-----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, ND40i+vcPtnYZD6DFG2KZNVSnzKHPYt4zqFAu5NuByU4ZFmXwoPWvQa85zwsoG8B SXROGYprU0JKPY6w+H4ehw== 0000040730-98-000038.txt : 19980624 0000040730-98-000038.hdr.sgml : 19980624 ACCESSION NUMBER: 0000040730-98-000038 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980623 FILED AS OF DATE: 19980623 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: SEC FILE NUMBER: 001-00143 FILM NUMBER: 98652527 BUSINESS ADDRESS: STREET 1: 100 RENAISSANCE CTR STREET 2: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48243-7301 BUSINESS PHONE: 3135565000 11-K 1 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, 1997 ----------------- 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 48265-1000 ---------------------------------------------------- (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 100 Renaissance Center. Detroit, Michigan 48265-1000 - 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, 1997 and 1996. . . . . . . . . . . . . . . 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1997 and 1996 5 Notes to Financial Statements . . . . . . . . . . . . . . 6 Supplemental schedules: Line 27a-Schedule of Assets Held for Investment Purposes as of December 31, 1997. . . . . . . . . . . 16 Line 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1997. . . . . . . . . . . . . 18 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 23, 1998 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, 1997 and 1996, 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, 1997 and 1996, 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, 1997 and (2) reportable transactions for the year ended December 31, 1997, 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 1997 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 5, 1998 - 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, 1997 AND 1996 1997 1996 -------------- ------------- (Dollars in Thousands) ASSETS: Investments, at fair value (Note A): Value of interest in General Motors Savings Plans Master Trust (Note C) $6,296,807 $5,725,268 Mutual funds 3,564,699 2,202,577 Common and collective trust - Fixed Income Fund 102,534 557,482 Participant loans 469,641 468,936 ---------- ---------- 10,433,681 8,954,263 Investments, at contract value (Note A) - Investment contracts 3,100,425 2,721,149 ---------- ---------- Total investments 13,534,106 11,675,412 ---------- --------- Accrued investment income 16,273 13,648 ---------- ---------- Total assets 13,550,379 11,689,060 LIABILITIES: Due to brokers for securities purchased 104 34 ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $13,550,275 $11,689,026 ========== ========== 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, 1997 AND 1996 1997 1996 -------------- ------------- (Dollars in Thousands) ADDITIONS: Investment income: Net appreciation in fair value of mutual fund investments $275,006 $88,808 Dividends 269,017 158,130 Interest 218,016 187,329 Net investment earnings from the General Motors Savings Plans Master Trust (Note C) 1,102,145 507,837 ---------- ---------- Total investment income 1,864,184 942,104 Contributions: Employer 143,367 115,208 Participants 429,378 415,425 ---------- ---------- Total contributions 572,745 530,633 ---------- ---------- Total additions 2,436,929 1,472,737 DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (575,680) (462,436) ---------- ---------- NET INCREASE 1,861,249 1,010,301 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 11,689,026 10,678,725 ---------- ---------- End of year $13,550,275 $11,689,026 ========== ========== 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, 1997 AND 1996 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 classified as part-time employees, regular employees, temporary assignment, flexible service employees, temporary employees and cooperative student 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 for 1997 and 1996, 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 deferred savings to the extent permissible under tax law, 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 100% of the flexible compensation payment as deferred savings until the tax deferral legal limit is reached and then any remaining portion of such payment will be contributed as regular savings to the extent permissible under tax law. 