-----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, M46xsjxrUAwIbQ05IVMBExUarYSl3f4M8I/GSqdOjy89qIGkRbQJTKm//sJyBBlh ChnQOeA7pANNCHU4CD79mg== 0000040730-99-000066.txt : 19990630 0000040730-99-000066.hdr.sgml : 19990630 ACCESSION NUMBER: 0000040730-99-000066 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654791 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 SATURN PENSION PLAN FOR NON-REPRESENTED EMPLOYEES 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 33-43747 -------- SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-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 Personal Choices Savings Plan for Non-Represented Members: 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 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1998. . . . . . . . . . . . . . . 17 Supplemental schedules not listed above are omitted because of the absence of the conditions under which they are required. (b) EXHIBIT ------- Exhibit 23 - Independent Auditors' Consent . . . . . . . . . . 18 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 Personal Choices Savings Plan for Non-Represented Members -------------------------------- (Name of plan) Date June 29, 1999 By: ------------- /s/John F. Smith, Jr. ------------------------------ (John F. Smith, Jr., Chairman President's Council) - 2 - INDEPENDENT AUDITORS' REPORT - ---------------------------- Saturn Personal Choices Savings Plan for Non-Represented Members: We have audited the accompanying statements of net assets available for benefits of the Saturn Personal Choices Savings Plan for Non-Represented Members (the "Plan") 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 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, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. As discussed in Note A to the financial statements, the Plan merged into the General Motors Savings Stock Purchase Program effective November 30, 1998. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1998, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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. This schedule is the responsibility of the Plan's management. This schedule has been subjected to the auditing procedures applied in the audit of the basic 1998 financial statements and, in our opinion, is 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 25, 1999 - 3 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998 AND 1997 1998 1997 ASSETS: ----------- ----------- Investments, at fair value: Value of interest in General Motors Savings Plans Master Trust $ - $54,109,031 Fixed Income Fund - 1,056,902 Mutual Funds - 24,983,305 Loans to participants - 2,829,375 Investments, at contract value: Investment contracts stated at cost plus accumulated interest - 13,426,191 ---------- ---------- Total assets - 96,404,804 LIABILITIES: Due to brokers for securities purchased, not settled - 43,629 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ - $96,361,175 ========== ========== Reference should be made to the Notes to Financial Statements. - 4 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997 1998 1997 ----------- ----------- ADDITIONS: Investment income: Net appreciation in fair value of investments $ 2,025,020 $1,693,866 Dividends 566,739 1,267,343 Interest 2,541,161 1,857,976 Net investment income from the General Motors Savings Plans Master Trust 8,812,138 8,224,906 ---------- ---------- Total investment income 13,945,058 13,044,091 Interest on loans 159,772 185,033 Contributions: Employer 3,856,249 3,868,046 Participants 12,906,801 14,820,839 ---------- ---------- Total contributions 16,763,050 18,688,885 ---------- ---------- Total additions 30,867,880 31,918,009 DEDUCTIONS: Benefits paid to participants 2,256,042 2,154,021 Forfeitures 16,520 16,979 ---------- ---------- Total deductions 2,272,562 2,171,000 ---------- ---------- NET INCREASE BEFORE TRANSFERS 28,595,318 29,747,009 TRANSFER OUT (Note A) (124,956,493) - ------------- ----------- NET (DECREASE) INCREASE AFTER TRANSFERS (96,361,175) 29,747,009 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 96,361,175 66,614,166 ---------- ---------- End of year $ - $96,361,175 ========== ========== Reference should be made to the Notes to Financial Statements. - 5 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-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 Personal Choices Savings Plan for Non-Represented Members (the "Plan"). 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 non-represented members with tax-deferred and after-tax voluntary savings opportunities. Participant savings are matched, in part, by Saturn contributions credited to the Plan. 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. Effective November 30, 1998, the Plan was merged into the General Motors Savings Stock Purchase Program (the "Program"). All assets and liabilities of the Plan were transferred to the Program on that date. Participation Eligibility in the Plan is restricted to regular employees of Saturn compensated fully or partly by salary who are not represented by the United Auto Workers ("UAW") or other labor organizations. 