-----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, LtphVxq5OlI855lOv4ZAJh2TargmTl2GDQP8CRalKmTq/Krwbs2Ko9klmBdzJ2tz Cvj+lv/azGsNL/mEsLsNXQ== 0000040730-98-000044.txt : 19980624 0000040730-98-000044.hdr.sgml : 19980624 ACCESSION NUMBER: 0000040730-98-000044 CONFORMED SUBMISSION TYPE: 11-K/A 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/A SEC ACT: SEC FILE NUMBER: 001-00143 FILM NUMBER: 98652614 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/A 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 33-19551 -------- SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS -------------------------------- (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. ----------------------------------------------- -------- Saturn Individual Savings Plan for Represented Members: 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. . . . . . . . . . . . . . . . . 17 Line 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1997. . . . . . . . . . . . . . . 19 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. . . . . . . . . . . 20 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the President's Council of General Motors Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Saturn Individual Savings Plan for Represented Members ------------------------------ (Name of plan) Date June 23, 1998 By: ------------- /s/John F. Smith, Jr. ------------------------------ (John F. Smith, Jr., Chairman President's Council) - 2 - INDEPENDENT AUDITORS' REPORT - ---------------------------- Saturn Individual Savings Plan for Represented Members: We have audited the accompanying statements of net assets available for benefits of the Saturn Individual Savings Plan for Represented Members (the "Plan") as of December 31, 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 Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audits 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 Plan as of December 31, 1997 and 1996, and the changes in its 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 Plan's management. Such schedules have been subjected to the auditing procedures applied in the 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 Nashville, Tennessee June 12, 1998 - 3 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1997 AND 1996 1997 1996 ----------- ----------- ASSETS: Investments, at fair value: Value of Interest in General Motors Savings Plans Master Trust $68,367,643 $49,062,156 Mutual Funds 58,596,085 35,425,308 Fixed Income Fund 981,462 8,957,879 Loans to participants 11,881,273 9,001,970 Investments, at contract value: Investment contracts stated at cost plus accumulated interest 36,206,385 27,455,663 ----------- ---------- Total assets 176,032,848 129,902,976 LIABILITIES: Accounts payable 32,389 - ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $176,000,459 $129,902,976 =========== =========== Reference should be made to the Notes to Financial Statements. - 4 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 1997 1996 ----------- ----------- ADDITIONS: Investment income: Net appreciation in fair value of investments $2,890,706 $1,777,384 Dividends 3,611,523 2,449,584 Interest 5,320,575 2,009,369 Net investment income from the General Motors Savings Plans Master Trust 14,903,434 7,490,763 ---------- --------- Total investment income 26,726,238 13,727,100 Interest on loans 826,605 609,113 Participants contributions: After tax 5,948,955 7,921,919 Tax-deferred 19,320,150 19,271,548 Rollover 1,210,933 710,252 ---------- ---------- Total contributions 26,480,038 27,903,719 ---------- ---------- Total additions 54,032,881 42,239,932 DEDUCTIONS: Benefits paid to participants 7,935,398 4,614,535 Forfeitures - 1,764 ---------- ---------- Total deductions 7,935,398 4,616,299 NET INCREASE 46,097,483 37,623,633 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 129,902,976 92,279,343 ----------- ----------- End of year $176,000,459 $129,902,976 =========== =========== Reference should be made to the Notes to Financial Statements. - 5 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION Saturn Corporation ("Saturn"), a wholly-owned subsidiary of General Motors Corporation ("Corporation"), established a defined contribution plan, the Saturn Individual Savings Plan for Represented Members. General Motors Investment Management Corporation acts as the Plan fiduciary and, along with various