-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GxgqrzI8ciEdmq/y4UCrI2NlC3jdC0YpehUoyHEeW6m9022opdSQ7/yGXnxnuS1Y V52d0sT9+kt5Fx9LS6R5Qw== 0000040729-97-000119.txt : 19970627 0000040729-97-000119.hdr.sgml : 19970627 ACCESSION NUMBER: 0000040729-97-000119 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00143 FILM NUMBER: 97630566 BUSINESS ADDRESS: STREET 1: 3044 WEST GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202-3091 BUSINESS PHONE: 3135565000 11-K 1 11-K GMSSP/SALARIED 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, 1996 ----------------- OR TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the transition period from to --------------------- --------------------- Commission file number 2-14960 ------- GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES ---------------------------------------------- (Full title of the plan) General Motors Corporation 100 Renaissance Center, Detroit, Michigan 48243-7301 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: Peter R. Bible Chief Accounting Officer General Motors Corporation 3044 West Grand Blvd. Detroit, Michigan 48202-3091 - 1 - FINANCIAL STATEMENTS AND EXHIBIT - -------------------------------- (a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No. ---------------------------------------------------------- -------- General Motors Savings-Stock Purchase Program for Salaried Employees in the United States: Independent Auditors' Report. . . . . . . . . . . . . . . 3 Statements of Net Assets Available for Benefits, as of December 31, 1996 and 1995. . . . . . . . . . . . . . . 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1996 and 1995 5 Notes to Financial Statements . . . . . . . . . . . . . . 6 Supplemental schedules: Line 27a-Schedule of Assets Held for Investment Purposes as of December 31, 1996. . . . . . . . . . . 15 Line 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1996. . . . . . . . . . . . . 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 . . . . . . . . . 19 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the President's Council of General Motors Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. General Motors Savings-Stock Purchase Program for Salaried Employees in the United States ----------------------------- (Name of plan) Date June 20, 1997 By: ------------- /s/John F. Smith, Jr. ----------------------------- (John F. Smith, Jr., Chairman President's Council) - 2 - INDEPENDENT AUDITORS' REPORT - ---------------------------- General Motors Savings-Stock Purchase Program for Salaried Employees in the United States: We have audited the accompanying statements of net assets available for benefits of the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States (the "Program") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Program's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Program as of December 31, 1996 and 1995, 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, 1996 and (2) reportable transactions for the year ended December 31, 1996, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Program's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1996 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 3, 1997 - 3 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995
1996 1995 -------------- ------------- (Dollars in Thousands) ASSETS: Investments, at fair value (Note A): Value of interest in General Motors Savings Plans Master Trust (Note C) $5,725,268 $5,888,446 Mutual funds 2,202,577 1,343,673 Common and collective trust - Fixed Income Fund 557,482 444,945 Participant loans 468,936 448,494 ---------- ---------- 8,954,263 8,125,558 Investments, at contract value (Note A) - Investment contracts 2,721,149 2,382,021 ---------- ---------- Total investments 11,675,412 10,507,579 ---------- --------- Due from brokers for securities sold - 154,738 Accrued investment income 13,648 16,408 ---------- ---------- Total assets 11,689,060 10,678,725 LIABILITIES: Due to brokers for securities purchased 34 - ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $11,689,026 $10,678,725 ========== ========== Reference should be made to the Notes to Financial Statements.
