discount rate, RPI inflation, CPI inflation, salary increases and pension increases have varied over the period during which the liabilities are expected to arise. The actuaries have used a table of assumptions for the factors mentioned above.

The principal assumptions underlying the ongoing valuation were: the discount rate, set at the Fixed- interest gilt yield curve plus 0.5% p.a, RPI inflation set as RPI inflation yield curve less an inflation risk premium of 0.2% p.a and CPI inflation as RPI assumption less 0.8% p.a. Mortality assumptions have been revised to reflect the CMI 2013 core projection with long term improvement rate of 1.5% p.a. for males and females. The life expectancy for current age 65 years is 87.2 years (males) and 89.6 years (females) and for current age 45 years is 89.4 years (males) and 91.9 years (females).

A funding update as at October 2015 showed that the Plan had a funding ratio of approximately 58%. The reduction in the funding ratio is mainly due to the changes in market conditions although this has been partially offset by contributions paid.

The next valuation of the Plan will be carried out as at 1 January 2017.


4

Trustee report for the year ended 31 December 2015 (cont’d)

Plan Membership

Actives Deferred Pensioners Beneficiaries Total

At 1 January 2015 2,606 4,924 6,215 1,562 15,307

Adjustment to opening 16 - - - 16

Leavers

to Deferred (34) 34 - - -

Transfer out (2) (16) - - (18)

Retirements (17) (95) 112 - -

Deaths (3) (10) (178) (61) (252)

Dependants pensions - - - 122 122

Childs pension - - - 1 1

Childs pension ceased - - - (1) (1)

At 31 December 2015 2,566 4,837 6,149 1,623 15,175

The adjustment to opening membership numbers results from a combination of data cleansing and changes in business operations during the year.

Pension Increases

For service from 1 January 1992 to 5 April 2005, the increase was the lower of 5% or the RPI; for service thereafter

the cap is reduced to 2.5%p.a.

The Plan is also required to increase GMP rights accrued after 5 April 1988 once they are in payment. The

increase must be in line with the increase in RPI (as measured in September) to a maximum of 3%.

The increases paid in excess of the GMP in April 2015 were:

1992 to 2005 service 1.6%

Post 2005 service 1.6% The post-88 GMP increase was 2.7%.

Review of Financial Development of the Plan

The financial statements of the Plan have been prepared and audited in accordance with regulations made under section 41(1) and (6) of the Pensions Act 1995.

Further Information

Details of investment performance are included in the investment report. Requests for additional information about

the Plan generally, or queries relating to members' own benefits, should be made to the Plan administrator, whose

address appears on page 1 of this report. Further information for members is included in members’ information

section.


5


Transfer Values

Following the publishing of regulations on transfer values in April 2008 and the receipt of an insufficiency report from the Plan Actuary, the Trustee decided to reduce transfer values to reflect the underfunding in the Plan and the uncertainty in the covenant of the sponsoring employers. The reduction varies on a monthly basis as advised by the Actuary. As at December 2012, the Actuary estimated that full transfer values will be payable by 31 December 2021.

“SMART” Pensions

Members contributions are made under a salary sacrifice plan, known as “SMART”, whereby members’ pay is

reduced by the amount of their pension contributions and the contributions are paid to the Plan directly by the

Company.

Investment Report The Plan participates in The GM (UK) Common Investment Fund (“CIF”) the generic name for fifteen sub funds. The CIF holds investments on behalf of the Plan and is administered by a corporate trustee, GM Investment Trustees Limited “GMITL”, which appoints independent investment managers to manage the investments.

The sub fund structure allows individual funds to operate with different investment strategies and each

participating fund holds differing percentages of its assets in each asset class. The Trustee has delegated the

responsibility for determining the extent to which the investment policy of a given sub fund should take into

account social, environmental and ethical factors in the selection, retention and realisation of the investments

in that sub fund to GMITL. In making such decisions GMITL is to act in the best financial interests of the

Pension Plan considering the Plan Trustee’s policy of exercising the rights, including voting rights attached to

its investments, in the best interests of the participating plans.

Details of investments and a financial review are set out in the report and financial statements of the CIF which

form an integral part hereof.

Investment Objectives

In accordance with section 35 of the Pensions Act 1995, the Trustee has agreed a statement of investment principles

(“SIP”). A copy of the SIP can be obtained from the Secretary to the Plan.

The Trustee wishes to ensure that the Plan can meet its obligations to the beneficiaries while recognising the cost implications to the participating companies of pursuing excessively conservative investment strategies. The objectives of the Plan, as set out in the SIP, are defined as:

1. The Plan should be able to meet benefit payments as they fall due

2. The Plan’s funding position (i.e. the value of its assets relative to the assessed value of its liabilities) should achieve and maintain an appropriate level in the long term.


6


Asset Allocation

It is current policy for an asset/liability study to be conducted on a triennial basis.