officers, employees and committees with authority delegated by the Plan fiduciary, controls and manages the operation and administration of the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Assets of the Plan are held by various investment managers under the direction of a Trustee. The Plan provides eligible represented members with tax-deferred and after-tax voluntary savings opportunities. The following brief description of the Plan is provided for general information purposes only. Refer to the "Complete Text" of the Plan for a comprehensive description. Participation Eligibility in the Plan is restricted to regular employees of Saturn compensated fully or partly by salary who are represented by the United Auto Workers ("UAW") or other labor organizations which have adopted the Plan. Employees who are classified as contract or leased employees are not eligible to participate. Eligible Employees may participate in the Plan and accumulate savings as of the first day of employment. Employees on approved disability leaves of absence, or certain special leaves of absence, remain eligible to accumulate savings for a period of one year while on such leaves. Participant Contributions Participants may elect to contribute to the Plan in several ways: o Participants may contribute up to 20% of Eligible Earnings (25% effective January 1, 1998) on an after-tax basis whereby the contributions are included in the participant's taxable income in the period of contribution ("After-Tax Savings"). o Participants may contribute up to 20% of Eligible Earnings (25% effective January 1, 1998), or $9,500 for the years ended 1997 and 1996, whichever is less, on a tax-deferred basis, whereby the contributions are excluded from the participant's taxable income until such amounts are distributed to the participant from the Plan ("Tax-Deferred Savings"). o Participants may elect to combine the above contribution methods, provided the contribution limitations noted above are not exceeded. o Participants who have transferred to Saturn from another unit of the Corporation are allowed to transfer assets into the Plan from the General Motors Corporation Personal Savings Plan Trust. o Newly hired Employees are permitted to make a rollover contribution equal to the taxable portion of cash proceeds received from a previous employer's qualified savings plan ("Rollover Contributions"). Description of Investment Options: General Motors Corporation Common Stock $1-2/3 Par Value - Under this option, participant's contributions are invested in General Motors common stock. Each participant directs the Trustee how to vote common stock shares allocated to his or her account. The Trustee will not exercise voting rights with respect to those shares for which a direction has not been received by the required deadline. - 6 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued Assets invested in the Common Stock Fund are expressed in terms of units rather than shares of stock. Each unit represents a proportionate interest in all of the assets of the Common Stock Fund. The number of units credited to a participant's account will be determined by the amount of the participant's contributions and the purchase price of a unit. 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 the GM $1-2/3 par value and Class H common stocks. Plan 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. Plan 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 Plan. 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. 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 Master Trust 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 interest earned on short-term investments held by the fund. Equity Index Fund - Under this option, participant contributions are invested in a portfolio of common stocks managed by an investment manager. The investment manager maintains a portfolio which is designed to match the performance of the Standard and Poor's 500 Index. This Index is a broad-based index of large companies which operate in a wide variety of industries and market sectors and which represent over two-thirds of the market capitalization of all publicly traded common stocks in the United States. Balanced Fund - Under this option, contributions are invested in equity and fixed income investments selected from opportunities available in the entire global capital market, including large