- 4 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, l996 AND 1995
1996 1995 ----------- ---------- (Dollars in Thousands) ADDITIONS: Investment income: Net appreciation in fair value of mutual fund investments $ 88,808 $ 83,587 Dividends 158,130 69,324 Interest 187,329 191,809 Net investment earnings from the General Motors Savings Plans Master Trust (Note C) 507,837 1,472,825 ---------- ---------- Total investment income 942,104 1,817,545 Contributions: Employer 115,208 81,543 Participants 415,425 378,119 ---------- ---------- Total contributions 530,633 459,662 ---------- ---------- Total additions 1,472,737 2,277,207 DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (462,436) (361,967) ---------- ---------- NET INCREASE 1,010,301 1,915,240 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 10,678,725 8,763,485 ---------- ---------- End of year $11,689,026 $10,678,725 ========== ========== 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 YEARS ENDED DECEMBER 31, 1996 AND 1995 A. THE PROGRAM GENERAL - General Motors Corporation (the "Corporation") 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 compensated fully or partly by salary and/or commission who are not represented by a labor organization (unless they are eligible through understandings reached between the Corporation and their collective bargaining representatives). Employees are eligible to participate in the Program upon the completion of six months of employment. The Finance Committee of the Corporation's Board of Directors acts as the Program fiduciary and, along with various officers, employees and committees, with authority delegated from the Program fiduciary, controls and manages the operation and administration of the Program subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The following brief description of the Program is provided for general information purposes only. Participants should refer to the Program document and prospectus for a complete description of the Program's provisions. CONTRIBUTIONS - An eligible participant employed by the Corporation (an "Employee") may elect to contribute to the Program as follows: o on an after-tax basis (regular savings), up to 15% of Employee's eligible salary as defined in the Program. o on a tax-deferred basis (deferred savings), an amount of eligible salary which is the lesser of (1) $9,500 and $9,240 for 1996 and 1995, respectively or (2) 15% of the Employee's eligible salary for a calendar year. o in lieu of receiving a distribution from The General Motors Profit Sharing Plan for Salaried Employees in the United States (the "Profit Sharing Plan"), an Employee may elect to have the Corporation contribute, as tax-deferred savings, 100% of any such amount, which vests immediately. o in lieu of receiving a flexible compensation payment from the Corporation, an Employee may elect to have the Corporation contribute, as tax-deferred savings to the extent allowable, 100% of the flexible compensation payment. In addition, an Employee also may elect to combine the first two contribution methods disclosed above, provided that the sum of these contributions does not total more than 15% of eligible salary for any calendar year. The sum of all four of the above-described methods of contribution may only exceed 15% of eligible salary by an amount equal to the payout under the Profit Sharing Plan and/or the flexible compensation payment. As defined in the Program document, the Corporation's total matching contribution is limited to 50% of basic savings. Basic savings as defined by the Program is Employee savings up to 6% of an Employee's eligible salary. The Corporation's matching contribution is invested entirely in the GM $1-2/3 par value common stock fund and such contributions must remain invested in this fund during the period January through December 31, of the calendar year in which the contributions were made. This period is referred to as the "required retention period". - 6 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES An Employee hired on or after January 1, 1993 will automatically have a Corporation contribution amount equal to 1% of the Employee's eligible salary credited monthly to such Employee's account upon attainment of eligibility. This contribution is provided because such Employee will receive different post-retirement benefit treatment from the Corporation than Employees hired prior to January 1, 1993. Such contribution will be credited to the Employee's