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
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ACT OF 1934
For the fiscal year ended December 31, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the transition period from to
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Commission file number 33-19551
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
--------------------------------
(Full title of the plan)
General Motors Corporation
100 Renaissance Center, Detroit, Michigan 48243-7301
3044 West Grand Blvd., Detroit, Michigan 48202-3091
---------------------------------------------------
(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
3044 West Grand Blvd.
Detroit, Michigan 48202-3091
- 1 -
FINANCIAL STATEMENTS AND EXHIBIT
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(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, 1996 and 1995. . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1996 and 1995. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental schedules:
Line 27a-Schedule of Assets Held for Investment Purposes,
as of December 31, 1996. . . . . . . . . . . . . . . . . 16
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1996. . . . . . . . . . . . . . . 18
Supplemental schedules not listed above are omitted
because of the absence of the conditions under
which they are required.
(b) EXHIBIT
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Exhibit 23 - Independent Auditors' Consent. . . . . . . . . . . 19
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 20, 1997 By:
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/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, 1996 and 1995, 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,
1996 and 1995, and the changes in its net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1996 and (2) reportable
transactions for the year ended December 31, 1996 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 1996 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 13, 1997
- 3 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
1996 1995
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ASSETS:
Investments, at fair value:
Value of Interest in General Motors Savings
Plans Master Trust $49,062,156 $37,680,162
Mutual Funds 35,425,308 16,223,085
Fixed Income Fund 8,957,879 4,457,488
Loans to participants 9,001,970 6,926,226
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 27,455,663 26,481,179
Receivables
Contributions - 633,598
----------- ----------
Total assets 129,902,976 92,401,738
LIABILITIES:
Accounts payable - 122,395
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $129,902,976 $92,279,343
=========== ==========
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, 1996 AND 1995
1996 1995
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ADDITIONS:
Investment income:
Net appreciation in
fair value of investments $1,777,384 $ 857,608
Dividends 2,449,584 780,416
Interest 2,009,369 1,863,335
Net investment income from the General
Motors Savings Plans Master Trust 7,490,763 9,498,714
--------- ---------
Total investment income 13,727,100 13,000,073
Interest on loans 609,113 436,634
Participants contributions:
After tax 7,921,919 7,593,268
Tax-deferred 19,271,548 15,590,410
Rollover 710,252 1,078,647
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Total contributions 27,903,719 24,262,325
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Total additions 42,239,932 37,699,032
DEDUCTIONS:
Benefits paid to participants 4,614,535 3,793,572
Forfeitures 1,764 730
---------- ----------
Total deductions 4,616,299 3,794,302
NET INCREASE 37,623,633 33,904,730
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 92,279,343 58,374,613
------------ -----------
End of year $129,902,976 $92,279,343
=========== ==========
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 Finance Committee of the
Corporation's Board of Directors 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 temporary, 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 18% of Eligible Earnings (20% effective
January 1, 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 18% of Eligible Earnings (20% effective
January 1, 1997), or $9,500 and 9,240 for the years ended 1996 and 1995,
respectively, whichever is less, on a tax-deferred basis, whereby the
contributions are excluded from the participant's taxable income until
such amounts are distributed to the participant from the Plan
("Tax-Deferred Savings").
o Participants may elect to combine the above contribution methods,
provided the contribution limitations noted above are not exceeded.
o Participants who have transferred to Saturn from another unit of the
Corporation are allowed to transfer assets into the Plan from the General
Motors Corporation Personal Savings Plan Trust.
o Newly hired Employees are permitted to make a rollover contribution equal
to the taxable portion of cash proceeds received from a previous
employer's qualified savings plan ("Rollover Contributions").
Description of Investment Options:
GENERAL MOTORS CORPORATION COMMON STOCK $1-2/3 PAR VALUE - Under this
option, a participant's contributions are invested in General Motors common
stock.
Each participant directs the Trustee how to vote common stock shares
allocated to his or her account. The Trustee will not exercise voting rights
with respect to those shares for which a direction has not been received by the
required deadline.
