-----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, JEMrYvDTGZEJXwdsfrrI67erdksHDFr9azWs/c/lq6RsK7wXRLsPK65uvVwXOimH 5lcGev5uo/iKccUBMvccJA== 0000040730-99-000063.txt : 19990628 0000040730-99-000063.hdr.sgml : 19990628 ACCESSION NUMBER: 0000040730-99-000063 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990625 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: 99652429 BUSINESS ADDRESS: STREET 1: 100 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48265-1000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 3044 W GRAND BOULEVARD CITY: DETROIT STATE: MI ZIP: 48202-3091 11-K 1 SALARY PENSION PLAN 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, 1998 ----------------- 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, 1998 and 1997. . . . . . . . . . . . . . . 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1998 and 1997 5 Notes to Financial Statements . . . . . . . . . . . . . . 6 Supplemental schedules: Line 27a-Schedule of Assets Held for Investment Purposes as of December 31, 1998. . . . . . . . . . . 16 Line 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1998. . . . . . . . . . . . . 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 25, 1999 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, 1998 and 1997, 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, 1998 and 1997, 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, 1998 and (2) reportable transactions for the year ended December 31, 1998, 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 1998 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 4, 1999 - 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, 1998 AND 1997 1998 1997 -------------- ------------- (Dollars in Thousands) ASSETS: Investments, at fair value (Note A): Value of interest in General Motors Savings Plans Master Trust (Note C) $6,933,737 $6,296,807 Mutual funds 4,665,470 3,564,699 Common and collective trust - Fixed Income Fund 356,008 102,534 Participant loans 433,705 469,641 ---------- ---------- 12,388,920 10,433,681 Investments, at contract value (Note A) - Investment contracts 3,491,790 3,100,425 ---------- ---------- Total investments 15,880,710 13,534,106 ---------- --------- Accrued investment income 18,044 16,273 ---------- ---------- Total assets 15,898,754 13,550,379 LIABILITIES: Due to brokers for securities purchased 104 ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $15,898,754 $13,550,275 ========== ========== 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, 1998 AND 1997 1998 1997 -------------- ------------- (Dollars in Thousands) ADDITIONS: Investment income: Net appreciation in fair value of mutual fund investments $471,078 $275,006 Dividends 293,059 269,017 Interest 237,835 218,016 Net investment earnings from the General Motors Savings Plans Master Trust (Note C) 1,368,043 1,102,145 ---------- ---------- Total investment income 2,370,015 1,864,184 Contributions: Employer 173,854 143,367 Participants 480,564 429,378 ---------- ---------- Total contributions 654,418 572,745 ---------- ---------- Total additions 3,024,433 2,436,929 DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (675,954) (575,680) ---------- ---------- NET INCREASE 2,348,479 1,861,249 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 13,550,275 11,689,026 ---------- ---------- End of year $15,898,754 $13,550,275 ========== ========== 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, 1998 AND 1997 A. THE PROGRAM GENERAL - General Motors Corporation (the "Corporation" or "GM") has established the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States (the "Program"), a defined contribution plan. Eligibility is restricted to regular employees of the Corporation 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 Investment Funds Committee of the Corporation's Board of Directors acts as the Program fiduciary and, along with various officers, employees and committees, with authority delegated from the Program fiduciary, controls and manages the operation and administration of the Program subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). 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. In November 1998, the net assets of the Saturn Personal Choices Savings Plan for Non-Represented Members (the "Saturn Personal Choices Plan") were merged into the Program in order to allow for a common savings plan administrative process for both Saturn and GM participants. Net assets of approximately $124,956,000 were transferred into the Program on November 30 from the Saturn Personal Choices Plan. 