account whether or not the Employee elects to participate in the Program. VESTING - Assets derived from Employee contributions and related Corporation matching contributions and earnings thereon vest immediately on allocation to the employee's account except for employees with less than five years of credited service for whom Corporation contributions and related earnings vest on January 1 following the calendar year 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. This provision does not apply to Employee contributions and Corporation contributions required to be invested in Corporation common stock funds during the required retention period. Employee contributions required to be invested in the Corporation's common stock funds may be exchanged between the Corporation's common stock funds during the required retention period. Corporation contributions may not be exchanged until completion of the required retention period. PARTICIPANT WITHDRAWALS - A participant may withdraw funds in their account at any time after attaining age 59-1/2. Prior to age 59-1/2, employee tax-deferred contributions may only be withdrawn because of termination of employment, death, total and permanent disability, or financial hardship. Prior to receiving a withdrawal for financial hardship, a participant previously must have taken all available asset distributions, withdrawals, and loans under all applicable plans maintained by the Corporation. The amount that may be withdrawn for a financial hardship is limited as defined in the Program. The funds that represent a financial hardship withdrawal must conform to conditions required by the Internal Revenue Service (the "IRS"). A participant who receives a hardship distribution shall have his or her contributions to the Program suspended for a period of 12 months following the distribution as required by law. INVESTMENT OPTIONS - The Corporation's contributions are invested in General Motors Corporation $1-2/3 par value common stock. One-half of an Employee's Basic Savings is required to be invested, in 10% increments, in any one or more of the Corporation's Common Stock Funds: (1) GM $1-2/3 par value Common Stock Fund; or (2) GM Class H Common Stock Fund. The remainder of an Employee's contributions will be invested at the Employee's direction, in 10% increments, in any of the following investment options: o General Motors Common Stock Fund, $1-2/3 par value o General Motors Class H Common Stock Fund, $0.10 par value o EDS Common Stock Fund, $0.10 par value o Balanced Fund o Equity Index Fund o Mutual Funds o Income Fund DESCRIPTION OF INVESTMENT OPTIONS: General Motors Common Stock Funds: $1-2/3 Par Value, Class H, $0.10 Par Value - Under these investment options, contributions are invested in the respective General Motors common stock. The return on investment is determined by the market price of the respective General Motors common stocks, the amount of any dividends paid thereon, and by interest earned on short-term investments held by each fund. - 7 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Each participant directs the Trustee how to vote common stock shares allocated to his or her account. The Trustee will not exercise voting rights with respect to those shares for which direction has not been received by the required deadline. Assets invested in each of the GM Common Stock Funds ($1-2/3 par value, and Class H) are expressed in terms of units and not shares of stock. Each unit represents a proportionate interest in all of the assets of the respective GM Common Stock Fund. The number of units credited to each participant's account will be determined by the amount of the participant's contributions and the purchase price of a unit in the respective GM Common Stock Fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. Balanced Fund - Under this investment option, contributions are invested in equity and fixed income investments selected from opportunities available in global capital markets, including large and small capitalization common stocks, investment and non-investment grade bonds, convertible securities, real estate, emerging market investments, and venture capital, and may be issued by U.S. and non-U.S. issuers. From time to time, investment managers may use derivative financial instruments including forward exchange contracts and futures contracts. Derivative instruments are used primarily to mitigate exposure to foreign exchange rate and interest rate fluctuations as well as manage the investment mix in the portfolio. The Program's interest in funds which utilize such financial instruments is not considered significant to the Program's financial statements. Assets invested in the Balanced Fund are expressed in terms of units. The number of units credited to a participant's account will be determined by the amount of the participant's contributions and the unit purchase price. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. Equity Index Fund - Under this investment option, participant contributions are invested in a portfolio of common stocks managed by an investment manager. The investment manager maintains a portfolio which is designed to match the performance of the Standard & Poor's 500 Index. This Index is a broad-based index of large companies which operate in a wide variety of industries and market sectors and which represent over two-thirds of the market capitalization of all publicly traded common stocks in the United States. Assets invested in the Equity Index Fund are expressed in terms of units. The number of units credited to a participant's account will be determined by the amount of deferred savings and the current value of each unit in the Equity Index Fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. Mutual Funds - This investment option is comprised of many different mutual funds managed by Fidelity Investments. Each mutual fund has a different objective and investment strategy. To pursue their objectives, the mutual fund managers invest in a wide variety of investments. Complete information about each mutual fund's objectives and investments is contained in that fund's prospectus. Income Fund - Funds are invested in investment contracts issued by insurance companies. The issuing companies have agreed to provide this fund with a net fixed or floating contract interest rate that is to be earned over a specified period and payment of principal and interest upon participant initiated withdrawals and/or transfers of assets. The Income Fund also invests in a short-term fixed income fund (the "Fixed Income Fund") made up of U.S. Government debt obligations and cash. - 8 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES EDS Common Stock Fund - Effective June 7, 1996, the net assets of Electronic Data Systems ("EDS") were split-off from the net assets of the Corporation. As a result, the Class E Common Stock Fund was changed to the EDS Common Stock Fund. Also, effective June 7, 1996, no new contributions, loan repayments or exchanges may be made into the EDS Common Stock Fund. Dividends, if any, paid on EDS Common Stock held by the Plan will be invested in an income fund investment option. This fund will be eliminated in five years. The annual rates of return, maturity dates, issuing company, and investment contract balances at December 31, 1996 and 1995, respectively, are as follows:
Contract Contract Value as Value as Annual Rate Maturity of of of Return Date Issuing Company 12/31/96 12/31/95 - ----------- ---------- ----------------- -------------- -------------- (Dollars in Thousands) Variable N/A Metropolitan Life* $572,276 $537,954 Variable N/A Metropolitan Life* 255,038 480,615 6.25% 8/15/98 Metropolitan Life 95,916 90,904 7.41% 12/31/96 New York Life - 68,770 6.85% 12/31/96 New York Life - 33,273 Variable N/A New York Life* - 320,005 9.11% 12/31/96 Prudential Management - 15,041 9.22% 12/31/96 Prudential Management - 117,080 Variable 12/31/00 John Hancock 316,671 - 6.59% 12/31/97 John Hancock 20,000 - 6.40% 3/31/00 Metropolitan Life 78,176 - 5.60% 12/12/00 Metropolitan Life 304,089 - 6.55% 3/14/01 New York Life 209,282 - 6.56% 3/31/00 New York Life 78,254 - 8.45% 12/31/96 Provident National - 18,037 Variable N/A John Hancock* 235,564 175,397 Variable N/A John Hancock* 215,234 202,506 Variable N/A Mass Mutual* 334,996 316,435 8.28% 1/02/98 Aetna Life & Casualty 5,653 6,004 ---------- --------- Total $2,721,149 $2,382,021 ========== =========