The strategic asset allocation as at 31 December 2015 was:

Asset Allocation

%

UK Equities 13.5

International Equities 27.0

Emerging Market Equities 4.5

Liability Driven Investment 5.0

International Hedged Fixed Interest Bonds 20.0

Property 15.0

Diversified Growth 10.0

Alternative Investments 5.0

100.0

The Asset Allocation for the Plan has been revised in 2016. In the new Asset Allocation the assets are split

between two classes - Risk Return Assets and Matching Assets. The split commences at 75% Return

Seeking assets to 25% Matching Assets. The assets will be progressively de-risked by increasing the

Matching Assets with a corresponding decrease in the Return Seeking Assets. Triggers points for de-risking

have been set by the Trustee in agreement with the Principal Employer.

The initial split of each class is as follows:

Return Seeking Assets

Matching Assets

Equities 45.0% Corporate Bonds 12.5%

DGF 15.0% LDI 12.5%

Property 15.0%

The Trustee has signed an investment management agreement with GMITL, covering GMITL’s role in controlling the asset allocation for the Plan, and aiming to add value through tactical asset allocation.

As required, additional contributions to the Plan are invested in new units in the various sub funds or if cash is required to pay pensions or other benefits, units are liquidated from the sub funds. Wherever possible, GMITL tries to match any transactions with other pension plans in the CIF to minimise transaction costs.

Custody

Appropriate steps have been taken to safeguard the assets of the Plan. Details of the custody

arrangements for the majority of the assets which are held in the CIF are set out in the report and financial

statements of the CIF.


7


Investment Performance

The Plan returns are measured against a scheme specific blended return. During 2015, markets were positive

and the Plan’s overall return was 4.3% before fees, an out performance of 0.3% against the benchmark. The

three year annualised return of 8.9% was 0.6% above benchmark whilst the five year return was 0.4% above

benchmark.

Total Rates of return For Periods ended 31/12/2015

(annualised)

1 year 3 years 5 years

% % %

Plan returns 4.30 8.90 7.30

Benchmark 4.00 8.30 6.90

Out/(under)- performance 0.30 0.60 0.40

Market reports and detailed analysis of the CIF performance are set out in the report and financial statements of the CIF.

Employer-Related Investments

As at 31 December 2015 the Plan held an investment in General Motors Company through its holdings in the CIF. The holdings are detailed in the Employer related investments note in the Notes to Financial Statements section.


8


Statement of Trustee’s Responsibilities

Trustee’s responsibility in respect of the financial statements

The financial statements, which are prepared in accordance with UK Generally Accepted Accounting Practice,

including the Financial Reporting Standard applicalbe in the UK and Republic of Ireland (“FRS 102”), are the

responsibility of the Trustee. Pension scheme regulations require the Trustee to make available to Plan members,

beneficiaries and certain other parties, audited financial statements for each Plan year which :

show a true and fair view of the financial transactions of the Plan during the Plan year and of the amount and disposition at the end of the Plan year of its assets and liabilities, other than liabilities to pay pensions and benefits after the end of the Plan year;

state whether applicable United Kingdom Accounting Standards, including FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; and

contain the information specified in Regulations 3 and 3A of the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996.

The Trustee is responsible for supervising the preparation of the financial statements and for agreeing suitable

accounting policies, to be applied consistently, making any estimates and judgements on a prudent and reasonable

basis.

The Trustee is also responsible for making available certain other information about the Plan in the form of an

annual report.

The Trustee also has a general responsibility for ensuring that adequate accounting records are kept and for taking

such steps as are reasonably open to it to safeguard the assets of the Plan and to prevent and detect fraud and

other irregularities, including the maintenance of an appropriate system of internal control.

Trustee’s responsibility in respect of contributions

The Trustee is responsible under pensions legislation for preparing, and from time to time reviewing and if

necessary revising, a schedule of contributions showing the rates of contributions payable towards the Plan by or

on behalf of the employer and the active members of the plan and the dates on or before which such contributions

are to be paid.

The Trustee is also responsible for keeping records in respect of contributions received in respect of any active

member of the Plan and for adopting risk-based processes to monitor whether contributions that fall due to be paid

are paid into the Plan in accordance with the schedule of contributions.

Where breaches of the schedule occur, the Trustee is required by the Pensions Acts 1995 and 2004 to consider

making reports to the Pensions Regulator and to members.

Trustee: GM (U.K.) Pension Trustees Limited Signature: Name (Trustee Director):

…………………………………… 2016


9

Independent Auditors’ Report to the Trustee of The Vauxhall Motors Limited Pension Plan

Report on the financial statements

Our opinion

In our opinion, The Vauxhall Motors Limited Pension Plan’s financial statements:

show a true and fair view of the financial transactions of the Plan during the year ended 31 December 2015, and of the amount and disposition at that date of its assets and liabilities, other than liabilities to pay pensions and benefits after the end of the year;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

contain the information specified in Regulation 3 and 3A of the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, made under the Pensions Act 1995.