and small capitalization common stocks, investment and non-investment grade bonds, convertible securities, real estate, emerging market investments, and venture capital, and may be issued by U.S. and non-U.S. issuers. - 7 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued From time to time, investment managers may use derivative financial instruments including forward exchange contracts and futures contracts. Derivative instruments are used primarily to mitigate exposure to foreign exchange rate and interest rate fluctuations as well as manage the investment mix in the portfolio. The Plan's interest in funds, which utilized such financial instruments, is not considered significant to the Plan's financial statements. The above three options are included under the General Motors Savings Plans Master Trust (See Note F.) Income Fund - Under this option, funds are invested in investment contracts issued by insurance companies. The issuing companies have agreed to provide this fund with a net fixed or floating contract interest rate that is to be earned over a specified period and payment of principal and interest upon participant initiated withdrawals and/or transfers of assets. The crediting interest rates, fund managers and contract value of the investment contracts at December 31, 1997 and 1996, respectively, were as follows: Interest Interest Rate Rate as of as of Fund Investment Contracts 12/31/97 12/31/96 Manager 1997 1996 -------- ----------------------------- ---------- ---------- 6.23% 6.23% Principal Mutual Life $2,829,398 $2,663,481 7.38% 7.38% Provident National 1,545,330 1,439,123 6.86% - New York Life 4,776,638 - 6.26% 6.36% John Hancock Mutual Life 5,629,486 3,292,389 6.40% 6.20% John Hancock Mutual Life 7,695,835 7,236,957 7.00 7.09% Metropolitan Life 13,729,698 12,823,713 ---------- ---------- $36,206,385 $27,455,663 ========== ========== The contract value of the investment contracts approximates their fair value at December 31, 1997 and 1996. The average yield on investment contracts for the years ended December 31, 1997 and 1996 was 6.69% and 6.70%, respectively. In 1997 and 1996, investments were also made in short-term U.S. Government debt obligations and cash. At December 31, 1997 and 1996, the fair value of such investments, considered as the Fixed Income Fund was $981,462 and $8,957,879, respectively. Mutual Funds - This option is comprised of four core option mutual funds and forty self directed account mutual funds managed by Fidelity Investments. (See Note C.) The core option mutual funds are Fidelity Magellan, Puritan, Contrafund and Asset Manager. Each fund has a different objective and investment strategy. To pursue their objectives, the fund managers invest in a wide variety of investments. Complete information about each fund's objectives and investments is contained in that fund's prospectus. - 8 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued Vesting Participant contributions vest immediately. Saturn matched participant contributions made through January 1, 1992 and earnings thereon vest fully upon the attainment of 5 years of service, death, total and permanent disability or retirement. Distributions Participants may generally withdraw their Tax-Deferred Savings after they reach age 59-1/2 or prior to age 59-1/2 for Financial Hardship, as defined in the Plan's "Complete Text". After-Tax Savings, vested Saturn matched contributions and related earnings may be withdrawn any time upon a participant's request. Upon termination of employment, a final distribution of assets is made unless termination is by retirement, or the participants account exceeds $3,500 ($5,000 effective January 1, 1998). In those instances, the distribution may be deferred until April 1 of the year after the participant reaches the age of 70-1/2. Participants who continue working beyond reaching the age of 70-1/2 are not required to begin distribution. There were no distributions payable to participants included in net assets available for benefits as of December 31, 1997 and 1996. Transfers Participants may transfer assets between Investment Options at any time, with certain limitations. Loans Participants may borrow once per calendar year from both their Tax-Deferred and After-Tax Savings assets. The amount and term of the loans are limited under the Plan. Loans bear a rate of interest equal to the prime