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 20% 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) $10,000 and $9,500 for 1998 and 1997, respectively or (2) 20% and 15% for 1998 and 1997, respectively, 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 20% of eligible salary for any calendar year. The sum of all four of the above-described methods of contribution may only exceed 20% 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 70% 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, $0.10 Par Value Common Stock Fund. The remainder of an Employee's contributions will be invested at the Employee's direction, in 10% increments, in any of the following investment options: o General Motors $1-2/3 par value Common Stock Fund, o General Motors Class H, $0.10 Par Value Common Stock Fund o Balanced Fund o Equity Index Fund o Income Fund o Mutual Funds Certain costs of Program administration are paid by the Corporation. 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 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 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. The return on a - 7 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES participant'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. 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, 1998 and 1997, respectively, were as follows: Contract Contract Value as Value as Annual Rate Maturity of of of Return Date Issuing Company 12/31/98 12/31/97 - ----------- ---------- ----------------- -------------- -------------- (Dollars in Thousands) Variable N/A Metropolitan Life* $622,738 $609,835 Variable N/A Metropolitan Life* 379,722 271,945 6.40% 3/31/00 Metropolitan Life 84,132 83,179 5.60% 12/12/00 Metropolitan Life 599,716 322,768 Variable 12/31/00 John Hancock 254,924 253,112 6.33% 6/30/00 John Hancock 265,074 6.33% 1/02/03 John Hancock 104,219 6.14% 1/01/01 John Hancock 4,139 Variable 12/31/00 John Hancock 3,806 Variable N/A John Hancock* 232,235 229,325 6.86% 2/4/02 New York Life 268,097 263,890 6.55% 3/14/01 New York Life 226,002 222,990 6.56% 3/31/00 New York Life 84,586 83,388 6.86% 2/4/02 New York Life 2,013 6.51% 6/30/00 New York Life 1,057 Variable N/A Mass Mutual* 359,330 355,410 6.25% 8/15/98 Metropolitan Life 101,911 6.59% 12/31/01 John Hancock 102,842 Variable N/A John Hancock* 194,464 8.28% 1/02/98 Aetna Life & Casualty 5,366 ---------- --------- Total $ 3,491,790 $ 3,100,425 ========== ========= * Individual separate account. The average yield on investment contacts in the Income Fund for the years ended December 31, 1998 and 1997 was 6.3% and 6.6%, respectively. The fair value of investment contracts in the Income Fund exceeded contract value by approximately $118 million as of December 31, 1998. The contract value of investment contracts in the Income Fund approximated fair value as of December 31, 1997. 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 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 for certain common & collective trusts, 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. 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 as of December 31, 1998 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 The Master Trust is composed of six commingled master trust investment funds: the GM $1-2/3 Common Stock Fund, the GM Class H, $0.10 Par Value 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, 1998 and 1997, the Program had approximately a 73% and 74% interest in the Master Trust, respectively. The net assets available for benefits of all participating plans in the Master Trust at December 31, 1998 and 1997 are summarized as follows (dollars in thousands): ASSETS: 1998 1997 Investments, at fair value: --------- --------- Common Stock: General Motors $1-2/3 par value $4,403,246 $4,219,576 General Motors Class H, $0.10 par value 500,474 225,418 Electronic Data Systems 356,304 460,532 Raytheon Class A 267,580 360,087 Other 20,835 15,110 U.S. Government Securities 1,696 2,913 Common and collective trust 3,901,275 3,167,494 Cash 27,252 51,835 --------- --------- Total investments 9,478,662 8,502,965 Receivables: Due from broker for investments sold 21,444 2,664 Accrued investment income 4,979 4,791 --------- --------- Total receivables 26,423 7,455 --------- --------- Total assets $9,505,085 $8,510,420 ========= ========= Liabilities - Due to broker for securities purchased 1,627 8,553 --------- --------- Net assets available for benefits $9,503,458 $8,501,867 ========= ========= - 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, 1998 and 1997 are summarized as follows (dollars in thousands): 1998 1997 --------- --------- Interest $3,993 $4,273 Dividends 132,901 148,332 Stock dividend 314,280 Net appreciation in fair value of investments: Common stocks 923,472 658,340 U.S. Government securities 603 303 Common and collective trust 843,052 703,360 Registered investment company 8,200 8,321 --------- --------- Total net appreciation in fair value of investments 1,775,327 1,370,324 --------- --------- Total investment earnings $1,912,221 $1,837,209 ========= ========= D. FUND INFORMATION Contributions, investment income and distributions to participants by fund are as follows for the years ended December 31, 1998 and 1997. Mutual fund investment options which individually comprise less than 5% of the Program's total net assets available for benefits have been combined. 1998 1997 ------------ ----------- (Dollars in Thousands) Participant Contributions: Master Trust $249,643 $224,316 Income Fund 71,525 87,948 Mutual funds 159,396 117,114 ------- ------- Total $480,564 $429,378 ======= ======= Employer Contributions: Master Trust $173,854 $143,367 ======= ======= Investment income: Interest and dividends: Master Trust $121,144 $129,238 Income Fund 228,084 209,250 Mutual funds 302,810 277,783 --------- --------- Total $652,038 $616,271 --------- --------- Net appreciation in fair value of investments Master Trust $1,246,899 $972,907 Mutual funds 471,078 275,006 --------- --------- Total $1,717,977 $1,247,913 --------- --------- Total investment income $2,370,015 $1,864,184 ========= ========= Distributions to participants: Master Trust ($176,486) ($260,757) Income Fund (262,127) (210,790) Mutual funds (208,102) (92,927) Participant loans (29,239) (11,206) ------- --------- Total ($675,954) ($575,680) ======= ========= - 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. G. SUBSEQUENT EVENTS Effective January 1, 1999, GM established the Delphi Savings-Stock Purchase Program (the "Delphi Program") in connection with the spin-off of Delphi Automotive Systems, which was approved by the Board of Directors of GM on April 12, 1999. For Delphi employees that had investments in the Program, the assets representing their holdings in the Program were transferred into the Delphi Program. The transfer included any outstanding loan balances that Delphi employees had in the Program. All assets transferred to the Delphi Program were reinvested in the corresponding investment options in the Delphi Program. The Delphi Program has been set up to model the GM Savings-Stock Purchase Program and has identical investment fund options. Effective January 11, 1999, the Program was expanded to include a new family of investment funds known as the "Promark Funds". Fifteen Promark Funds were added to the Program, and the names of the Equity Index Fund, the Income Fund, and the Balanced Fund have been changed to the Promark Balanced Large Cap Index Fund, the Promark Income Fund, and the Promark Balanced Fund, respectively. The fifteen funds that were added are as follows: Promark Target Portfolio: Income Promark Target Portfolio: Conservative Growth Promark Target Portfolio: Moderate Growth Promark Target Portfolio: Dynamic Growth Promark Large Cap Blend Fund Promark Large Cap Value Fund Promark Large Cap Growth Fund Promark Mid-Cap Growth Fund Promark Small-Cap Value Fund Promark Small-Cap Growth Fund Promark High Quality Bond Fund Promark High Yield Bond Fund Promark International Equity Fund Promark Emerging Markets Equity Fund Promark Real Estate Securities Fund General Motors Investment Management Corporation(GMIMCo), a wholly-owned subsidiary of GM, will be the fund manager for all of the Promark Funds. Participants should refer to the prospectus for a complete description of the Promark Funds. - 13 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES H. PARTICIPANT UNIT DATA FOR THE YEAR ENDED DECEMBER 31, 1998