*Individual separate account. The contract value of investment contracts in the Income Fund approximates fair value as of December 31, 1996 and 1995. The average yield on investment contacts in the Income Fund for the years ended December 31, 1996 and 1995 are 6.5% and 7.5%, respectively. - 9 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES PARTICIPANT LOANS - Participants may borrow once per year from both their tax deferred and after-tax savings assets (excluding Corporation contributions, and earnings thereon subject to the required retention period). The amount and terms of the loans are limited under the Program. The loan interest rate will be established once each quarter at a rate equal to the prevailing prime lending rate as of the previous quarter and will apply to all new loans issued. Repayment of loans is generally made through after-tax payroll deductions and are invested in the same discretionary investment options that the Participant selected for their savings contributions. Interest paid on the loans is credited back to the borrowing employee's account in the Program. Partial and total prepayment of loans is permitted at any time, without penalty. Loans not repaid within the loan term are deemed to be distributions from participants' accounts. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the accompanying financial statements are as follows: o The financial statements of the Program are prepared under the accrual method of accounting. o Investments are stated at fair value, except for investment contracts, which are stated at contract value. Fair values are calculated by reference to published market quotations, where available; where not available, various bases, including cost, are used in determining estimates of fair values. Contract value represents contributions made under the investment contracts, plus interest, less withdrawals and administrative expenses charged by the issuer of the contract. o Security transactions are recorded on the trade date. o Investment income is recognized as earned based on the terms of the investments and the periods during which the investments are owned by the Program. o Certain costs of Program administration are paid by the Corporation. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. C. THE MASTER TRUST 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 - 10 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES The Master Trust is composed of five commingled master trust investment options: the GM $1-2/3 Common Stock Fund, the GM Class H Common Stock Fund, the EDS Common Stock Fund, the Equity Index Fund, and the Balanced Fund. Each of these investment options is described in Note A. Each participating employee benefit plan has an undivided interest in the net assets and changes therein of each of the five master trust investment options. The net investment income of each of the Master Trust investment funds is allocated by the trustee to each participating plan based on that plan's interest in each Master Trust investment fund, as compared with the total interest of all the participating plans, in each Master Trust investment fund at the beginning of the month. As of December 31, 1996 and 1995, the Program had approximately a 77% and 79% interest in the Master Trust, respectively. Total investments of all participating plans in the Master Trust at December 31, 1996 and 1995 are summarized as follows (dollars in thousands):
ASSETS: 1996 1995 Investments, at fair value: --------- --------- Common Stock: General Motors $1-2/3 par value $4,237,497 $4,696,965 General Motors Class H, $0.10 par value 389,506 261,927 EDS Common Stock, $0.10 par value 632,206 759,539 Other Corporate 12,440 11,666 U.S. Government Securities 1,875 33 Common and collective trust 2,063,946 1,612,315 Cash 79,952 103,410 --------- --------- Total investments 7,417,422 7,445,855 Receivables: Due from broker for investments sold 2,081 13,152 Accrued investment income 1,633 1,591 --------- --------- Total receivables 3,714 14,743 --------- --------- Total assets $7,421,136 $7,460,598 ========= ========= Liabilities - Due to broker for securities purchased 49 186 --------- --------- Net assets available for benefits $7,421,087 $7,460,412 ========= ========= The net investment earnings of all participating plans in the Master Trust for the years ended December 31, 1996 and 1995 are summarized as follows (dollars in thousands): 1996 1995 --------- --------- Interest $5,651 $9,570 Dividends 145,877 125,249 Net appreciation in fair value of investments: Common stocks 192,900 1,296,102 U.S. Government securities 78 109 Common and collective trust 365,828 405,995 Registered investment company 6,410 9,301 --------- --------- Total net appreciation in fair value of investments 565,216 1,711,507 --------- --------- Total investment earnings $716,744 $1,846,326 ========= =========