- 6 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Assets invested in the Common Stock Fund are expressed in terms of units
rather than shares of stock. Each unit represents a proportionate interest
in all of the assets of the Common Stock Fund. The number of units credited
to a participant's account will be determined by the amount of the
participant's contributions and the purchase price of a unit.
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 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.
Effective January 1, 1995, the above three options were 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, 1996 and 1995, respectively, were as
follows:
Interest Interest
Rate Rate
as of as of Fund Investment Contracts
12/31/96 12/31/95 Manager 1996 1995
-------- ----------------------------- ---------- ----------
6.23% 6.23% Principal Mutual Life $2,663,481 $4,687,940
7.38% 7.38% Provident National 1,439,123 2,504,741
- 8.90% Prudential Life - 1,245,491
- 6.77% New York Life - 115,650
6.36% 6.14% John Hancock Mutual Life 3,292,389 3,099,649
6.20% 6.00% John Hancock Mutual Life 7,236,957 2,841,114
7.09% 7.00% Metropolitan Life 12,823,713 11,986,594
---------- ----------
$27,455,663 $26,481,179
========== ==========
- 7 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
The contract value of the investment contracts approximates their fair value
at December 31, 1996 and 1995. The average yield on investment contracts for
the years ended December 31, 1996 and 1995 was 6.70% and 6.78%,
respectively.
In 1996 and 1995, investments were also made in short-term U.S. Government
debt obligations and cash. At December 31, 1996 and 1995, the fair value of
such investments, considered as the Fixed Income Fund was $8,957,879 and
$4,457,488, respectively.
MUTUAL FUNDS - This option is comprised of four core option mutual funds and
thirty-five self directed account mutual funds managed by Fidelity
Investments. (See Note C.) The core option mutual funds are Fidelity
Magellan, Puritan, Contrafund and Asset Manager. Each fund has a different
objective and investment strategy. To pursue their objectives, the fund
managers invest in a wide variety of investments. Complete information about
each fund's objectives and investments is contained in that fund's
prospectus.
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 withdraw their Tax-Deferred Savings after they reach age 59-1/2
or prior to age 59-1/2 for Financial Hardship, as defined in the Plan's
"Complete Text". After-Tax Savings, vested Saturn matched contributions and
related earnings may be withdrawn any time upon a participant's request. Upon
termination of employment, a final distribution of assets is made unless
termination is by retirement, or the participants account exceeds $3,500. In
those instances, the distribution may be deferred until April 1 of the year
after the participant reaches the age of 70-1/2.
There were no distributions payable to participants included in net assets
available for benefits as of December 31, 1996 and 1995.
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, 1996 ranged from 6% to
9%). Interest paid on the loans is credited back to the borrowing participant's
account in the Plan. No earnings will accrue to the assets liquidated for the
loan. At December 31, 1996 and 1995 loans to participants were $9,001,970 and
$6,926,226, respectively.
- 8 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, Saturn has the right under
the Plan to terminate the Plan subject to the provisions of ERISA. In the event
of termination, partial termination, or complete discontinuance of
contributions, the Administrator may direct the Trustee to:
o continue to administer the Plan and pay account balances in accordance
with the Plan's distribution policy described in Note A, or
o distribute the assets remaining in the Plan in a lump sum to participants
and beneficiaries in proportion to their respective account balances.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies followed in the preparation of the accompanying
financial statements are as follows:
o Investments are stated as follows:
- Value of Interest in General Motors Savings Plans Master Trust - at
estimated market prices of the assets in the Master Trust as
determined by the investment manager.
- Investment Contacts - at contract value, which consists of cost plus
accumulated interest.
- Common/Collective Trust - Fixed Income Fund - at estimated market
prices of the assets in the Fund as determined by the investment
manager.
