-----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, OKRq927J9QXQpYCPY0flZE962JLrOwT44fBnMQGTgvRXZeIlcc1KIA402peF2lUU Z3UslI7JDUsPmJfxWUqKyw== 0000040730-99-000068.txt : 19990630 0000040730-99-000068.hdr.sgml : 19990630 ACCESSION NUMBER: 0000040730-99-000068 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: 99654881 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 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 33-19551 -------- 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, 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. . . . . . . . . . . . . . . . . 17 Line 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1998. . . . . . . . . . . . . . . 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 29, 1999 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, 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. 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) transactions in excess of five percent of the current value of plan assets 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 Plan's management. Such schedules have been subjected to the auditing procedures applied in the 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 Nashville, Tennessee June 23, 1999 - 3 - SATURN INDIVIDUAL SAVINGS PLAN FOR 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 $87,724,172 $68,367,643 Mutual Funds 83,796,511 58,596,085 Fixed Income Fund 4,427,712 981,462 Loans to participants 13,779,219 11,881,273 Investments, at contract value: Investment contracts stated at cost plus accumulated interest 42,008,925 36,206,385 ----------- ----------- Total assets 231,736,539 176,032,848 LIABILITIES: Accounts payable - 32,389 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $231,736,539 $176,000,459 =========== =========== 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, 1998 AND 1997 1998 1997 ----------- ----------- ADDITIONS: Investment income: Net appreciation in fair value of investments 2,723,729 $2,890,706 Dividends 5,166,703 3,611,523 Interest 12,095,079 5,320,575 Net investment income from the General Motors Savings Plans Master Trust 18,798,618 14,903,434 ---------- ---------- Total investment income 38,784,129 26,726,238 ---------- ---------- Interest on loans 1,076,522 826,605 ---------- ---------- Participants contributions: After tax 4,607,395 5,948,955 Tax-deferred 17,645,374 19,320,150 Rollover 1,072,918 1,210,933 ---------- ---------- Total contributions 23,325,687 26,480,038 ---------- ---------- Total additions 63,186,338 54,032,881 ---------- ---------- DEDUCTIONS: Benefits paid to participants 7,448,722 7,935,398 Forfeitures 1,536 - ---------- ---------- Total deductions 7,450,258 7,935,398 ---------- ---------- NET INCREASE 55,736,080 46,097,483 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 176,000,459 129,902,976 ----------- ----------- End of year $231,736,539 $176,000,459 =========== =========== 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 (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 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 25% of Eligible Earnings (20% for the period ending December 31, 1997) 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 25% of Eligible Earnings (20% for the period ending December 31, 1997), or $10,000 for the year ended 1998 ($9,500 for the period ending 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 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 Funds: $1-2/3 Par Value; Class H, $0.10 Par Value - Under this option, participants' 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 (see Note F) 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. - 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 five 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: Interest Interest Rate Rate as of as of Fund Investment Contracts 12/31/98 12/31/97 Manager 1998 1997 -------- ----------------------------- ---------- ---------- 6.23% Principal Mutual Life $ 0 $2,829,398 7.38% Provident National 0 1,545,330 6.72% 6.86% New York Life 5,101,449 4,776,638 5.88% 6.26% John Hancock Mutual Life 10,088,487 5,629,486 6.00% 6.40% John Hancock Mutual Life 8,122,654 7,695,835 6.00% 7.00% Metropolitan Life 18,696,335 13,729,698 ---------- ---------- $42,008,925 $36,206,385 ========== ========== The contract value of the investment contracts approximates their fair value at December 31, 1998 and 1997. The average yield on investment contracts for the years ended December 31, 1998 and 1997 was 6.37% and 6.69%, 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 $4,427,712 and $981,462, respectively. Mutual Funds - This option is comprised of three core option mutual funds and fourty-four self directed account mutual funds managed by Fidelity Investments. (See Note C.) 