- 11 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES D. FUND INFORMATION Contributions, investment income and distributions to participants by fund are as follows for the years ended December 31, 1996 and 1995. Mutual fund investment options which individually comprise less than 5% of the Program's total net assets available for benefits have been combined.
1996 1995 -------- ------- (Dollars in Thousands) Participant Contributions: Master Trust $232,127 $234,590 Income Fund 76,517 74,572 Mutual funds 106,781 68,957 ------- ------- Total $415,425 $378,119 ======= ======= Employer Contributions: Master Trust $115,208 $81,543 ======= ======= Investment income: Interest and dividends: Master Trust $135,489 $125,412 Income Fund 180,021 187,165 Mutual funds 165,438 73,968 --------- --------- Total $480,948 $386,545 --------- --------- Net appreciation in fair value of investments Master Trust $372,348 $1,347,413 Mutual funds 88,808 83,587 --------- --------- Total $461,156 $1,431,000 --------- --------- Total investment income $942,104 $1,817,545 ========= ========= Distributions to participants: Master Trust ($224,780) ($187,184) Income Fund (179,157) (144,126) Mutual funds (50,796) (23,235) Participant loans (7,703) (7,422) ------- --------- Total ($462,436) ($361,967) ======= =========
E. TERMINATION OF THE PLAN Although it has not expressed any intent to do so, the Corporation has the right to terminate the Program subject to the provisions of ERISA. Such termination of the Program, if any, would not affect a participant's interest in assets already in the Program. F. FEDERAL INCOME TAXES In May 1996, the Program was determined by the IRS to be a tax-qualified employee benefit plan, meeting the requirements of Sections 401(a), 401(k), and 4975(e)(7)of the Internal Revenue Code of 1986, as amended (the "Code"), and the Trust established thereunder was determined to be exempt from United States Federal income taxes under Section 501(a) of the Code. The Program has been amended since the effective date included in the determination by the IRS. In April 1997, the amended Program was submitted for another IRS determination, which is currently pending. The Program's fiduciary and tax counsel believe that the Program is designed and currently being operated in compliance with the applicable requirements of the Code, and therefore no provision for income taxes has been included in the Program's financial statements. - 12 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES G. PARTICIPANT UNIT DATA FOR THE YEAR ENDED DECEMBER 31, 1996
GENERAL MOTORS SAVINGS PLAN MASTER TRUST -------------------------------------------------------------------- GM GM $1-2/3 Par Class H EDS Common Stock Common Stock Common Stock Balanced Equity Index Fund Fund Fund Fund Fund ----------- ----------- ---------- --------- ------------ (Units in Thousands) Quarter ended March 31 Plan number of units outstanding 27,107 1,844 6,588 4,638 76,881 Net asset value per unit $128.23 $176.96 $147.64 $12.77 $14.50 Quarter ended June 30 Plan number of units outstanding 27,136 2,208 6,267 4,515 76,590 Net asset value per unit $126.04 $167.55 $139.53 $13.09 $14.98 Quarter ended September 30 Plan number of units outstanding 28,065 2,357 5,842 4,428 74,884 Net asset value per unit $115.68 $161.38 $159.12 $13.39 $15.62 Quarter ended December 31 Plan number of units outstanding 25,206 2,490 5,520 4,352 74,937 Net asset value per unit $134.18 $156.74 $112.81 $14.16 $16.93 See Notes to Financial Statements.
- 13 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES G. PARTICIPANT UNIT DATA - Concluded FOR THE YEAR ENDED DECEMBER 31, 1995
GENERAL MOTORS SAVINGS PLAN MASTER TRUST -------------------------------------------------------------------- GM GM $1-2/3 Par Class H EDS Common Stock Common Stock Common Stock Balanced Equity Index Fund Fund Fund Fund Fund ----------- ----------- ---------- --------- ------------ (Units in Thousands) Quarter ended March 31 Plan number of units outstanding 37,101 1,948 5,605 4,154 72,961 Net asset value per unit $104.11 $116.92 $100.63 $10.56 $10.97 Quarter ended June 30 Plan number of units outstanding 33,941 1,990 5,393 3,963 71,814 Net asset value per unit $110.81 $112.66 $112.57 $11.22 $12.02 Quarter ended September 30 Plan number of units outstanding 31,908 2,062 5,493 4,137 72,922 Net asset value per unit $111.62 $117.20 $118.11 $11.85 $12.98 Quarter ended December 31 Plan number of units outstanding 29,953 1,858 5,601 4,368 75,259 Net asset value per unit $126.37 $139.41 $134.71 $12.41 $13.76 See Notes to Financial Statements.