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. Effective January 1, 1998, the maximum employee contribution rate has been increased to 20% from 15%. As defined in the Program document, the Corporation's total matching contribution is limited to 60% 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 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 only 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 deferred savings 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 the GM $1-2/3 par value common stock fund. One-half of an Employee's Basic Savings is required to be invested, in 10% increments, in either one or both 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 $1-2/3 par value Common Stock Fund, o General Motors Class H Common Stock Fund o Balanced Fund o Equity Index Fund o Income Fund o Mutual Funds DESCRIPTION OF INVESTMENT OPTIONS: General Motors Common Stock Funds: $1-2/3 Par Value, Class H, - Under these investment options, contributions are invested by the Trustee primarily in the respective General Motors common stock. Each unit represents a proportionate interest in all of the assets of the respective GM Common Stock Funds. The number of units credited to each participant's account within an applicable plan will be determined by the amount of the particpant's contributions and the purchase price of a unit in the respective GM Common Stock Fund. The value of each particpant's account is determined each business day by the number of units to the particpant's credit, multiplied by the current unit value. The return on a particpant's investment is based on the value of units, which, in turn, is determined by the market price of the GM Common Stock, the amount of any dividends paid thereon, and by interest earned on short-term investments held by each fund. - 7 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Each participant directs the Trustee how to vote common stock shares allocated to his or her account. The Trustee will exercise voting rights with respect to those shares for which direction has not been received by the required deadline. 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, 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 The annual rates of return, maturity dates, issuing company, and investment contract balances at December 31, 1997 and 1996, respectively, are as follows:
Contract Contract Value as Value as Annual Rate Maturity of of of Return Date Issuing Company 12/31/97 12/31/96 - ----------- ---------- ----------------- -------------- -------------- (Dollars in Thousands) Variable N/A Metropolitan Life* $609,835 $572,276 Variable N/A Metropolitan Life* 271,945 255,038 6.25% 8/15/98 Metropolitan Life 101,911 95,916 Variable 12/31/00 John Hancock 253,112 316,671 6.59% 12/31/01 John Hancock 102,842 20,000 6.40% 3/31/00 Metropolitan Life 83,179 78,176 5.60% 12/12/00 Metropolitan Life 322,768 304,089 6.86% 2/4/02 New York Life 263,890 6.55% 3/14/01 New York Life 222,990 209,282 6.56% 3/31/00 New York Life 83,388 78,254 Variable N/A John Hancock* 194,464 235,564 Variable N/A John Hancock* 229,325 215,234 Variable N/A Mass Mutual* 355,410 334,996 8.28% 1/02/98 Aetna Life & Casualty 5,366 5,653 ---------- --------- Total 3,100,425 $2,721,149 ========== ========= * Individual separate account.
The average yield on investment contacts in the Income Fund for the years ended December 31, 1997 and 1996 are 6.6% and 6.5%, respectively. The contract value of investment contracts in the Income Fund approximates fair value as of December 31, 1997 and 1996. Other Investments: 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 from the effective date of the split-off. Raytheon Class A Common Stock Fund - Effective December 17, 1997, GM spun-off the defense electronics business of Hughes Electronics, a GM subsidiary (Hughes Defense), to holders of GM $1-2/3 par value and Class H common stock, which was immediately followed by the merger of Hughes Defense with Raytheon Company. In connection with the above transaction, Raytheon Class A common stock was distributed to holders of GM $1-2/3 par value and Class H common stocks. Program participants holding Class H Common Stock Fund units were allocated approximately .81 units of Raytheon Class A units for each unit of GM Class H held. Program participants holding GM $1-2/3 par value Common Stock Fund units were allocated approximately .08 units of Raytheon Class A units for each unit of GM $1-2/3 held. The determination of the allocation ratio for units was based on the number of units held in the Program. Such distribution was recorded as a stock dividend and totaled approximately $314 million of which $172 million and $142 million were distributed to $1-2/3 par value common stockholders and Class H common stockholders, respectively. - 9 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES Such distribution required the addition of the Raytheon Class A Common Stock Fund as an investment option. The Raytheon Class A Common Stock Fund will remain as an investment option through December 31, 2002; however, no further contributions or exchanges from any other investment options into the Raytheon Class A Common Stock Fund will be permitted during that time. Dividends, if any, paid on Raytheon Class A Common Stock held by the Program will be invested in an Income Fund investment option prior to allocation to participant's accounts. Assets held in this fund are expressed in terms of units and not shares of stock. Each unit represents a proportionate interest in all of the assets of this fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. The return on a participant's investment is based on the value of units, which, in turn, is determined by the market price of the Raytheon Class A Common Stock, the amount of any dividends paid thereon, and by the interest earned on short-term investments held by the fund. 