lending rate as of the last business day of the calendar quarter immediately preceding the date the Participant gives appropriate direction for a loan to the Plan recordkeeper (interest rates for outstanding loans at December 31, 1997 ranged from 6% to 9%). Interest paid on the loans is credited back to the borrowing participant's account in the Plan. No earnings will accrue to the assets liquidated for the loan. At December 31, 1997 and 1996 loans to participants were $11,881,273 and $9,001,970, respectively. Termination of the Plan Although it has not expressed any intent to do so, Saturn has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of termination, partial termination, or complete discontinuance of contributions, the Administrator may direct the Trustee to: o continue to administer the Plan and pay account balances in accordance with the Plan's distribution policy described in Note A, or o distribute the assets remaining in the Plan in a lump sum to participants and beneficiaries in proportion to their respective account balances. - 9 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies followed in the preparation of the accompanying financial statements are as follows: o Investments are stated as follows: - Value of Interest in General Motors Savings Plans Master Trust - at estimated market prices of the assets in the Master Trust as determined by the investment manager. - Investment Contracts - at contract value, which consists of cost plus accumulated interest. - Common/Collective Trust - Fixed Income Fund - at estimated market prices of the assets in the Fund as determined by the investment manager. - Mutual Funds - at quoted market value. o General Motors common stock, $1-2/3 par value, acquired by the Trustee for purposes of the Plan may be obtained by purchases on the open market or from the Corporation by subscription or purchase. Such stock acquired by the Trustee on the open market is credited to the participants' accounts at the average per share cost of such purchases (excluding brokerage commissions, transfer taxes, etc.) made for each month. Stock obtained by the Trustee directly from the Corporation is credited to participants' accounts either at the average per share cost to the Trustee of the open market purchases of the stock acquired for a particular month or, in those months in which the Trustee acquires no stock on the open market, at the average of the daily mean high and low market prices of the stock as reported on the Composite Tape of Transactions for such month. o Securities transactions are recorded on the date the trades are executed. o Net appreciation in value of investments held, sold, or distributed represents the change in the market value of the Plan's investments during the year. o Investment income is recognized as earned. o The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates. o Certain costs of Plan administration are paid by Saturn. - 10 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued C. INVESTMENTS The table below details the investment managers, the investment types and the carrying value of investments as of December 31, 1997 and 1996. Investment Manager Investment Type 1997 1996 - -------------------- ----------------------- ------------ ------------ State Street Bank Value of Interest in and Trust General Motors Savings Plans Master Trust $68,367,643* $49,062,156* Fidelity Magellan 12,282,023* 7,397,544* Fidelity Puritan 7,266,937 4,110,838 Fidelity Contrafund 22,413,360* 14,870,776* Fidelity Asset Manager 2,103,341 1,334,359 Fidelity Self-Directed Accounts 14,530,424** 7,711,791** ---------- ---------- Total mutual funds 58,596,085 35,425,308 ---------- ---------- State Street Bank and Trust Fixed Income Fund 981,462 8,957,879* Loans to Participants 6% to 9% 11,881,273* 9,001,970* ---------- --------- Principal Mutual Life Investment Contract, 6.23% 2,829,398 2,663,481 Provident National Investment Contract, 7.38% 1,545,330 1,439,123 New York Life Investment Contract, 6.86% 4,776,638 - John Hancock Mutual Life Investment Contract, 6.26% 5,629,486 3,292,389 John Hancock Mutual Life Investment Contract, 6.40% 7,695,835 7,236,957* Metropolitan Life Investment Contract, 7.00%13,729,698* 12,823,713* ---------- ---------- Total Guaranteed Investment Contracts 36,206,385 27,455,663 ---------- ---------- TOTAL $176,032,848 $129,902,976 =========== =========== * Represents 