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 Monthly Salary 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 Monthly Salary, or $10,000 for the years ended 1998 and 1997, 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 Savings-Stock Purchase Program Trust. There were no transfers in process relating thereto at December 31, 1998 or 1997. 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"). Saturn Matching Contributions Saturn currently matches Participant Savings at 70% of Basic Savings. For the plan year 1997, the Saturn match was 60%. A participant's "Basic Savings" are defined as savings which do not exceed 6% of Eligible Monthly Salary. - 6 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued Description of Investment Options: General Motors Corporation Common Stock $1-2/3 Par Value, EDS Common Stock Fund, Class H $0.10 Par Value, and Raytheon Class A Common Stock Funds - Under these options, participants' contributions are invested in the respective classes of 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. Assets invested in each of the classes of common stock ($1-2/3 par value, EDS Common Stock Fund, Class H, and Raytheon Class A 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 particular class of common stock fund. The number of units credited to each participant's account will be determined by the amount of the participant's contributions and the purchase price of a unit in the respective class of common stock fund. EDS Common Stock Fund - Effective June 7, 1996, the net assets of Electronic Data Systems ("EDS") were split-off from the net assets of General Motors. In connection with the split-off, all shares of GM Class E Common Stock were converted to shares of EDS Common Stock, and participant assets in the GM Class E Common Stock Fund were converted to the EDS Common Stock Fund. The EDS Common Stock Fund will remain as an investment option in the Plan through July 31, 2001; however, no further contributions or exchanges from any other investment options into the EDS Common Stock Fund will be permitted during that time. Dividends, if any, paid on EDS Common Stock held by the Plan will be invested in an income fund investment option prior to allocation to participant 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 EDS common stock, the amount of any dividends paid thereon, and by interest earned on short-term investments held by each fund. 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. - 7 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued 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 participants' 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. From time to time, investment managers may use derivative financial instruments including forward exchange contracts and futures contracts. Derivative instruments are used 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 utilize such financial instruments, is not considered significant to the Plan's financial statements. The above six 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, 1998 and 1997, respectively, were as follows: - 8 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued Interest Interest Rate Rate Rate as of as of Fund InvestmentContracts 12/31/98 12/31/97 Manager 1998 1997 --------- -------- ----------- -% 6.51% New York Life $ - $1,116,933 -% 6.80% New York Life - 2,122,950 -% 6.54% John Hancock Mutual Life - 3,705,045 -% 6.50% John Hancock Mutual Life - 3,047,046 -% 7.30% Metropolitan Life - 3,195,298 -% 6.23% Principal Mutual Life - 160,046 -% 7.27% Provident National - 78,873 ---------- ---------- $ - $13,426,191 ========== ========== The contract value of the investment contracts approximates their fair value at December 31, 1998 and 1997. The average yield on the investment contracts for the years ended December 31, 1998 and 1997 was 6.02% and 6.75%, respectively. In 1998 and 1997 investments were also made in short-term U.S. Government debt obligations and cash. At December 31, 1998 and 1997, the fair value of such investments, considered as the Fixed Income Fund, was $0 and $1,056,902, respectively. Mutual Funds - This option is comprised of three core option mutual funds and forty-three self directed account mutual funds managed by Fidelity Investments. (See Note C.) The core option mutual funds are Fidelity Magellan, Puritan, and Contrafund. 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. Vesting Employee contributions vest immediately. Saturn matching contributions and earnings thereon vest fully upon the attainment of 5 years of credited service, death, total and permanent disability or retirement. Distributions Employees 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 participant's account balance exceeds $5,000 ($3,500 for the period ending December 31, 1997). 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, 1998 and 1997. 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. - 9 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued 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 accrue to the assets liquidated for the loan. At December 31, 1998 and 1997, loans to participants were $0 and $2,829,375, respectively. Termination of the Plan Saturn has the right under the Plan to discontinue its contributions at any time and 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 above, or o distribute the assets remaining in the Plan in a lump sum to participants and beneficiaries in proportion to their respective account balances. As discussed above, the Plan was merged into the General Motors Savings Stock Purchase Program effective November 30, 1998. 