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 participant's account 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. 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, 1998 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 $13,779,219 and $11,881,273, 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 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. - 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: - 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 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 interest rates at December 31, 1998) 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 and Trust General Motors Savings Plans Master Trust $87,724,172* $68,367,643* Fidelity Magellan 18,946,251* 12,282,023* Fidelity Contrafund 32,195,883* 22,413,360* Fidelity Mutual Funds 32,654,377** 23,900,702** ---------- ---------- Total mutual funds 83,796,511 58,596,085 ---------- ---------- State Street Bank and Trust Fixed Income Fund 4,427,712 981,462 Loans to Participants 6% to 9% 13,779,219* 11,881,273* ---------- ---------- Principal Mutual Life Investment Contract, 6.23% 0 2,829,398 Provident National Investment Contract, 7.38% 0 1,545,330 New York Life Investment Contract, 6.72% 5,101,449 4,776,638 John Hancock Mutual Life Investment Contract, 5.88% 10,088,487 5,629,486 John Hancock Mutual Life Investment Contract, 6.00% 8,122,654 7,695,835 Metropolitan Life Investment Contract, 6.00% 18,696,335* 13,729,698* ---------- ---------- Total Guaranteed Investment Contracts 42,008,925 36,206,385 ---------- ---------- TOTAL $231,736,539 $176,032,848 =========== =========== * Represents 5% or more of Plan assets. ** Represents the total of forty-five (forty-four as of December 31, 1997) 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 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 81,370 $172.040 89,780 $131.590 GM Class H Common Stock 6,340 104.860 4,194 98.640 Raytheon Class A Common Stock Fund 5,461 94.350 5,648 94.580 Equity Index Fund 2,409,678 29.040 2,404,108 23.930 Balanced Fund 139,271 18.440 131,764 16.620 Income Fund 3,573,315 12.961 3,109,739 12.760 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 76,705 $160.260 75,585 $161.820 GM Class H Common Stock 2,230 128.380 - - Raytheon Class A Common Stock Fund 5,977 105.060 6,403 103.710 Equity Index Fund 2,434,863 26.570 2,387,660 25.730 Balanced Fund 149,005 17.860 160,524 17.750 Income Fund 3,043,804 12.559 3,124,589 12.359 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 - 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, 1998 and 1997: 1998 1997 Employee Contributions: GM $1-2/3 par value Common Stock Fund $1,310,963 $1,749,313 GM Class H Common Stock 16,042 - Equity Index Fund 5,659,740 5,955,223 Balanced Fund 428,871 454,195 Income Fund 6,505,168 7,874,553 Fidelity Mutual Funds 3,773,750 4,097,495 Fidelity Contrafund 3,533,919 4,270,360 Fidelity Magellan 2,097,234 2,078,899 ---------- ---------- $23,325,687 $26,480,038 ========== ========== Investment Income: GM $1-2/3 par value Common Stock Fund $3,350,137 $1,553,382 GM Class H Common Stock (78,629) - Raytheon Class A Common Stock Fund 49,612 650,294 Equity Index Fund 15,201,653 12,402,775 Balanced Fund 275,844 269,868 Income Fund 3,828,866 2,382,141 Fidelity Mutual Funds 4,262,636 3,346,569 Fidelity Contrafund 7,403,993 3,899,195 Fidelity Magellan 4,490,017 2,222,014 ---------- ---------- $38,784,129 $26,726,238 ========== ========== Benefits Paid to Participants: GM $1-2/3 par value Common Stock Fund $642,136 $835,935 GM Class H Common Stock 16,305 Raytheon Class A Common Stock Fund 29,349 375 Equity Index Fund 2,058,351 2,247,507 Balanced Fund 139,127 52,813 Income Fund 2,890,074 3,188,370 Fidelity Mutual Funds 652,503 527,807 Fidelity Contrafund 621,019 631,876 Fidelity Magellan 399,858 450,715 ---------- ---------- $7,448,722 $7,935,398 ========== ========== - 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 $(2,844,268) $(1,466,531) GM Class H Common Stock 736,457 - Raytheon Class A Common Stock Fund (100,598) (14,627) Equity Index Fund (720,464) 1,860,888 Balanced Fund (207,701) 65,258 Income Fund 1,727,699 (5,623,460) Fidelity Mutual Funds 1,474,754 3,333,785 Fidelity Contrafund (666,990) 604,630 Fidelity Magellan 601,111 1,240,057 --------- --------- $ - $ - ========= ========= 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 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. The EDS Common Stock Fund is not an investment option that is available under the Plan. 