5% or more of Plan assets. ** Represents the total of forty individual mutual funds managed by Fidelity Investments, none of which exceed 5% or more of Plan assets. - 11 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued D. SHARE AND UNIT VALUES All assets invested in the Plan are expressed in terms of units. The number of units credited to each participant's account will be determined by the amount of deferred savings and the current value of each unit in the fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. The following summarizes the Plan's number of units and the value of each unit by fund as at: December 31, September 30, Number of Value of Number of Value of Units Each Unit Units Each Unit Fiscal Year 1997 GM $1-2/3 par value Common Stock Fund 89,020 $145.830 80,370 $160.890 Raytheon Class A Common Stock Fund 7,088 89.890 - - Equity Index Fund 2,327,252 22.580 2,271,767 21.950 Balanced Fund 133,685 16.370 127,725 16.490 Income Fund 3,061,093 12.154 3,095,866 11.955 June 30, March 31, Number of Value of Number of Value of Units Each Unit Units Each Unit Fiscal Year 1997 GM $1-2/3 par value Common Stock Fund 94,233 $134.080 93,701 $139.390 Equity Index Fund 2,195,703 20.420 2,144,828 17.380 Balanced Fund 121,565 15.620 112,588 14.300 Income Fund 3,123,297 11.758 3,067,958 11.569 December 31, September 30, Number of Value of Number of Value of Units Each Unit Units Each Unit Fiscal Year 1996 GM $1-2/3 par value Common Stock Fund 91,112 $134.180 105,779 $115.680 Equity Index Fund 2,088,235 16.930 1,975,129 15.620 Balanced Fund 105,361 14.160 98,999 13.390 Income Fund 3,191,539 11.399 2,872,363 11.223 June 30, March 31, Number of Value of Number of Value of Units Each Unit Units Each Unit Fiscal Year 1996 GM $1-2/3 par value Common Stock Fund 95,053 $126.040 96,615 $128.230 Equity Index Fund 1,898,458 15.150 1,794,820 14.500 Balanced Fund 107,352 13.090 91,657 12.770 Income Fund 2,768,409 11.045 2,799,091 10.875 - 12 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued E. FUND INFORMATION Contributions, investment income, benefits paid to participants, and interfund trust transfers by fund are as follows for the years ended December 31, 1997 and 1996: 1997 1996 Employee Contributions: GM $1-2/3 par value Common Stock Fund $1,749,313 $2,412,777 Raytheon Class A Common Stock Fund - - Equity Index Fund 5,955,223 5,910,740 Balanced Fund 454,195 412,489 Income Fund 7,874,553 9,634,081 Fidelity Magellan Fund 2,078,899 2,325,869 Fidelity Puritan Fund 1,549,362 1,189,508 Fidelity Contrafund 4,270,360 3,875,123 Fidelity Asset Manager 499,599 453,173 Self-Directed Accounts 2,048,534 1,689,959 ---------- ---------- $26,480,038 $27,903,719 ========== ========== Investment Income: GM $1-2/3 par value Common Stock Fund $1,553,382 $1,219,997 Raytheon Class A Common Stock Fund 650,294 - Equity Index Fund 12,402,775 6,105,254 Balanced Fund 269,868 165,512 Income Fund 2,382,141 1,999,337 Fidelity Magellan Fund 2,222,014 717,617 Fidelity Puritan Fund 1,146,847 441,005 Fidelity Contrafund 3,899,195 2,150,903 Fidelity Asset Manager 356,344 130,424 Self-Directed Accounts 1,843,378 797,051 ---------- ---------- $26,726,238 $13,727,100 ========== ========== Benefits Paid to Participants: GM $1-2/3 par value Common Stock Fund $835,935 $628,916 Raytheon Class A Common Stock Fund 375 - Equity Index Fund 2,247,507 1,094,228 Balanced Fund 52,813 31,424 Income Fund 3,188,370 2,127,609 Fidelity Magellan Fund 450,715 233,529 Fidelity Puritan Fund 234,902 81,868 Fidelity Contrafund 631,876 327,024 Fidelity Asset Manager 84,345 34,371 Self-Directed Accounts 208,560 55,566 ---------- ---------- $7,935,398 $4,614,535 ========== ========== - 13 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued Interfund Trust Transfers: GM $1-2/3 par value Common Stock Fund $(1,466,531) $(3,190,673) Raytheon Class A Common Stock Fund (14,627) - Equity Index Fund 1,860,888 895,526 Balanced Fund 65,258 (42,687) Income Fund (5,623,460) (3,857,033) Fidelity Magellan Fund 1,240,057 (255,636) Fidelity Puritan Fund 764,578 639,644 Fidelity Contrafund 604,630 3,512,359 Fidelity Asset Manager (27,709) 89,991 Self-Directed Accounts 2,596,916 2,208,509 --------- --------- $ - $ - ========= ========= F. THE MASTER TRUST As of December 21, 1994, the Corporation established the General Motors Savings Plans Master Trust (the "Master Trust") pursuant