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: - General Motors Savings Plans Master Trust (the "Master Trust")- at estimated market prices of the assets in the Master Trust as determined by the investment manager. - Investment Contacts - at contract value, which consists of cost plus accumulated interest. - 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 Corporation Common Stocks acquired by the Trustee for 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. - 10 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued o Certain costs of Plan administration are paid by Saturn. 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 differ from those estimates. C. INVESTMENTS The table below details the investment managers, the investment types (and interest rates at December 31, 1997) and the carrying value of investments as of December 31, 1998 and 1997. Investment Manager Investment Type 1998 1997 - ------------------ --------------------------------- ---------- ---------- State Street Bank Value of Interest in General and Trust Motors Savings Plans Master Trust $ - $54,109,031* State Street Bank and Trust Fixed Income Fund - 1,056,902 Fidelity Magellan - 5,537,037* Fidelity Puritan - 2,773,335 Fidelity Contrafund - 7,229,662* Fidelity Self Directed Accounts - 9,443,271** --------- ---------- Total mutual funds - 24,983,305 Loans to Participants 6% to 9% - 2,829,375 --------- ---------- New York Life Investment Contract, 6.51% - 1,116,933 New York Life Investment Contract, 6.80% - 2,122,950 Provident National Investment Contract, 7.27% - 78,873 Principal Mutual Investment Contract, 6.23% - 160,046 Life John Hancock Mutual Investment Contract, 6.54% - 3,705,045 Life John Hancock Mutual Investment Contract, 6.50% - 3,047,046 Life Metropolitan Life Investment Contract, 7.30% - 3,195,298 ---------- ---------- Total Guaranteed Investment Contracts - 13,426,191 ---------- ---------- TOTAL $ - $96,404,804 ========== ========== * Represents 5% or more of Plan assets. ** Represents the total of forty-three individual mutual funds managed by Fidelity Investments for the year ended December 31, 1997, none of which exceed 5% or more of Plan assets. - 11 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-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 of: December 31, September 30, Number of Value of Number of Value of Units Each Unit Units Each Unit Fiscal Year 1998 GM $1-2/3 par value Common Stock Fund - - 201,685 131.590 GM Class H Common Stock Fund - - 40,055 98.640 EDS Common Stock Fund - - 37,811 86.930 Raytheon Class A Common Stock Fund - - 25,284 94.580 Income Fund - - 1,205,380 12.752 Equity Index Fund - - 825,227 23.930 Balanced Fund - - 82,045 16.620 June 30, March 31, Number of Value of Number of Value of Units Each Unit Units Each Unit Fiscal Year 1998 GM $1-2/3 par value Common Stock Fund 172,019 160.260 170,185 161.820 GM Class H Common Stock Fund 37,418 128.380 26,225 125.220 EDS Common Stock Fund 40,027 104.570 42,503 119.760 Raytheon Class A Common Stock Fund 26,616 105.060 28,807 103.710 Income Fund 1,273,921 12.552 1,323,426 12.350 Equity Index Fund 814,436 26.570 786,634 25.730 Balanced Fund 84,744 17.860 73,639 17.750 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 180,527 $145.830 163,207 $160.890 GM Class H Common Stock Fund 22,726 103.750 19,330 181.250 EDS Common Stock Fund 47,607 114.660 51,604 92.780 Raytheon Class A Common Stock Fund 32,183 89.890 - - Income Fund 1,201,950 12.154 1,104,123 11.955 Equity Index Fund 710,434 22.580 700,757 21.950 Balanced Fund 62,241 16.370 56,077 16.490 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 174,038 $134.080 164,093 $139.390 GM Class H Common Stock Fund 20,249 159.560 22,240 150.840 EDS Common Stock Fund 55,784 107.050 58,313 105.410 Income Fund 1,033,351 11.758 950,167 11.569 Equity Index Fund 566,192 20.420 566,432 17.380 Balanced Fund 45,877 15.620 42,698 14.300 - 12 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued E. FUND INFORMATION Participant and employer contributions, investment income (loss), benefits paid to participants, and interfund transfers by fund are as follows for the years ended December 31, 1998 and 1997: 1998 1997 Participant Contributions: GM $1-2/3 par value Common Stock Fund $4,167,863 $4,659,864 GM Class H Common Stock Fund 879,664 1,122,135 EDS Common Stock Fund 1,128 - Income Fund 1,674,105 2,189,375 Equity Index Fund 1,686,335 2,189,632 Balanced Fund 171,842 175,544 Fidelity Magellan Fund 1,424,508 975,969 Fidelity Puritan Fund 469,462 535,745 Fidelity Contrafund 1,256,028 1,388,138 Self-Directed Accounts 1,175,866 1,584,437 ---------- ---------- $12,906,801 $14,820,839 ========== ========== Employer Contributions: GM $1-2/3 par value Common Stock Fund $3,856,249 $3,868,046 ========= ========= Investment Income (Loss): GM $1-2/3 par value Common Stock Fund $5,604,130 $2,920,692 GM Class H. Common