What we have audited

The Vauxhall Motors Limited Pension Plan’s financial statements comprise:

the statement of net assets available for the benefits as at 31 December 2015;

the fund account for the year then ended; and

the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable

law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice),

including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.

In applying the financial reporting framework, the Trustee has made a number of subjective judgements, for

example in respect of significant accounting estimates. In making such estimates, it has made assumptions and

considered future events.

Responsibilities for the financial statements and the audit

Our responsibilities and those of the Trustee

As explained more fully in the statement of Trustee’s responsibilities, the Trustee is responsible for the preparation

of the financial statements and being satisfied that they show a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law

and International Standards on Auditing (UK & Ireland) (“ISAs (UK & Ireland)”). Those standards require us to

comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinion, has been prepared for and only for the Trustee as a body in accordance with

section 41 of the Pensions Act 1995 and for no other purpose. We do not, in giving this opinion, accept or assume

responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may

come save where expressly agreed by our prior consent in writing.


10

Independent Auditors’ Report to the Trustee of The Vauxhall Motors Limited Pension Plan (cont’d)

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the

amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial

statements are free from material misstatement, whether caused by fraud or error. This includes an assessment

of:

whether the accounting policies are appropriate to the Plan’s circumstances and have been consistently applied and adequately disclosed;

the reasonableness of significant accounting estimates made by the Trustee; and

the overall presentation of the financial statements.

We primarily focus our work in these areas by assessing the Trustee’s judgements against available evidence,

forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information using sampling and other auditing techniques to the extent we consider necessary

to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness

of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the annual report to identify material

inconsistencies with the audited financial statements and to identify any information that is apparently materially

incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the

audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications

for our report.

PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London

Date


11

Fund account for the year ended 31 December 2015

Notes Year Ended Year Ended

31-Dec-15 31-Dec-14

£'000 £'000

Contributions and benefits

Employer contributions 4 82,757 82,336

Employee contributions 4 3,548 3,049

Total contributions 86,305 85,385

Other income 5 498 116

86,803 85,501

Benefits 6 76,234 75,603

Payments to and on account of leavers 7 104 32

Transfers to other plans 8 2,716 2,350

Other payments 10 233 134

Administrative expenses 9 9,240 10,410

88,527 88,529

Net withdrawals from dealings with members (1,724) (3,028)

Net returns on investments

Investment income 11 9 5

Change in market value of investments 13 62,439 125,562

Investment management expenses 12 (39) (40)

Net returns on investments 62,409 125,527

Net increase in the Plan 60,685 122,499

Opening net assets of the Plan

1,598,692

1,476,193

Closing net assets of the Plan

1,659,377

1,598,692

The notes on pages 13 to 23 form an integral part of these financial statements.


12

Statement of Net Assets Available for Benefits as at 31 December 2015

Notes 31-Dec-15 31-Dec-14

£'000 £'000

Investment Assets

Pooled investment vehicles

UK Equity Sub Fund 13,14 220,798 89,526

International Equity Sub Fund 13,14 432,169 448,225

Emerging Market Equity Sub Fund 13,14 74,092 60,655

Index-Linked Bonds Sub Fund 13,14 8 8

International Bonds Sub Fund 13,14 313,093 297,097

Property Sub Fund 13,14 226,470 198,221

Cash Sub Fund 13,14 838 6,134

Diversified Growth Fund 13,14 156,323 150,616

Vauxhall LDI sub Fund 13,14 96,664 213,302

Alternative Investments Sub Fund 13,14 74,798 72,495

AVC investments 17 61,309 58,369

1,656,562 1,594,648

Current assets 18 4,233 5,480

Current liabilities 19 (1,418) (1,436)

Net Current Assets 2,815 4,044

Total net assets available for benefits 1,659,377 1,598,692

The financial statements summarise the transactions of the Plan and deal with the net assets at the disposal of the

Trustee. They do not take account of obligations to pay pensions and benefits which fall due after the end of the

Plan year. The actuarial position of the Plan, which takes into account such obligations, is dealt with in the Report

of the Actuary on page 26 of the Annual Report and in the Trustee Report on page 3 and these financial statements

should be read in conjunction with this report.

The financial statements on pages 11 to 23 were approved by the Trustee on ………………………..2016

and are signed on their behalf by:

The Trustee: GM (U.K.) Pension Trustees Limited

Signature (Trustee Director): Name:


13

Notes to the financial statements for the Year ended 31 December 2015

1. General Information

The Plan was established on 31 July 1988 under, and is governed by, a Trust Deed and Rules, as amended. It is a registered pension scheme under the Finance Act 2004. The Plan is contracted-out of the Second State Pension (S2P).

The Plan is of the defined benefit type where pensions are determined by earnings levels and length of service. The Plan is contributory and provides retirement and dependants’ pensions. The Plan also provides death benefits, before and after retirement, and discretionary ill-health pensions.