to a trust agreement among the Corporation, Saturn Corporation and State Street Bank and Trust, as trustee of the funds, in order to permit the commingling of trust assets of several employee benefit plans for investment and administrative purposes. The assets of the Master Trust are held by State Street Bank and Trust. Employee benefit plans participating in the Master Trust include the following: o General Motors Savings - Stock Purchase Program for Salaried Employees in the United States o General Motors Personal Savings Plan for Hourly-Rate Employees in the United States o Saturn Individual Savings Plan for Represented Members o Saturn Personal Choices Savings Plan for Non-Represented Members The Master Trust is composed of six master trust investment options: the GM $1-2/3 Value Common Stock Fund, the Raytheon Class A Common Stock Fund, GM Class H, $.10 Par Value Common Stock Fund, the EDS Common Stock Fund, the Equity Index Fund, and the Balanced Fund. Each of these investment options that are available under the Plan is described in Note A. Each participating employee benefit plan has an undivided interest in the net assets and changes therein of the applicable master trust investment options. The net investment income of each of the Master Trust investment funds is allocated by the trustee to each participating plan based on that plan's interest in each Master Trust investment fund, as compared with the total interest in each Master Trust investment fund of all the participating plans at the beginning of the month. The Plan's share of the total Master Trust is summarized as follows as of December 31, 1997 and 1996: 1997 1996 Value of interest in Master Trust $68,367,643 $49,062,156 ---------- ----------- Percentage of total Master Trust 0.80% 0.66% ---------- ----------- Value of interest in the net investment income from Master Trust accounts $14,903,434 $7,490,763 ---------- ---------- Percentage of total Master Trust net investment gain 0.81% 1.05% ---------- ---------- - 14 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued The net assets available for benefits of all participating plans in the Master Trust at December 31, 1997 and 1996 are summarized in thousands as follows: 1997 1996 ASSETS 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 Fund 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/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 ========= ========= The net investment income of all participating plans in the Master Trust for the years ended December 31, 1997 and 1996 is summarized in thousands as follows: 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 trusts 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 income $1,837,209 $716,744 ========= ========= - 15 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Concluded G. FEDERAL INCOME TAXES The Plan was submitted to the Internal Revenue Service (the "IRS") and has received a favorable determination as to its tax-qualified status in meeting the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Trust established thereunder has been determined to be exempt from United States Federal income taxes under Section 501(a) of the Code. The United States Federal income tax status of the Employee with respect to the Plan is described (1) in the Complete Text of the Plan, and (2) included with the confirmation letters sent to the Participant for withdrawals and distributions of assets. * * * * * * - 16 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
Column A Column B Column C Column D Column E - --------- ---------------- -------------------------------- ---------- ----------- Identity of Issue, Borrower, Lessor, or Current Similar Party Description of Investment Cost Value - --------- ---------------- -------------------------------- ---------- ----------- * State Street Bank Value of Interest in General Motors and Trust Savings Plans Master Trust $62,037,044 $68,367,643 * State Street Bank Fixed Income Fund and Trust 966,132 981,462 Mutual Funds: Fidelity Magellan 10,932,695 12,282,023 Fidelity Puritan 6,733,402 7,266,937 Fidelity Contrafund 21,159,219 22,413,360 Fidelity Asset Manager 2,103,275 2,103,341 Fidelity Capital Appreciation 77,238 72,877 Fidelity Retirement Growth 108,320 103,901 Fidelity Value 958,221 949,525 Fidelity Small Cap Stock 161,786 170,277 Fidelity Fifty 72,344 74,044 Fidelity OTC Portfolio 317,771 