- Mutual Funds - at quoted market value.
o General Motors common stock, $1-2/3 par value, acquired by the Trustee
for purposes of the Plan may be obtained by purchases on the open
market or from the Corporation by subscription or purchase. Such
stock acquired by the Trustee on the open market is credited to the
participants' accounts at the average per share cost of such purchases
(excluding brokerage commissions, transfer taxes, etc.) made for each
month. Stock obtained by the Trustee directly from the Corporation is
credited to participants' accounts either at the average per share
cost to the Trustee of the open market purchases of the stock acquired
for a particular month or, in those months in which the Trustee
acquires no stock on the open market, at the average of the daily mean
high and low market prices of the stock as reported on the Composite
Tape of Transactions for such month.
o Securities transactions are recorded on the date the trades are
executed.
o Net appreciation in value of investments held, sold, or distributed
represents the change in the market value of the Plan's investments
during the year.
o Investment income is recognized as earned.
o The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported therein. Due to the inherent
uncertainty involved in making estimates, actual results reported in
future periods may be based upon amounts which differ from those
estimates.
o Certain costs of Plan administration are paid by Saturn.
o Certain reclassifications have been made to prior-year amounts to conform
with current-year presentation.
- 9 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
C. INVESTMENTS
The table below details the investment managers, the investment types and the
carrying value of investments as of December 31, 1996 and 1995.
Investment Manager Investment Type 1996 1995
- -------------------- ----------------------- ------------ ------------
State Street Bank Value of Interest in
and Trust General Motors Savings
Plans Master Trust $49,062,156* $37,680,162*
Fidelity Magellan 7,397,544* 4,888,364*
Fidelity Puritan 4,110,838 1,901,432
Fidelity Contrafund 14,870,776* 5,776,146*
Fidelity Asset Manager 1,334,359 688,196
Fidelity Self-Directed Accounts 7,711,791** 2,968,947**
---------- ----------
Total mutual funds 35,425,308 16,223,085
---------- ----------
State Street Bank
and Trust Fixed Income Fund 8,957,879* 4,457,488
Loans to Participants 6% to 9% 9,001,970* 6,926,226*
Principal Mutual Life Investment Contract, 6.23% 2,663,481 4,687,940*
Provident National Investment Contract, 7.38% 1,439,123 2,504,741
Prudential Life Investment Contract, 8.90% - 1,245,491
New York Life Investment Contract, 6.77% - 115,650
John Hancock
Mutual Life Investment Contract, 6.36% 3,292,389 3,099,649
John Hancock
Mutual Life Investment Contract, 6.20% 7,236,957* 2,841,114
Metropolitan Life Investment Contract, 7.09%12,823,713* 11,986,594*
---------- ----------
Total Guaranteed Investment Contracts 27,455,663 26,481,179
---------- ----------
TOTAL $129,902,976 $91,768,140
=========== ==========
* Represents 5% or more of Plan assets.
** Represents the total of thirty-five individual mutual funds managed by
Fidelity Investments, none of which exceed 5% or more of Plan assets.
- 10 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
D. SHARE AND UNIT VALUES
All assets invested in the Plan are expressed in terms of units. The number of
units credited to each participant's account will be determined by the amount of
deferred savings and the current value of each unit in the fund. The value of
each participant's account is determined each business day by the number of
units to the participant's credit, multiplied by the current unit value. The
following summarizes the Plan's number of units and the value of each unit by
fund as at:
DECEMBER 31, SEPTEMBER 30,
NUMBER OF VALUE OF NUMBER OF VALUE OF
UNITS EACH UNIT UNITS EACH UNIT
-------- --------- --------- ---------
FISCAL YEAR 1996
GM $1-2/3 par value Common
Stock Fund 91,112 $134.180 105,779 $115.680
Equity Index Fund 2,088,235 16.930 1,975,129 15.620
Balanced Fund 105,361 14.160 98,999 13.390
Income Fund 3,191,539 11.399 2,872,363 11.223
Fidelity Magellan Fund 91,656 80.650 84,100 76.050