Stock Fund (328,381) (1,011,900) EDS Common Stock Fund (528,287) (3,334) Raytheon Class A Common Stock Fund 357,362 2,903,176 Income Fund 1,033,576 890,554 Equity Index Fund 3,611,182 3,315,237 Balanced Fund 96,132 101,035 Fidelity Magellan Fund 1,308,664 871,575 Fidelity Puritan Fund 372,716 369,875 Fidelity Contrafund 1,187,886 1,165,928 Self-Directed Accounts 1,230,078 1,521,253 --------- --------- $13,945,058 $13,044,091 ========== ========= Benefits Paid to Participants: GM $1-2/3 par value Common Stock Fund $618,491 $562,538 GM Class H Common Stock Fund 85,807 52,506 EDS Common Stock Fund 118,521 134,217 Raytheon Class A Common Stock Fund 57,654 175 Income Fund 389,479 648,110 Equity Index Fund 404,708 427,315 Balanced Fund 42,149 4,668 Fidelity Magellan Fund 149,547 93,929 Fidelity Puritan Fund 98,502 44,416 Fidelity Contrafund 251,013 153,448 Self-Directed Accounts 40,171 32,699 --------- --------- $2,256,042 $2,154,021 ========= ========= - 13 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued 1998 1997 Interfund Trust Transfers: GM $1-2/3 par value Common Stock Fund $(8,025,737) $(5,519,926) GM Class H Common Stock Fund 1,418,159 (1,354,026) EDS Common Stock Fund (1,065,350) (1,176,897) Raytheon Common Stock Fund (741,349) (16,804) Income Fund 3,141,260 1,753,422 Equity Index Fund 1,917,812 2,551,243 Balanced Fund 363,218 134,906 Fidelity Magellan Fund 835,813 963,984 Fidelity Puritan Fund (131,669) 711,037 Fidelity Contrafund 248,018 138,516 Self-Directed Accounts 2,039,825 1,814,545 --------- --------- $ - $ - ========= ========= 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 (prior to the merger of this plan, as discussed in Note A). The Master Trust is composed of six master trust investment options: the GM $1-2/3 Common Stock Fund, the GM Class H Common Stock Fund, the EDS Common Stock Fund, Raytheon Common Stock Fund, the Equity Index Fund, and the Balanced Fund. Each of these investment options is described in Note A. Each participating employee benefit plan has an undivided interest in the net assets and changes therein of each of the five Master Trust investment options. The net investment income of each of the Master Trust investment funds is allocated by the trustee to each participating plan based on that plan's interest in each Master Trust investment fund, as compared with the total interest 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, 1998 and 1997: 1998 1997 Value of interest in Master Trust $ - $54,109,031 ------------ ---------- Percentage of total Master Trust -% 0.64% ------------ ---------- Value of interest in the net investment income from Master Trust accounts $ 8,812,138 $ 8,224,906 ------------- ---------- Percentage of total Master Trust net investment gain 0.46% 0.45% ------------- ---------- - 14 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS NOTES TO FINANCIAL STATEMENTS - Continued The net assets available for benefits of all participating plans in the Master Trust at December 31, 1998 and 1997 are summarized in thousands as follows: 1998 1997 ASSETS 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 EDS Common Stock Fund 356,304 460,532 Raytheon Class A Common Stock Fund 267,580 360,087 Other 20,835 15,110 U.S. Government Securities 1,696 2,913 Common and Collective Trusts 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 ========= ========= The net investment income of all participating plans in the Master Trust for the years ended December 31, 1998 and 1997 is summarized in thousands as follows: 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 trusts 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 income $1,912,221 $1,837,209 ========= ========= - 15 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-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 in the Complete Text of the Plan and included with the confirmation letters sent to the Participant for withdrawals and distributions of assets. * * * * * * - 16 - SATURN PERSONAL CHOICES SAVINGS PLAN FOR NON-REPRESENTED MEMBERS Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 SERIES OF TRANSACTIONS IN EXCESS OF 5% OF NET ASSETS
Column A Column B Column C Column D Col. 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 $20,257,722 $ - $ - $ - $20,257,722 $20,257,722 $ - and Trust Fund 21,311,052 - - 21,311,052 21,311,052 - Fidelity Magellan - 11,024,105 - - 10,891,683 11,024,105 132,422 Fidelity Contrafund - 12,095,944 - - 11,936,253 12,095,944 159,691 --------- ----------- ----- ------ ----------- ----------- -------- $20,257,722 $44,431,101 $ - $ - $64,396,710 $64,688,823 $292,113 ========== ========== ===== ====== =========== ========== =======
There are no single reportable transactions that reach the 5% of beginning net assets criteria. - 17 - EX-23 2 AUDITOR'S CONSENT Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-17937 of General Motors Corporation on Form S-8 of our report dated June 25, 1999, appearing in this Annual Report on Form 11-K of the Saturn Personal Choices Savings Plan for Non-Represented Members for the year ended December 31, 1998. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Nashville, Tennessee June 29, 1999 - 18 - -----END PRIVACY-ENHANCED MESSAGE-----