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. - 10 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES 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 The Master Trust is composed of six commingled master trust investment funds: the GM $1-2/3 Common Stock Fund, the GM Class H Common Stock Fund, the EDS Common Stock Fund, the Equity Index Fund, the Balanced Fund, and the Raytheon Class A Common Stock 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 six master trust investment funds. 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, 1997 and 1996, the Program had approximately a 74% and 77% interest in the Master Trust, respectively. The net assets available for benefits of all participating plans in the Master Trust at December 31, 1997 and 1996 are summarized as follows (dollars in thousands): ASSETS: 1997 1996 Investments, at fair value: --------- --------- Common Stock: General Motors $1-2/3 par value $4,219,576 $4,237,497 General Motors Class H, $0.10 par value 225,418 389,506 EDS Common Stock, $0.10 par value 460,532 632,206 Raytheon Class A Common Stock Fund 360,087 - Other Corporate 15,110 12,440 U.S. Government Securities 2,913 1,875 Common and collective trust 3,167,494 2,063,946 Cash 51,835 79,952 --------- --------- Total investments 8,502,965 7,417,422 Receivables: Due from broker for investments sold 2,664 2,081 Accrued investment income 4,791 1,633 --------- --------- Total receivables 7,455 3,714 --------- --------- Total assets $8,510,420 $7,421,136 ========= ========= Liabilities - Due to broker for securities purchased 8,553 49 --------- --------- Net assets available for benefits $8,501,867 $7,421,087 ========= ========= - 11 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES The net investment earnings of all participating plans in the Master Trust for the years ended December 31, 1997 and 1996 are summarized as follows (dollars in thousands): 1997 1996 --------- --------- Interest $4,273 $5,651 Dividends 148,332 145,877 Stock dividend 314,280 - Net appreciation in fair value of investments: Common stocks 658,340 192,900 U.S. Government securities 303 78 Common and collective trust 703,360 365,828 Registered investment company 8,321 6,410 --------- --------- Total net appreciation in fair value of investments 1,370,324 565,216 --------- --------- Total investment earnings $1,837,209 $716,744 ========= ========= D. FUND INFORMATION Contributions, investment income and distributions to participants by fund are as follows for the years ended December 31, 1997 and 1996. Mutual fund investment options which individually comprise less than 5% of the Program's total net assets available for benefits have been combined. 1997 1996 ------------ ----------- (Dollars in Thousands) Participant Contributions: Master Trust $224,316 $232,127 Income Fund 87,948 76,517 Mutual funds 117,114 106,781 ------- ------- Total $429,378 $415,425 ======= ======= Employer Contributions: Master Trust $143,367 $115,208 ======= ======= Investment income: Interest and dividends: Master Trust $129,238 $135,489 Income Fund 209,250 180,021 Mutual funds 277,783 165,438 --------- --------- Total $616,271 $480,948 --------- --------- Net appreciation in fair value of investments Master Trust $972,907 $372,348 Mutual funds 275,006 88,808 --------- --------- Total $1,247,913 $461,156 --------- --------- Total investment income $1,864,184 $942,104 ========= ========= Distributions to participants: Master Trust ($260,757) ($224,780) Income Fund (210,790) (179,157) Mutual funds (92,927) (50,796) Participant loans (11,206) (7,703) ------- --------- Total ($575,680) ($462,436) ======= ========= - 12 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES 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 January 1998, 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's fiduciary and tax counsel believe that the Program is designed and currently being operated in compliance with the applicable requirements of the Code, and therefore no provision for income taxes has been included in the Program's financial statements. - 13 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES G. PARTICIPANT UNIT DATA FOR THE YEAR ENDED DECEMBER 31, 1997