The Plan was closed to new active members from 1 September 2012.

Full members were contracted-out of the State Second Pension; associate members were not contracted-out. Service after 6 April 1997 is contracted out using the “reference scheme test” basis introduced by the Pensions Act 1995 which requires the Plan actuary to certify that the Plan is expected to provide pensions for at least 90% of contributing members, which are at least as good as those under a reference scheme set out in the Pensions Act. Contracting out ceased from 5 April 2016.

2. Statement of Compliance

The individual financial statements of Vauxhall Motors Limited Pension Plan have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, Financial Reporting Standard (FRS) 102 – The Financial Reporting standard applicable in the UK and Republic of Ireland issued by the Financial Reporting Council (“FRS 102”) and the guidance set out in the Statement of Recommended Practice “Financial Reports of Pension Schemes” (Revised November 2014) (“the SORP”). The Plan has adopted FRS 102 in these financial statements for the first time. Details of the transition to FRS 102 are disclosed in note 23.

3. Summary of Accounting Policies

Currency

The Plan’s functional currency and presentational currency is pounds sterling (GBP).

Contributions

Normal contributions, both from the members and from the employer, are accounted for as they fall due under the schedule of contributions, the Plan rules and the recommendations of the actuary.

Employers’ augmentation contributions are accounted for in accordance with the agreement under which they are paid, or in the absence of such an agreement, when received.

Additional voluntary contributions from the members are accounted for in the month deducted from the payroll.

Employers’ deficit funding contributions (regular and additional) are accounted for in accordance with the agreement under which they are being paid or, in the absence of an agreement, on a receipt basis.

Employer contributions in respect of the PPF Levy are accounted for as they fall due under the schedule of contributions.

Benefits

Where members can choose whether to take their benefits as a full pension or as a lump sum with reduced pension, retirement benefits are accounted for on an accruals basis on the later of the date of retirement and the date the option is exercised.

Pension payments are made monthly and are accounted for on an accruals basis. Other benefits are accounted

for on an accruals basis on the date of death or leaving the Plan as appropriate.


14

Notes to the financial statements for the Year ended 31 December 2015

Summary of Accounting Policies (cont’d)

Transfers to and from other Plans

Transfer values represent the capital sums either receivable in respect of members from other pension plans or payable to the pension plans of new employers for members who have left the Plan. They are accounted for on an accruals basis on the date the trustees of the receiving scheme accepts the liability. The liability normally transfers when a payment is made, unless the trustees of the receiving scheme has agreed to accept the liability in advance of receipt of funds.

When there are group transfers, where the Trustee has agreed to accept the liability prior to the receipt, they are accounted for in accordance with the agreement.

Valuation and Classification of Investments

Investments in pooled unitised funds represent the Plan's share of the accumulated fund of the sub funds in which it invests, collectively known as The GM (UK) Common Investment Fund (CIF), calculated in accordance with the Trust Deed.

Units held in the unitised funds are valued at the bid price of the units. The price represents the underlying fair value of the respective investments. The bid offer spread in sub fund units for transaction purposes is arrived at taking in to account the value and transaction costs of trading in the underlying investments.

The financial statements of the CIF, attached as appendix to these financial statements, contain detailed accounting policies covering the valuation on the underlying investments held in the sub-funds.

Valuation of AVC’s with the Prudential Corporation is provided by Prudential and this includes the capital value of policies in payment, but excludes terminal bonuses.

The AVC funds offered by FIL Pensions Management (“Fidelity”) are Unit Trusts & Open Ended Investment Company (“OEIC”) funds and have a single price as valued by the investment manager FIL Investment Service (UK) Limited. During 2011 an extended range of eleven funds was determined with advice from Lane, Clark and Peacock LLP. Members are able to invest in any combination of the newer and original funds. A number of these funds are managed by non- Fidelity fund managers.

Investment Income

Interest on cash deposits and other investment income are accounted for on an accruals basis.

Administrative expenses

The administrative expenses of the Plan are paid by the Plan and accounted for on an accruals basis.

Investment management expenses

All trustee related expenses, including investment management expenses charged by the CIF trustee to the

pension plan in its capacity as the investment manager of the pension plans, have been charged to the CIF.

Acquisition costs are included in the purchase cost of investments. Investment and other related expenses of the

sub fund are paid by the appropriate sub funds and are borne by the Plan in proportion to its share therein

via the change in market value of the sub fund.


15

Notes to the financial statements for the Year ended 31 December 2015 (cont’d)

4 Contributions

2015 2014

£’000 £’000

Employer contributions

Normal 7,884 8,039

Regular 47,661 46,355

Additional regular 16,790 16,606

Sale of Chaul End contribution 1,714 -

Augmentations 796 1,663

PPF Levy 7,912 9,673

82,757 82,336

Employee contributions

Normal 133 139

Additional voluntary contributions 3,415 2,910

3,548 3,049

Total 86,305 85,385

Normal Employer and additional contributions represent contributions for active members. Regular contributions are deficit contributions being made by the employer until December 2025 on the advice of the Plan’s actuary and in accordance with the Plan’s recovery plan. These total £47.6m (2014: £46.4m). Employers’ augmentations are paid in respect of certain benefits to individuals. Chaul End contribution is a sale of land by GM(UK) triggering a payment to the Plan under a Memorandum of Understanding dated 28 March 2012.