Fidelity Puritan Fund 238,487 17.240 202,955 16.480
Fidelity Contrafund 353,521 42.150 300,183 40.540
Fidelity Asset Manager 81,530 16.470 67,715 16.490
JUNE 30, MARCH 31,
NUMBER OF VALUE OF NUMBER OF VALUE OF
UNITS EACH UNIT UNITS EACH UNIT
-------- --------- --------- ---------
FISCAL YEAR 1996
GM $1-2/3 par value Common
Stock Fund 95,053 $126.040 96,615 $128.230
Equity Index Fund 1,898,458 15.150 1,794,820 14.500
Balanced Fund 107,352 13.090 91,657 12.770
Income Fund 2,768,409 11.045 2,799,091 10.875
Fidelity Magellan Fund 80,925 74.800 68,941 87.510
Fidelity Puritan Fund 164,178 17.680 145,851 17.640
Fidelity Contrafund 275,721 39.340 218,676 38.140
Fidelity Asset Manager 61,224 16.270 53,674 16.010
DECEMBER 31, SEPTEMBER 30,
NUMBER OF VALUE OF NUMBER OF VALUE OF
UNITS EACH UNIT UNITS EACH UNIT
-------- --------- --------- ---------
FISCAL YEAR 1995
GM $1-2/3 par value Common
Stock Fund 100,762 $126.370 109,798 $111.620
Equity Index Fund 1,738,744 13.760 1,652,303 12.980
Balanced Fund 78,243 12.410 47,703 11.850
Income Fund 2,889,844 10.706 2,732,918 10.533
Fidelity Magellan Fund 56,855 85.980 36,345 92.370
Fidelity Puritan Fund 111,783 17.010 83,360 16.780
Fidelity Contrafund 151,924 38.020 102,379 40.610
Fidelity Asset Manager 43,419 15.850 29,600 15.470
JUNE 30, MARCH 31,
NUMBER OF VALUE OF NUMBER OF VALUE OF
UNITS EACH UNIT UNITS EACH UNIT
--------- --------- --------- ---------
FISCAL YEAR 1995
GM $1-2/3 par value Common
Stock Fund 125,469 $110.810 137,726 $104.110
Equity Index Fund 1,577,588 12.020 1,534,154 10.970
Balanced Fund 33,580 11.220 15,484 10.560
Income Fund 2,586,715 10.359 2,437,509 10.186
Fidelity Magellan Fund 21,459 83.500 8,875 72.440
Fidelity Puritan Fund 56,949 16.150 28,809 15.420
Fidelity Contrafund 76,159 36.560 32,842 32.120
Fidelity Asset Manager 18,280 14.800 10,714 14.060
- 11 -
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, 1996 and
1995:
1996 1995
---- ----
Employee Contributions:
GM $1-2/3 par value Common Stock Fund $2,412,777 $2,946,816
Equity Index Fund 5,910,740 5,721,280
Balanced Fund 412,489 254,093
Income Fund 9,634,081 10,612,205
Fidelity Magellan Fund 2,325,869 1,181,554
Fidelity Puritan Fund 1,189,508 660,613
Fidelity Contrafund 3,875,123 1,592,454
Fidelity Asset Manager 453,173 313,657
Self-Directed Accounts 1,689,959 979,653
---------- ----------
$27,903,719 $24,262,325
========== ==========
Investment Income:
GM $1-2/3 par value Common Stock Fund $1,219,997 $3,352,588
Equity Index Fund 6,105,254 6,065,372
Balanced Fund 165,512 80,755
Income Fund 1,999,337 1,842,776
Fidelity Magellan Fund 717,617 404,781
Fidelity Puritan Fund 441,005 184,998
Fidelity Contrafund 2,150,903 728,672
Fidelity Asset Manager 130,424 55,876
Self-Directed Accounts 797,051 284,255
---------- ----------
$13,727,100 $13,000,073
========== ==========
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $628,916 $548,597
Equity Index Fund 1,094,228 835,014
Balanced Fund 31,424 9,323
Income Fund 2,127,609 2,177,909
Fidelity Magellan Fund 233,529 74,328
Fidelity Puritan Fund 81,868 34,521
Fidelity Contrafund 327,024 79,092
Fidelity Asset Manager 34,371 16,289
Self-Directed Accounts 55,566 18,499
---------- ----------
$4,614,535 $3,793,572
========== ==========
Interfund Trust Transfers:
GM $1-2/3 par value Common Stock Fund $(3,190,673) $(5,759,947)
Equity Index Fund 895,526 (2,451,123)
Balanced Fund (42,687) 662,982
Income Fund (3,857,033) (2,434,875)
Fidelity Magellan Fund (255,636) 3,376,212
Fidelity Puritan Fund 639,644 1,085,538
Fidelity Contrafund 3,512,359 3,562,728
Fidelity Asset Manager 89,991 345,157
Self-Directed Accounts 2,208,509 1,613,328
--------- ---------
$ - $ -
========= =========
- 12 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
F. THE MASTER TRUST
As of December 21, 1994, the Corporation established the General Motors Savings
Plans Master Trust (the "Master Trust") pursuant to a trust agreement among the
Corporation, Saturn Corporation and State Street Bank and Trust, as trustee of
the funds, in order to permit the commingling of trust assets of several
employee benefit plans for investment and administrative purposes. The assets of
the Master Trust are held by State Street Bank and Trust.