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 20,031 2,258 3,335 5,105 87,811 3,037 Net asset value per unit $161.82 $125.22 $119.76 $17.75 $25.73 $103.71 Quarter ended June 30 Plan number of units outstanding 18,954 3,158 3,159 5,079 87,770 2,682 Net asset value per unit $160.26 $104.57 $128.38 $17.86 $26.57 $105.06 Quarter ended September 30 Plan number of units outstanding 21,522 3,669 2,953 4,725 85,057 2,535 Net asset value per unit $131.59 $98.64 $86.93 $16.62 $23.93 $94.58 Quarter ended December 31 Plan number of units outstanding 20,029 4,219 2,675 4,558 82,100 2,403 Net asset value per unit $172.04 $104.86 $131.15 $18.44 $29.04 $94.35
- 14 - GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM FOR SALARIED EMPLOYEES IN THE UNITED STATES H. PARTICIPANT UNIT DATA - Concluded 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
* * * * * * - 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, 1998
Current Description of Investments Cost Value -------------------------- -------------- -------------- (Dollars in Thousands) Value of Interest in General Motors Savings Plans Master Trust* $4,412,865 $6,933,737 Fixed Income Fund 356,008 356,008 Loan Fund* - 433,705 Fidelity Mutual Funds*: ---------------------------- Fidelity 175,296 196,072 Puritan 70,678 72,842 Trend 6,531 6,325 Magellan 247,080 289,482 Contra Fund 324,356 370,305 Equity Income 143,828 147,354 Growth Company 78,808 88,798 Investment Grade 37,214 37,366 Growth & Income 448,034 509,761 Capital & Income 23,384 21,378 Value 105,126 91,283 Government Securities 291,748 293,295 Retirement Growth 62,409 64,001 OTC Portfolio 171,500 202,840 Overseas 45,159 45,558 Europe 214,752 208,547 Pacific Basin 15,468 16,669 Real Estate 30,043 24,305 Balanced Fund 26,540 27,464 International Growth & Income 11,408 11,409 Capital Appreciation 32,176 35,073 Convertible Securities 10,497 10,013 Canada 2,050 1,769 Utilities 31,145 34,639 Blue Chip 352,962 417,912 Asset Manager 25,196 23,734 Disciplined Equity 50,843 54,520 Low Priced Stock 173,149 159,631 Worldwide 60,178 55,540 Equity Income II 217,812 232,912 Stock Selector 43,442 44,344 Asset Manager - Growth 31,130 30,761 Emerging Markets 10,976 9,254 Emerging Growth Fund 27,322 31,151 Diversified International 73,881 74,019 Asset Manager - Income 18,508 18,364 Dividend Growth 470,242 514,256 New Markets Income Fund 11,589 8,646 Fidelity Exp & Multinational Fund 21,564 24,418 Fidelity Global Balanced 1,587 1,734 Fidelity Small Cap Stock 54,612 50,517 Fidelity Mid-Cap Stock 38,466 39,738 Freedom Income Fund 7,599 7,795 Freedom 2000 Fund 12,263 12,739 Freedom 2010 Fund 16,748 17,707 Freedom 2020 Fund 8,429 8,989 Freedom 2030 Fund 5,171 5,526 Global Bond 3,975 4,025 Fidelity Fifty 10,250 10,690 ---------- ---------- Total Mutual Funds $4,353,124 $4,665,470 ---------- ----------
- 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, 1998 Concluded
Current Description of Investment Cost Value - --------------------------------------------------------------- -------------- ------------- (Dollars in Thousands) Investment Contracts: Maturity Issuing Company Date Contract Rate ------------------ ---------- ----------- ------- Metropolitan Life N/A GA13415 Variable $622,738 $622,738 Metropolitan Life N/A GA13414 Variable 379,722 379,722 Metropolitan Life 3/31/00 GAC24537 6.40% 84,132 84,132 Metropolitan Life 12/12/00 GAC24598 5.60% 599,716 599,716 New York Life 3/14/01 GA06362003 6.55% 226,002 226,002 New York Life 3/31/00 GA06362004 6.56% 84,586 84,586 New York Life 2/04/02 GA06362005 6.86% 268,097 268,097 New York Life 2/04/02 30672 6.86% 2,013 2,013 New York Life 6/30/00 GA06493002 6.51% 1,057 1,057 John Hancock 12/31/00 GAC8599 Variable 254,924 254,924 John Hancock N/A GA7271SA76 Variable 232,235 232,235 John Hancock 6/30/00 GAC7885 6.33% 265,074 265,074 John Hancock 1/02/03 GIC9612 6.33% 104,219 104,219 John Hancock 1/01/01 GAC7880 6.14% 4,139 4,139 John Hancock 12/31/00 GIC8314 Variable 3,806 3,806 Mass Mutual N/A GIC10753 Variable 359,330 359,300 ---------- ---------- Total Investment Contracts 3,491,790 3,491,790 ---------- ---------- Total Investments $12,613,787 $15,880,710 ========== ==========
*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, 1998 (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 (157 purchases, 131 sales) $2,186,492 $1,933,017 $1,933,017 -
- 18 - EX-23 2 AUDITOR'S CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-73141 of General Motors Corporation on Form S-8 of our report dated June 4, 1999 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, 1998. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 25, 1999 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----