5 Other income

2015 2014

£’000 £’000

Miscellaneous income 3 4

Insurance claims on death receivable 495 112

498 116

6 Benefits

2015 2014

£’000 £’000

Pensions 72,732 71,930

Commutations and lump sum retirement benefits 3,010 3,316

Lump sum death benefits 492 357

76,234 75,603

7 Payments to and on account of leavers

2015 2014

£’000 £’000

Refunds to members leaving service 96 29

Payments for members joining state scheme 8 3

104 32


16


8 Transfers to other plans

2015 2014

£’000 £’000

Individual transfers out to other plans 2,716 2,350

2,716 2,350

9 Administrative expenses

2015 2014

£’000 £’000

General Motors UK Ltd administration charges 342 403

Other administration and processing charges 4 9

Actuarial fees 165 274

Audit fees 15 14

Legal and other professional fees 334 239

Pensions Regulator /PPF levy 8,380 9,470

Miscellaneous expenses - 1

9,240 10,410

10 Other payments

2015 2014

£’000 £’000

Term Insurance 233 134

233 134

11 Investment income

2015 2014

£’000 £’000

Interest on cash deposits 9 5

9 5

12 Investment management expenses

2015 2014

£’000 £’000

Investment consultancy fees 39 40

39 40


17


13 Reconciliation of net investments

Investments in The GM (UK) Common Investment Fund

Value at 01.01.15

Purchases at cost

Sales Proceeds

Change in Market

Value Value at 31.12.15

£’000 £’000 £’000 £’000 £’000

UK Equity Sub Fund 89,526 130,692 (5,630) 6,210 220,798

International Equity Sub Fund 448,225 9,534 (53,950) 28,360 432,169

Emerging Markets Equity Sub Fund 60,655 22,083 - (8,646) 74,092

Index-Linked Bonds Sub Fund 8 - - - 8

International Bonds Sub Fund 297,097 12,682 - 3,314 313,093

Property Sub Fund 198,221 36,686 (23,252) 14,815 226,470

Cash Sub Fund 6,134 131,327 (136,532) (91) 838

Diversified Growth Sub Fund 150,616 4,775 - 932 156,323

VMLPP LDI Sub Fund 213,302 38 (130,649) 13,973 96,664

Alternative Investments Sub Fund 72,495 400 - 1,903 74,798

Pooled investment vehicles 1,536,279 348,217 (350,013) 60,770 1,595,253

AVCs - Prudential 47,333 2,709 (1,949) 1,240 49,333

AVCs - Fidelity 11,036 711 (200) 429 11,976

AVC Investments 58,369 3,420 (2,149) 1,669 61,309

1,594,648 351,637 (352,162) 62,439 1,656,562

NB: £ 3,420 k in ‘AVC Investments’ above differs from that disclosed in note 4 due to timing differences with regard to contribution

payments. All contributions received were invested at year end.

The change in market value of investments during the year comprises all increases and decreases in the market value of investments held at any time during the year, including profits and losses realised on sales of investments during the year and investment income received and receivable. The change in market value in the cash sub fund, where the unit value remains constant at £1, recognises the interest on cash deposits in the CIF offset by payment of investment management and other fees.

GM Investment Trustees Limited, the operator of The GM (UK) Common Investment Fund, is registered in the UK.

At 31 December 2015, the following investment holdings represented more than 5% of the net assets of the Plan.

Holding(%)

2015 2014

Fund

UK Equity Sub Fund 13.3 5.6

International Equity Sub Fund 26.0 28.0

Property Sub Fund 13.6 12.4

International Bonds Sub Fund 18.9 18.6

Diversified Growth Sub Fund 9.4 9.4

VMLPP LDI Sub Fund 5.8 13.3


18


14 Pooled investment vehicles

31-Dec-15 Units Bid Price 2015 2014

Value Value

£ £'000 £'000

Investment in the Sub Funds comprising the CIF at market value

Cash Sub Fund 837,898.19 1.000000 838 6,134

International Bonds Sub Fund 232,466,773.45 1.346828 313,093 297,097

Alternative Investments Sub Fund 65,940,312.11 1.134321 74,798 72,495

Diversified Growth Sub Fund 126,737,564.07 1.233441 156,323 150,616

Index-Linked Bonds Sub Fund 3,129.78 2.653188 8 8

International Equity Sub Fund 286,958,689.04 1.506032 432,169 448,225

Emerging Markets Equity Sub Fund 86,517,937.66 0.856379 74,092 60,655

VMLPP LDI Sub Fund 80,802,320.38 1.196297 96,664 213,302

Property Sub Fund 155,829,579.29 1.453319 226,470 198,221

UK Equity Sub Fund 162,209,685.09 1.361190 220,798 89,526

1,595,253

1,536,279

The investment in the CIF represents the Plan’s share of each of the pooled funds within the CIF calculated in accordance with the provisions of the CIF Trust Deed. Units held in the unitised funds at 31 December 2015 are valued at bid price of the sub fund except the Property sub fund which is valued on a NAV basis. The bid offer spread in sub fund units is arrived at taking in to account the value and transaction costs of trading in the underlying investments.