GENERAL MOTORS SAVINGS PLAN MASTER TRUST ------------------------------------------------------------------------------------ GM GM Raytheon $1-2/3 Par Class H EDS Class A Common Stock Common Stock Common Stock Balanced Equity Index Common Stock Fund Fund Fund Fund Fund Fund ----------- ----------- ---------- --------- ------------ ------------- (Units in Thousands) Quarter ended March 31 Plan number of units outstanding 24,721 2,306 5,126 4,506 77,909 Net asset value per unit $133.39 $150.84 $105.41 $14.30 $17.38 Quarter ended June 30 Plan number of units outstanding 24,278 2,136 4,775 4,516 78,849 Net asset value per unit $134.08 $159.56 $107.05 $15.62 $20.42 Quarter ended September 30 Plan number of units outstanding 21,587 1,879 4,261 4,945 86,251 Net asset value per unit $160.89 $181.52 $92.78 $16.49 $21.95 Quarter ended December 31 Plan number of units outstanding 22,615 2,078 3,936 4,777 86,108 3,442 Net asset value per unit $145.83 $103.75 $114.66 $16.37 $22.58 $89.89
- 14 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES G. PARTICIPANT UNIT DATA - Concluded 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 $123.28 $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
* * * * * * - 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, 1997 Current Description of Investments Cost Value -------------------------- -------------- -------------- (Dollars in Thousands) Value of Interest in General Motors Savings Plans Master Trust* $4,367,277 $6,296,807 Fixed Income Fund 102,534 102,534 Loan Fund* - 469,641 Fidelity Mutual Funds*: ---------------------------- Fidelity 80,371 83,904 Puritan 65,143 67,973 Trend 7,449 6,371 Magellan 179,828 194,062 Contra Fund 274,646 286,968 Equity Income 174,602 184,363 Growth Company 89,545 89,820 Investment Grade 24,711 25,147 Growth & Income 337,494 371,815 Capital & Income 10,653 11,091 Value 143,171 135,437 Government Securities 198,401 202,839 Retirement Growth 29,800 28,245 OTC Portfolio 88,494 83,669 Overseas 46,230 43,108 Europe 63,855 67,938 Pacific Basin 15,599 13,173 Real Estate 54,300 59,337 Balanced Fund 16,982 17,166 International Growth & Income 12,446 11,790 Capital Appreciation 33,503 30,522 Convertible Securities 8,784 8,509 Canada 2,827 2,511 Utilities 23,292 23,677 Blue Chip 250,583 276,796 Asset Manager 21,011 22,163 Disciplined Equity 53,208 53,815 Low Priced Stock 160,267 172,511 Worldwide 108,851 105,276 Equity Income II 191,173 204,177 Stock Selector 44,200 44,933 Asset Manager - Growth 27,959 28,760 Emerging Markets 14,843 8,956 Emerging Growth Fund 15,432 13,518 Diversified International 94,948 93,627 Asset Manager - Income 10,218 10,329 Dividend Growth 234,372 241,587 New Markets Income Fund 19,201 18,185 Fidelity Exp & Multinational Fund 31,569 30,083 Fidelity Global Balanced 1,327 1,324 Fidelity Small Cap Stock 56,596 58,580 Fidelity Mid-Cap Stock 82,258 83,796 Freedom Income Fund 4,193 4,274 Freedom 2000 Fund 7,601 7,963 Freedom 2010 Fund 10,668 11,240 Freedom 2020 Fund 5,190 5,492 Freedom 2030 Fund 2,882 3,022 Global Bond 3,833 3,725 Fidelity Fifty 11,600 11,132 ---------- ---------- Total Mutual Funds $3,446,109 $3,564,699 ---------- ----------
- 16 - 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, 1997 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% $5,366 $5,366 Metropolitan Life N/A GA13415 Variable 609,835 609,835 Metropolitan Life N/A GA13414 Variable 271,945 271,945 Metropolitan Life 8/15/98 GA13635 6.25% 101,911 101,911 Metropolitan Life 3/31/00 GAC24537 6.40% 83,179 83,179 Metropolitan Life 12/12/00 GAC24598 5.60% 322,768 322,768 New York Life 3/14/01 GA06362003 6.55% 222,990 222,990 New York Life 3/31/00 GA06362004 6.56% 83,388 83,388 New York Life 6.86% 263,890 263,890 John Hancock 12/31/00 GAC8599 Variable 253,112 253,112 John Hancock N/A GA7271SA76 Variable 229,325 229,325 John Hancock 12/31/01 GAC8744 6.59% 102,842 102,842 John Hancock N/A GAC7272 Variable 194,464 194,464 Mass Mutual N/A GIC10753 Variable 355,410 355,410 ---------- ---------- Total Investment Contracts 3,100,425 3,100,425 ---------- ---------- Total Investments $11,016,345 $13,534,106 ========== ========== *Party-in-Interest
- - 17 - 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, 1997 (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 (138 purchases, 140 sales) $1,399,436 $1,854,384 $1,854,384 $-
- 18 - EX-23 2 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-45961 of General Motors Corporation on Form S-8 of our report dated February 10, 1998 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, 1997. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 23, 1998 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----