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, 1998 and 1997: 1998 1997 Value of interest in Master Trust $87,724,172 $68,367,643 ---------- ----------- Percentage of total Master Trust 0.92% 0.80% ---------- ----------- Value of interest in the net investment income from Master Trust accounts $18,798,618 $14,903,434 ---------- ---------- Percentage of total Master Trust net investment gain 0.98% 0.81% ---------- ---------- - 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, 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 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 Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
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 $77,291,468 $87,724,172 * State Street Bank Fixed Income Fund 4,189,707 4,427,712 and Trust Mutual Funds: * Fidelity Magellan 17,747,952 18,946,251 * Fidelity Puritan 9,060,370 9,209,080 * Fidelity Contrafund 31,053,773 32,195,883 * Fidelity Asset Manager 2,757,649 2,480,303 * Fidelity Capital Appreciation 133,080 141,243 * Fidelity Retirement Growth 313,397 298,565 * Fidelity Value 820,456 714,938 * Fidelity Small Cap Stock 257,283 272,696 * Fidelity Fifty 108,668 116,706 * Fidelity OTC Portfolio 499,269 550,554 * Fidelity Capital & Income 2,142 2,120 * Fidelity Stock Selector 283,868 279,736 * Fidelity Disciplined Equity 257,773 255,970 * Fidelity Growth Company 503,356 501,356 * Fidelity Dividend Growth 2,582,836 2,645,938 * Fidelity Trend 12,089 12,979 * Fidelity Blue Chip Growth 4,331,224 4,562,980 * Fidelity Fidelity Fund 940,650 981,414 * Fidelity International Growth & Income 213,078 210,657 * Fidelity Equity Income 629,385 616,417 * Fidelity Equity Income II 1,646,926 1,584,154 * Fidelity Real Estate Investment 98,812 102,896 * Fidelity Utilities 144,020 147,731 * Fidelity Worldwide 276,023 274,729 * Fidelity Canada 21,598 22,110 * Fidelity Diversified International 388,989 381,542 * Fidelity Pacific Basin 71,578 73,534 * Fidelity Growth & Income 2,866,775 2,928,642 * Fidelity Europe 712,725 685,887 * Fidelity Overseas 539,875 531,805 * Fidelity Asset Manager Growth 220,957 202,018 * Fidelity Convertible Securities 51,838 51,268 * Fidelity Balanced 13,064 13,292 * Fidelity Global Bond 21,260 21,473 * Fidelity Investment Grade 97,088 97,123 * Fidelity Government Income 111,435 111,210 * Fidelity Freedom Income 28 28 * Fidelity Freedom 2000 993 988 * Fidelity Freedom 2010 106,991 107,125 * Fidelity Freedom 2020 225,104 227,923 * Fidelity Freedom 2030 38,203 38,826 * Fidelity Aggressive Growth 177,612 183,083
- 17 - SATURN INDIVIDUAL SAVINGS PLAN FOR REPRESENTED MEMBERS Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 - 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 Asset Manager Income $ 591 $ 592 * Fidelity Global Balance 501 517 * Fidelity Mid Cap Stock 251,039 264,983 * Fidelity Low Priced Stock 588,080 598,528 * Fidelity Export & Multinational 139,134 148,718 ---------- ---------- Total Mutual Funds 81,319,537 83,796,511 ---------- ---------- Loan Fund 6% to 9% 13,779,219 13,779,219 New York Life Investment Contract, 6.72% 5,101,449 5,101,449 John Hancock Mutual Life Investment Contract, 5.88% 10,088,487 10,088,487 John Hancock Mutual Life Investment Contract, 6.00% 8,122,654 8,122,654 * Metropolitan Life Investment Contract, 6.00% 18,696,335 18,696,335 ---------- ---------- Total Guaranteed Investment Contracts 42,008,925 42,008,925 ---------- ---------- Total Assets Held for Investment $218,588,856 $231,736,539 =========== ===========
* Indicates party-in-interest - 18 - SATURN INDIVIDUAL SAVINGS PLAN FOR 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 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 $26,534,929 $ - $ - $ - $26,534,929 $26,534,929 $ - and Trust Fund 23,081,686 - - 23,081,686 23,081,686 - ----------- ---------- ------- ------- ----------- ----------- ------- $26,534,929 $23,081,686 $ - $ - $49,616,615 $49,616,615 $ - ========== ========== ======== ======== =========== =========== ======= There are no single reportable transactions that reach the 5% of beginning net assets criteria.
- 19 - EX-23 2 AUDITOR'S CONSENT 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 23, 1999 appearing in this Annual Report on Form 11-K of the Saturn Individual Savings Plan for Represented Members for the year ended December 31, 1998. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Nashville, Tennessee June 29, 1999 - 20 - -----END PRIVACY-ENHANCED MESSAGE-----