At 31 December 2015 the Plan held 81.61% (2014: 81.39%) of the total aggregate investment in the CIF. The financial statements of the CIF in the appendix set out details of the Plans’ investments as at 31 December 2015 and include details of the underlying holdings within the CIF sub funds.

19


15 Fair Value of Investments

FRS 102 requires the uses of the following hierarchy for the purposes of estimating and disclosing the fair value of investments. FRED 62, which led to an amendment to FRS 102 in March 2016, allowed the early adoption of revised Fair value hierarchy disclosures. The Trustee has chosen to adopt this guidance to classify the investments of the Plan. Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly. Level 3: Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability. Since the Plan is invested in the units of individual sub funds of the CIF, the sub fund units have been deemed to be the unit of account for fair value hierarchy. The asset levelling of the sub fund units reflects the marketability of the underlying investments as shown in the fair value hierarchy of the CIF financial statements, which are attached as an appendix to this document.

Fair Value Hierarchy Table

31-Dec-15

LEVEL

Pooled Investment Vehicles

1 2 3 Total

£'000 £'000 £'000 £'000

- The Cash Sub Fund - 838 - 838

- The International Fixed Interest Bonds Sub Fund - 313,093 - 313,093

- The Alternative Investments Sub Fund - - 74,798 74,798

- The Diversified Growth Sub Fund - 156,323 - 156,323

- The Index Linked Bonds Sub Fund - 8 - 8

- The International Equities Sub Fund - 432,169 - 432,169

- The Emerging Markets Equities Sub Fund - 74,092 - 74,092

- The VMLPP LDI Sub Fund - 96,664 - 96,664

- The Property Sub Fund - - 226,470 226,470

- The UK Equities Sub Fund - 220,798 - 220,798

Total Pooled Investment Vehicles - 1,293,985 301,268 1,595,253

AVC Investments

- Prudential - - 49,333 49,333

- Fidelity - 11,976 - 11,976

Total AVC Investments - 11,976 49,333 61,309

TOTAL INVESTMENTS - 1,305,961 350,601 1,656,562


20


15 Fair Value of Investments (cont’d)

31-Dec-14

LEVEL

Pooled Investment Vehicles

1 2 3 Total

£'000 £'000 £'000 £'000

- The Cash Sub Fund - 6,134 - 6,134

- The International Fixed Interest Bonds Sub Fund - 297,097 - 297,097

- The Alternative Investments Sub Fund - - 72,495 72,495

- The Diversified Growth Sub Fund - 150,616 - 150,616

- The Index Linked Bonds Sub Fund - 8 - 8

- The International Equities Sub Fund - 448,225 - 448,225

- The Emerging Markets Equities Sub Fund - 60,655 - 60,655

- The VMLPP LDI Sub Fund - 213,302 - 213,302

- The Property Sub Fund - - 198,221 198,221

- The UK Equities Sub Fund - 89,526 - 89,526

Total Pooled Investment Vehicles - 1,265,563 270,716 1,536,279

AVC Investments

- Prudential - - 47,333 47,333

- Fidelity - 11,036 - 11,036

Total AVC Investments - 11,036 47,333 58,369

TOTAL INVESTMENTS - 1,276,599 318,049 1,594,648

16 Investment Risks

Types of risk relating to investments FRS 102 requires the disclosure of information in relation to certain investment risks. Credit risk: this is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Market risk: this comprises currency risk, interest rate risk and other price risk.

Currency risk: this is the risk that the fair value or future cash flows of a financial asset will fluctuate because of changes in foreign exchange rates.

Interest rate risk: this is the risk that the fair value or future cash flows of a financial asset will fluctuate because of changes in market interest rates.

Other price risk: this is the risk that the fair value or future cash flows of a financial asset will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market.