Employee benefit plans participating in the Master Trust include the following:
o General Motors Savings - Stock Purchase Program for Salaried Employees in
the United States
o General Motors Personal Savings Plan for Hourly-Rate Employees in the
United States
o Saturn Individual Savings Plan for Represented Members
o Saturn Personal Choices Savings Plan for Non-Represented Members
The Master Trust is composed of five master trust investment options: the GM
$1-2/3 Value Common Stock Fund, the GM Class H, $.10 Par Value Common Stock
Fund, the EDS Common Stock Fund, the Equity Index Fund, and the Balanced Fund.
Each of these investment options that are available under the Plan is described
in Note A. Each participating employee benefit plan has an undivided interest in
the net assets and changes therein of the applicable master trust investment
options.
The net investment income of each of the Master Trust investment funds is
allocated by the trustee to each participating plan based on that plan's
interest in each Master Trust investment fund, as compared with the total
interest in each Master Trust investment fund of all the participating plans at
the beginning of the month.
The Plan's share of the total Master Trust is summarized as follows as of
December 31, 1996 and 1995:
1996 1995
---- ----
Value of interest in Master Trust $49,062,156 $37,680,162
----------- -----------
Percentage of total Master Trust 0.66% 0.51%
----------- -----------
Value of interest in the net investment
income from Master Trust accounts $ 7,490,763 $9,498,714
----------- ----------
Percentage of total Master Trust net
investment gain 1.05% 0.51%
----------- ----------
- 13 -
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, 1996 and 1995 are summarized in thousands as follows:
1996 1995
---- ----
ASSETS:
Investments, at fair value:
Common Stock:
General Motors $1-2/3 par value $4,237,497 $4,696,965
General Motors Class H, $0.10 par value 389,506 261,927
EDS Common Stock Fund 632,206 759,539
Other Corporate 12,440 11,666
U.S. Government Securities 1,875 33
Common/Collective Trust 2,063,946 1,612,315
Cash 79,952 103,410
--------- ---------
Total investments 7,417,422 7,445,855
Receivables:
Due from broker for investments sold 2,081 13,152
Accrued investment income 1,633 1,591
--------- ---------
Total receivables 3,714 14,743
--------- ---------
Total assets 7,421,136 7,460,598
--------- ---------
LIABILITIES:
Due to broker for securities purchased (49) (186)
--------- ---------
Net assets available for benefits $7,421,087 $7,460,412
========= =========
The net investment income of all participating plans in the Master Trust for the
years ended December 31, 1996 and 1995 is summarized in thousands as follows:
Interest $ 5,651 $ 9,570
Dividends 145,877 125,249
Net appreciation in fair value of investments:
Common stocks 192,900 1,296,102
U.S. Government securities 78 109
Common and collective trusts 365,828 405,995
Registered investment company 6,410 9,301
------- ---------
Total net appreciation in fair value
of investments 565,216 1,711,507
------- ---------
Total investment income $716,744 $1,846,326
======= =========
- 14 -
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.