* * * * * * - 14 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996
Current Description of Investments Cost Value -------------------------- -------------- -------------- (Dollars in Thousands) Value of Interest in General Motors Savings Plans Master Trust* $4,287,657 $5,725,268 Fixed Income Fund 557,482 557,482 Loan Fund* - 468,936 Fidelity Mutual Funds*: ---------------------------- Fidelity 38,276 39,373 Puritan 58,156 58,189 Trend 7,042 7,092 Magellan 145,522 144,655 Contra Fund 214,128 227,248 Equity Income 53,643 56,688 Growth Company 84,725 87,864 Investment Grade 18,566 18,498 Growth & Income 156,063 166,500 Value 102,919 100,733 Government Securities 220,243 211,944 Retirement Growth 30,059 28,207 OTC Portfolio 76,473 76,734 Overseas 45,882 46,894 Europe 59,424 60,429 Pacific Basin 20,356 19,345 Real Estate 27,555 31,688 Balanced Fund 9,804 10,241 International Growth & Income 10,069 10,636 Capital Appreciation 11,364 11,324 Convertible Securities 8,658 8,623 Canada 3,956 3,475 Utilities 12,153 12,648 Blue Chip 180,276 189,572 Asset Manager 16,978 17,322 Disciplined Equity 23,354 23,715 Worldwide 81,285 87,215 Equity Income II 189,158 198,533 Stock Selector 28,938 29,588 Asset Manager - Growth 13,991 14,048 Diversified International 36,095 37,881 Asset Manager - Income 3,885 3,877 Dividend Growth 108,112 118,325 Fidelity Global Balanced 994 1,024 Fidelity Small Cap Stock 31,047 31,637 Global Bond 4,067 4,074 Fidelity Fifty 6,593 6,738 --------- --------- Total Mutual Funds $2,139,809 $2,202,577 --------- ---------
- 15 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 Concluded
Current Description of Investment Cost Value - --------------------------------------------------------------- -------------- ------------- (Dollars in Thousands) Investment Contracts: Maturity Issuing Company Date Contract Rate ------------------ ---------- ----------- ------- Aetna 1/2/98 GACLT13100 8.28% $ 5,653 $ 5,653 Metropolitan Life N/A GA13415 Variable 572,276 572,276 Metropolitan Life N/A GA13414 Variable 255,038 255,038 Metropolitan Life 8/15/98 GA13635 6.25% 95,916 95,916 Metropolitan Life 3/31/00 GAC24537 6.40% 78,176 78,176 Metropolitan Life 12/12/00 GAC24598 5.60% 304,089 304,089 New York Life 3/14/01 GA06362003 6.55% 209,282 209,282 New York Life 3/31/00 GA06362004 6.56% 78,254 78,254 John Hancock 12/31/97 GIC8744 6.59% 20,000 20,000 John Hancock 12/31/00 GAC8599 Variable 316,671 316,671 John Hancock N/A GAC7272SA77 Variable 235,564 235,564 John Hancock N/A GA7271SA76 Variable 215,234 215,234 Mass Mutual N/A GIC10753 Variable 334,996 334,996 ---------- ---------- Total Investment Contracts 2,721,149 2,721,149 ---------- ---------- Total Investments $9,706,097 $11,675,412 ========== ========== *Party-in-Interest
- 16 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (Dollars in Thousands)
Purchases Sales -------------- --------------------------------------- Identity of Purchase Sales Original Net Gain Party/Broker Description of Asset Price Price Cost (Loss) - ------------ -------------------- -------------- -------- ------------ ------------ SERIES REPORTABLE TRANSACTIONS ------------------------------ State Street Bank Fixed Income Fund and Trust (174 purchases, 132 sales) $1,802,174 $1,689,638 $1,689,638 $ - John Hancock Investment Contract No. GA8599 337,409 - - - (5 purchases, 0 sales) Metropolitan Life Investment Contract No. GAC24598 304,089 - - - Insurance Co. (6 purchases, 0 sales)
- 17 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS - Concluded FOR THE YEAR ENDED DECEMBER 31, 1996 (Dollars in Thousands)
Purchases Sales -------------- --------------------------------------- Identity of Purchase Sales Original Net Gain Party/Broker Description of Asset Price Price Cost (Loss) - ------------ -------------------- -------------- -------- ------------ ------------ SINGLE REPORTABLE TRANSACTIONS ------------------------------ Metropolitan Life Investment Contract No. GA13414 $ - $250,197 $250,197 $ - Insurance Co. (transfer) Metropolitan Life Investment Contract No. GAC24598 250,197 - - - Insurance Co. (transfer) John Hancock Investment Contract No. GAC8599 332,772 - - - (transfer) New York Life Investment Contract No. GA6362-004 - 332,772 332,772 - (transfer)
- 18 - EX-23 2 EXHIBIT 23 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-17923 of General Motors Corporation on Form S-8 of our report dated June 3, 1997 appearing in this Annual Report on Form 11-K of the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States for the year ended December 31, 1996. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 26, 1997 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----