21


In the Risk Table: ‘H’ represents ‘High Risk’, ‘M’ represents ‘Medium Risk’, ‘L’ represents ‘Low Risk’ and ‘N/A’ represents a situation where a type of risk is ‘Not Applicable’ to the investment concerned. Although the Plan is invested in sub fund units, the Trustee, while considering the Risk Table, has taken in to account the exposure to the various risks in the underlying investments. In that regard the Risk Table of the pension Plan reflects similar information as provided in the CIF financial statement, which is attached as an appendix to this document. The Trustee manages investment risks, including credit risk and market risk, within agreed risk limits which are set taking into account the Plan’s strategic investment objectives. These investment objectives and risk limits are implemented through the investment management agreements in place with GMITL (the Plan’s investment manager) and monitored by the Trustee by regular reviews of the investment portfolio. In order to perform their duties towards monitoring investment performance and investment risk the trustees of five GMUK pension plans have formed a ‘Joint Investment Sub Committee’. The remit of this sub-committee is to monitor investment performance and investment risk on an on-going basis and in this regard they met regularly during the financial year. In performance its duties towards monitoring and managing investment risk the trustee of each GMUK pension plan also takes advice from their investment consultant. Regular communication and close co-ordination with its investment manager (GMITL) ensures that there is a close control over investment risk.

Investment Risks Table

The following table summarises the extent to which the various classes of investments are affected by risks

Type of Risk Credit Currency Interest Price Value 2015

£’000

Value 2014

£’000

Pooled Funds - Bonds 313,101 297,105

Index Linked Bonds Sub Fund L L M L 8 International Fixed Interest Bonds Sub Fund M L M L 313,093

Pooled Funds - Equities 727,059 598,406

UK Equities Sub Fund L L L H 220,798

International Equities Sub Fund L M L H 432,169

Emerging Markets Equities Sub Fund L L L H 74,092

Pooled Funds - LDI 96,664 213,302

VMLPP LDI Sub Fund L L M L 96,664

Pooled Funds - Other 458,429 427,466

Alternative Investments Sub Fund L L L M 74,798

Diversified Growth Sub Fund L L L M 156,323

Property Sub Fund L L M M 226,470

Cash Sub Fund L L L L 838

AVC Funds 61,309 58,369

Prudential M M N/A H 49,333

Fidelity M M N/A H 11,976

Total Investments 1,656,562 1,594,648


22


17 AVC investments

The aggregate amount of AVC investment is as follows:

2015 2014

£’000 £’000

Prudential Corporation 49,333 47,333

FIL Pensions Management 11,976 11,036

61,309 58,369

The Trustee holds assets invested separately from the main fund in the form of insurance policies from Prudential Corporation or unit linked funds from FIL Pensions Management, securing additional benefits on a money purchase basis for those members electing to pay additional voluntary contributions. Members participating in this arrangement each receive an annual statement made up to 31 December confirming the amounts held to their account and the movements in the year.

18 Current assets

2015 2014

£’000 £’000

Contributions receivable – employers 526 1,665

Contributions receivable – employees 1 1

AVC contributions receivable - 5

Insurance claims on death receivable 154 -

Prepaid expense – PPF levy 2,004 2,443

Cash balances 1,548 1,366

4,233 5,480

Employer contributions due to the Plan relate to augmentations in relation to retirements during 2015 of £0.526m (2014: £1.665m). Contributions for the augmentations were received by 31 January 2016 within the timescale required by the Schedule of Contributions in force. Employee contributions were paid in full to the Plan in accordance with the Schedule of Contributions.


23


19 Current liabilities

2015 2014

£’000 £’000

Pensions and PAYE payable (824) (789)

Lump sums payable (89) (203)

Death benefits payable (245) -

Accrued expenses-other (260) (444)

(1,418) (1,436)

20 Related party transactions All pensions administration cost is incurred by General Motors UK Limited and then recharged to the Plan.

Costs include salaries and benefits of the Pension Administration department, including external systems

support, allocated costs for office space and overheads, and direct costs of IT equipment, general office

systems software and specific mainframe computer database and pension payroll systems. Total cost for 2015

was £342,000 (2014: £403,000) (note 9) and of this £138,000 (2014: £129,000) was outstanding at year end

and included in current liabilities.

The investment funds of The Vauxhall Motors Limited Pension Plan are held in the CIF. All trustee related

expenses, including investment management expenses charged by the trustee to the pension Plan in its

capacity as the investment manager of the pension plans, have been charged to the CIF.

External investment management charges, including custody, investment accounting and performance

measurement are all allocated to the pooled funds within the CIF.

Three trustees received a pension from the Plan during 2015 (2014: two). If any trustee is in receipt of a

pension from the Plan it is noted in the Trustee Report under the Management of the Plan section. One trustee

is not a member of the Plan. All other trustees of the Plan are active members

21 Employer related investments

As at 31 December 2015 the Plan held an investment in General Motors Company through its holdings in the

International Equities, the International Bonds, the DGF and the Alternatives Sub Funds. This represented 0.30% of

the net assets of the Plan (2014: 0.09%).

22 Contingent Assets / Liabilities The Plan had no contingent assets or liabilities or contractual commitments as at 31 December 2015 (2014: nil).