* * * * * *
- 15 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
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 $43,897,010 $49,062,156
* State Street Bank Fixed Income Fund 8,931,914 8,957,879
and Trust
Mutual Funds:
Fidelity Magellan 7,564,889 7,397,544
Fidelity Puritan 4,091,584 4,110,838
Fidelity Contrafund 13,785,113 14,870,776
Fidelity Asset Manager 1,325,010 1,334,359
Fidelity Capital Appreciation 45,380 45,493
Fidelity Retirement Growth 90,326 85,381
Fidelity Value 571,649 568,119
Fidelity Small Cap Stock 82,809 87,537
Fidelity Fifty 48,787 51,533
Fidelity OTC Portfolio 207,668 215,025
Fidelity Emerging Growth 4,708 4,549
Fidelity Stock Selector 175,877 181,175
Fidelity Disciplined Equity 57,380 59,601
Fidelity Growth Company 458,344 484,955
Fidelity Dividend Growth 503,075 556,215
Fidelity Trend 19,270 20,078
Fidelity Blue Chip Growth 1,553,178 1,634,062
Fidelity Fund 151,149 158,047
Fidelity Growth & Income Portfolio 777,598 835,370
Fidelity Equity Income 95,541 100,200
Fidelity Equity Income II 782,014 827,768
Fidelity Real Estate Investment 135,167 151,278
Fidelity Utilities Income 19,480 20,312
Fidelity World Wide 119,272 130,241
Fidelity Canada 22,664 21,028
Fidelity Diversified International 148,278 158,934
Fidelity Pacific Basin 108,615 113,932
Fidelity International Growth & Income 105,738 111,019
Fidelity Europe 147,086 154,111
Fidelity Overseas 319,814 329,932
Fidelity Asset Manager Growth 59,028 61,390
Fidelity Convertible Securities 28,780 29,700
Fidelity Balanced 2,759 2,871
Fidelity Global Bond 8,705 8,635
Fidelity Investment Grade Bond 18,195 17,929
Fidelity Government Securities 5,931 5,879
* State Street Bank
and Trust Money Market 479,492 479,492
---------- ----------
Total Mutual Funds $34,120,353 $35,425,308
---------- ----------
- 16 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996 - 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
- --------- ---------------- -------------------------------- ---------- ------------
Loan Fund 6 - 9% $9,001,970 $9,001,970
Principal Mutual
Life Investment Contract, 6.23% 2,663,481 2,663,481
Provident National Investment Contract, 7.38% 1,439,123 1,439,123
John Hancock
Mutual Life Investment Contract, 6.36% 3,292,389 3,292,389
John Hancock
Mutual Life Investment Contract, 6.20% 7,236,957 7,236,957
* Metropolitan Life Investment Contract, 7.09% 12,823,713 12,823,713
----------- -----------
Total Guaranteed Investment
Contracts 27,455,663 27,455,663
----------- -----------
Total Assets Held for Investment $123,406,910 $129,902,976
=========== ===========
* Indicates party-in-interest
- 17 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
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 $20,160,543 $ - $ - $ - $20,160,543 $20,160,543 $ -
and Trust Fund - 15,634,694 - - 15,634,694 15,634,694 -
Fidelity Magellan 6,384,311 - - - 6,384,311 6,384,311 -
- 3,608,938 - - 3,707,785 3,608,938 (98,847)
Fidelity Contrafund 12,427,351 - - - 12,427,351 12,427,351 -
- 4,506,627 - - 4,418,383 4,506,627 88,244
Fidelity Puritan 3,408,345 - - - 3,408,345 3,408,345 -
- 1,241,689 - - 1,218,193 1,241,689 23,496
Loan Fund 5,792,350 - - - 5,792,350 5,792,350 -
6 - 9% - 3,695,985 - - 3,695,895 3,695,895 -
---------- ---------- ----- ---------- ---------- ---------- ------
$48,172,900 $28,687,933 $ - $ - $76,847,850 $76,860,743 $12,893
========== ========== ===== ========== ========== ========== ======
There are no single reportable transactions that reach the 5% of beginning net
assets criteria.
- 18 -