310,654 Fidelity Emerging Growth 49,960 43,291 Fidelity Stock Selector 298,726 318,230 Fidelity Disciplined Equity 169,533 180,897 Fidelity Growth Company 533,881 556,269 Fidelity Dividend Growth 1,082,192 1,162,315 Fidelity Trend 37,325 34,527 Fidelity Blue Chip Growth 2,392,965 2,725,706 Fidelity Fund 356,775 393,090 Fidelity Growth & Income 153,564 151,252 Fidelity International Equity Income 438,396 475,640 Fidelity Equity Income II 1,083,573 1,186,009 Fidelity Real Estate Investment 230,918 246,949 Fidelity Utilities 53,476 56,191 Fidelity Worldwide 274,177 268,142 Fidelity Canada 37,720 34,843 Fidelity Diversified International 257,005 269,247 Fidelity Pacific Basin 62,432 51,728 Fidelity Growth & Income 1,505,152 1,723,645 Fidelity Europe 297,011 312,793 Fidelity Overseas 410,980 418,101 Fidelity Asset Manager Growth 106,799 113,029 Fidelity Convertible Securities 40,642 40,380 Fidelity Balanced 4,464 4,610 Fidelity Global Bond 12,360 11,751 Fidelity Investment Grade 18,967 19,317 Fidelity Government Securities 68,774 70,890 Fidelity Freedom Income 3,047 3,082 Fidelity Freedom 2000 2,000 1,938 Fidelity Freedom 2010 25,587 26,174 Fidelity Freedom 2020 170,108 184,870 Fidelity Freedom 2030 28,379 28,162 Fidelity Latin America 11,367 12,167
- 17 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997 - Concluded
Column A Column B Column C Column D Column E - --------- ---------------- -------------------------------- ---------- ----------- Identity of Issue, Borrower, Lessor, or Current Similar Party Description of Investment Cost Value - --------- ---------------- ------------------------------------------ ------------ Fidelity Emerging Markets $ 9,488 $ 6,163 Fidelity Mid Cap Stock 149,611 146,292 Fidelity Low Priced Stock 542,818 563,211 Fidelity Export & Multinational 88,063 77,688 * State Street Bank and Trust Money Market 930,557 930,557 ---------- ---------- Total Mutual Funds $54,563,063 $58,596,085 ---------- ---------- Loan Fund 6 - 9% 11,881,273 11,881,273 Principal Mutual Life Investment Contract, 6.23% 2,829,398 2,829,398 Provident National Investment Contract, 7.38% 1,545,330 1,545,330 New York Life Investment Contract, 6.86% 4,776,638 4,776,638 John Hancock Mutual Life Investment Contract, 6.26% 5,629,486 5,629,486 John Hancock Mutual Life Investment Contract, 6.40% 7,695,835 7,695,835 * Metropolitan Life Investment Contract, 7.00% 13,729,698 13,729,698 ---------- ---------- Total Guaranteed Investment Contracts 36,206,385 36,206,385 ---------- ---------- Total Assets Held for Investment $165,653,897 $176,032,848 =========== =========== * Indicates party-in-interest
- 18 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 SERIES OF TRANSACTIONS IN EXCESS OF 5% OF NET ASSETS
Column A Column B Column C Column D Column E Column F Column G Column H Column I - --------------- ----------------- ---------- ---------- -------- ----------- ---------- ---------- --------- Expense Current Incurred Value of Identity of Purchase Selling Lease With Cost of Asset on Net Gain Party/Broker Description Price Price Rental Transaction Asset Trans. Date (Loss) - --------------- ----------------- ---------- ---------- -------- ----------- ---------- ----------- --------- State Street Bank Fixed Income $23,239,725 - - - $23,239,725 $23,239,725 - and Trust Fund - 15,263,212 - - 15,263,212 15,263,212 - Fidelity Magellan 7,400,728 - - - 7,400,728 7,400,728 - - 3,977,558 - - 3,865,579 3,977,558 111,979 Fidelity Contrafund 12,902,719 - - - 12,902,719 12,902,719 - - 7,043,703 - - 6,614,277 7,043,703 429,426 Loan Fund 7,952,093 - - - 7,952,093 7,952,093 - 6 - 9% - 5,015,003 - - 5,015,003 5,015,003 - ---------- ---------- ----- ---------- ---------- ---------- -------- $51,495,265 $31,299,476 $ - $ - $82,253,336 $82,794,741 $541,405 ========== ========== ===== ========== ========== ========== ======== There are no single reportable transactions that reach the 5% of beginning net assets criteria.
- 19 - EX-23 2 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-21029 of General Motors Corporation on Form S-8 of our report dated June 12, 1998 appearing in this Annual Report on Form 11-K of the Saturn Individual Savings Plan for Represented Members for the year ended December 31, 1997. s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Nashville, Tennessee June 22, 1998 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----