23 Transition to FRS 102 This is the first year that the Plan has presented financial statements under FRS102 and the SORP. The last

financial statements under existing UK GAAP and the previous SORP (revised May 2007) were for the year ended

31 December 2014. The date of transition to FRS 102 was 1 January 2014.

24 Subsequent Events

Following the United Kingdom’s decision to leave the European Union, the Trustee, in consultation with its investment consultant, has reviewed the investments of the Plan and concluded that the impact has not been material and as such, a change in investment strategy is not deemed necessary. The Trustee in conjunction with the investment consultant continues to monitor developments closely.


24

Independent Auditors’ Statement about Contributions to the Trustee of The Vauxhall Motors Limited Pension Plan

Statement about contributions Our opinion In our opinion, the contributions required by the schedule of contributions for the Plan year ended 31 December 2015 as reported in The Vauxhall Motors Limited Pension Plan’s summary of contributions have in all material respects been paid in accordance with the schedule of contributions certified by the Plan actuary on 30 March 2012. What we have examined The Vauxhall Motors Limited Pension Plan’s summary of contributions for the Plan year ended 31 December 2015 is set out on the following page.

Responsibilities for the statement about contributions Our responsibilities and those of the Trustee As explained more fully in the statement of Trustee’s responsibilities, the Plan’s Trustee is responsible for preparing, and from time to time reviewing and if necessary revising, a schedule of contributions and for monitoring whether contributions are made to the Plan by the employer in accordance with relevant requirements.

It is our responsibility to provide a statement about contributions and to report our opinion to you.

This report, including the opinion, has been prepared for and only for the Trustee as a body in accordance with section 41 of the Pensions Act 1995 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What an examination of the summary of contributions involves Our examination involves obtaining evidence sufficient to give reasonable assurance that contributions reported in the summary of contributions have, in all material respects, been paid in accordance with the relevant requirements. This includes an examination, on a test basis, of evidence relevant to the amounts of contributions payable to the Plan under the schedule of contributions and the timing of those payments. We test and examine information, using sampling and other techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

Date


25

Summary of Contributions

During the year ended 31 December 2015, the contributions payable to the Plan by the Employer were as follows:

Summary of Contributions Payable in the year

Employee Employer

£’000 £’000

Required by the schedule of contributions

Normal contributions 133 7,884

Regular contributions - 47,661

Additional regular contributions - 16,790

Augmentations - 796

PPF Levy contribution - 7,912

Total 133 81,043

Other contributions payable(Sale of Chaul End) - 1,714

AVCs 3,415 -

Total (as per Fund Account) 3,548 82,757

Signed on behalf of the Trustee: (GM (U.K.) Pension Trustees Limited) Name: Signature (Trustee Director): ……………………………………….. 2016


26

Report of the Actuary

Certification of schedule of contributions Name of scheme Vauxhall Motors Limited Pension Plan Adequacy of rates of contributions 1. I certify that, in my opinion, the rates of contributions shown in this schedule of contributions are such that the statutory funding objective could have been expected on 1 January 2014 to be met by the end of the period specified in the recovery plan dated 31 March 2016. Adherence to statement of funding principles 2. I hereby certify that, in my opinion, this schedule of contributions is consistent with the Statement of Funding Principles dated 31 March 2016. The certification of the adequacy of the rates of contributions for the purpose of securing that the statutory funding objective can be expected to be met is not a certification of their adequacy for the purpose of securing the scheme’s liabilities by the purchase of annuities, if the scheme were to be wound up.

Signature Date 31 March 2016 Name Steven Keller Qualification Fellow of the Institute and Faculty of Actuaries Address Parkside House Name of employer Aon Hewitt Limited Ashley Road Epsom Surrey KT18 5BS


27

Members’ Information

General Enquiries

General Enquiries can be sent to The Pension Department, UK1-100-020, Griffin House, Luton, LU1 3YT.

Alternatively an e-mail can be sent to [email protected]

Pensions Tracing Service

Contact details for the Pensions Tracing Service, which can help members trace an old pension scheme

that they have lost contact with, are:

Pension Tracing Service, The Pension Service 9, Mail Handling Site A, Wolverhampton,WV98 1LU

Telephone: 0845 600 2537

The Pensions Advisory Service

Any concern connected with the Plan should be referred to Mrs M McDonald, Pensions Administration

Manager, who will try to resolve the problem as quickly as possible. Members and beneficiaries of

occupational pension Schemes who have problems concerning their Scheme which are not satisfied by

the information or explanation given by the administrators or the Trustee can consult with the Pensions

Advisory Service (TPAS). A local TPAS adviser can usually be contacted through a Citizen's Advice

Bureau. Alternatively TPAS can be contacted at:

11 Belgrave Road, London SW1V 1RB

Telephone: 0300 123 1047

Pensions Ombudsman

In cases where a complaint or dispute cannot be resolved, normally after the intervention of TPAS, an

application can be made to the Pensions Ombudsman for him to investigate and determine any complaint

or dispute of fact or law involving occupational pension schemes. The address is:

11 Belgrave Road, London SW1V 1RB

Telephone: 020 7630 2200.

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